Notes
to Consolidated Financial Statements
As
of September 30, 2019
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company was organized April 24, 2012 under the laws of the State of Nevada
The
Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other
entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt
to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.
The
Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation
for oncology applications and immune cell suppression for autoimmune disease.
The
Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval
from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for
the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s
products or therapies will be granted such approval. The Company’s current plans include the development of regenerative
medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company
would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase
III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that,
if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary
of Regen. Significant inter-company transactions have been eliminated.
The Company analyzes the conversion feature of Convertible
Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion
features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt.
The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each
measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet
is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.
The
Black Scoles pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded
derivative is recognized as of June 30, 2019 utilized the following inputs:
|
Risk
Free Interest Rate
|
|
|
1.75
|
%
|
|
Expected
Term
|
|
|
0.042
– 1.59 Yrs
|
|
|
Expected
Volatility
|
|
|
207.11
– 273.20
|
%
|
|
Expected
Dividends
|
|
|
|
|
H.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2019 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
I.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”,
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
J. ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the years ended September 30,
2019 and 2018.
K.
NOTES RECEIVABLE
Notes
receivable are stated at cost, less impairment, if any.
L.
REVENUE RECOGNITION
Sales
of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery
has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically
met upon the prepayment or invoicing and shipment of products.
The
Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees.
The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization
of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company
recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company
bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual
obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order
for that revenue to have been earned by the Company.
As
of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts
with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue
Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.
The
core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with
a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate
the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies
a performance obligation.
M.
INTEREST RECEIVABLE
Interest
receivable is stated at cost, less impairment, if any.
NOTE
2. RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other
entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted
this standard.
As
of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts
with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue
Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.
The
core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with
a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate
the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies
a performance obligation.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally
accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing
financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under
this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes
imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30,
Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent,
there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the
amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events.
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however,
at the current period, management does not believe that it has met the conditions which would subject these financial statements
for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On February 28, 2013, the FASB issued Accounting Standards
Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount
of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards
Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain
joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum
of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
In
January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01,
which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current
guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation
and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance
assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new
standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should
apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period
in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for
financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income.
The Company adopted ASU 2016-01 as of the fiscal year ending September 30, 2019.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE 3. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated
net losses of $19,998,086 during the period from April 24, 2012 (inception) through September 30, 2019. This condition raises
substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going
concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately
to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company
will use or how much capital the Company will raise.
NOTE
4. NOTES PAYABLE , RELATED PARTY
|
|
|
As
of September 30, 2019
|
|
David
Koos
|
|
$
|
227
|
|
|
Zander
Therapeutics, Inc.
|
|
|
64,400
|
|
|
BST
Partners
|
|
|
24,000
|
|
|
Total:
|
|
$
|
88,627
|
|
$227
lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15% per
annum.
As
of September 30, 2019 Regen Biopharma Inc. is indebted to Zander Therapeutics, Inc. (“Zander) in the amount of $64,400.
On
January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.
On
January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.
On
January 17, 2019 Zander loaned $1,500 to Regen. The loan bears simple interest at 10% and is due and payable January 17, 2020.
On
April 11, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable April 11, 2020.
On
April 30, 2019 Zander loaned $20,000 to Regen. The loan bears simple interest at 10% and is due and payable April 30, 2020.
On
May 3, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 3, 2020.
On
May 9, 2019 Zander loaned $400 to Regen. The loan bears simple interest at 10% and is due and payable May 9, 2020.
On
May 29, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 29, 2020.
On
May 31, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable May 31, 2020.
On
June 6, 2019 Zander loaned $4,000 to Regen. The loan bears simple interest at 10% and is due and payable June 6, 2020.
On
June 14, 2019 Zander loaned $3,000 to Regen. The loan bears simple interest at 10% and is due and payable June 14, 2020.
On
July 1, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable July 1, 2020.
On
July 3, 2019 Zander loaned $6,000 to Regen of which $1,500 remained outstanding as of September 30, 2019. The loan bears simple
interest at 10% and is due and payable July 3, 2020.
As
of September 20, 2019 the Company is indebted to BST Partners in the amount of $24,000.
On
July 19,2019 BST Partners loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable July 19, 2020.
On
September 5, 2019 BST Partners loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable September
5, 2020.
On
September 13, 2019 BST Partners loaned $10,000 to Regen. The loan bears simple interest at 10% and is due and payable September
13, 2020.
On
September 30, 2019 BST Partners loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable September
30, 2020.
During
the year ended September 30, 2019 Zander and Regen were under common control. David Koos served as Chairman & CEO of both
Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven served as CFO of both Regen BioPharma, Inc. and Zander Therapeutics
Inc. Koos and Caven also served as a Director of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's
NR2F6 intellectual property for veterinary applications.
NOTE
5. CONVERTIBLE NOTES PAYABLE
On
March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the
Note is three years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant
to the following terms and conditions:
(a)
For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount
to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period
ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b)
For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year
2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as
defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever
is greater).
(c)
For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”)
a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d)
“Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the
“OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e.
Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that
are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for
such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period
on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
“Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service.
The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The
Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon
closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received
by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction
Event” shall mean either of:
(a)
The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b)
The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s proprietary NR2F6 intellectual property
The
issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is $0.
On
April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the
Note is three years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant
to the following terms and conditions:
(a)
For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount
to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period
ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b)
For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year
2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as
defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever
is greater).
(c)
For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”)
a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d)
“Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the
“OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e.
Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that
are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for
such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period
on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
“Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service.
The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The Company shall have the right, exercisable on not
less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including
outstanding principal and accrued interest.
Upon
closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received
by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction
Event” shall mean either of:
(a)
The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b)
The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s proprietary NR2F6 intellectual property
The
issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the
life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $0. As of September
30, 2019 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value
exceeds the principal amount as of September 30, 2019 is $0.
On
September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity
of the Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is 0.
On
September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity
of the Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is 0.
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $0. As of September
30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is 0.
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 0 As of September
30, 2019 $50,000 of the principal amount of the Note remains outstanding.
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The Company shall have the right, exercisable on not
less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including
outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $0. As of September
30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is 0.
On
December 22, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity
of the Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.01 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $40,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2019 $40,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is 0.
On
March 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000
for consideration consisting of $75,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is March 1, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30 , 2019 $75,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The Company values the embedded derivative using the
Black-Scholes pricing model and a derivative liability of $272,727 was recognized by the Company as of September 30, 2019.
The
issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note.
As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 11,359.
On
March 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is March 9, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.025 per common share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest..
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30, 2019 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $125,000 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $3,968
March 13, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The
Note pays simple interest in the amount of 10% per annum . The maturity of the Note is February 24, 2020. All or part of the principal
is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As
of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $7,211
On
March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is March 31, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $9,352.
On
April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $90,909 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30,, 2019 the unamortized discount on the convertible note outstanding
is $4,676.
On
April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $$181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $9,352.
On May 5, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $200,000 for consideration consisting of $200,000 cash. The
Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 5, 2020. The Note is convertible into
the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions,
whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding
stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of
such transaction.
ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii) That
date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $200,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $727,273 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $200,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $40,328
On May 10, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The
Note pays simple interest in the amount of 10% per annum . The maturity of the Note is May 9, 2020. The Note may be converted
into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions,
whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding
stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of
such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The Company values the embedded derivative using the
Black-Scholes pricing model and a derivative liability of $363,636 was recognized by the Company as of September 30, 2019. The
issuance of the Note amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Note.
As of September 30,, 2019 the unamortized discount on the convertible note outstanding is $18,630.
On
May 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is May 19, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is
the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.0125 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $9,352.
On
June 26, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $150,000
for consideration consisting of $150,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of
the Note is June 16, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $150,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $545,455 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $150,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $36,325.
On
July 24, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $60,000 for consideration consisting
of $60,000 cash. The Note bears simple interest at the rate of 10% per annum and is convertible into the Common Stock of the Company
at a price per share equal to the lower of 75% of the lowest trade price of the date immediately prior to conversion or 0.025
per share. The Note matures July 24, 2020. The Company shall have the right, exercisable on not less than ten (10) Trading Days
prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued
interest.
As
of September 30, 2019 $60,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $218,182 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $60,000 which is amortized under the
Interest Method over the life of the Note. As of September 30 2019 the unamortized discount on the convertible note outstanding
is $16,423.
On
September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September
7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion
Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the
National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common
Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of
Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Preferred A Stock beneficially owned by the Holder and its affiliates
would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note·issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2019 $28,000 of the Note Remains outstanding which includes an additional $3,000 of principal indebtedness resulting
from a penalty due to a default of the Terms and Conditions of the Note .
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $25,667 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $40,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $0.
During
the year ended September 30, 2019 the Company determined that it was in default of the Terms and Conditions of the Note . In the
event of a Default, the Holder shall be entitled to use the lowest Bid Price during the delinquency period as a base price for
conversion and the Company shall be charged the default interest rate of 24%.
On August 29, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The
Note pays simple interest in the amount of 10% per annum. The maturity of the Note is August 29, 2020. The Note may be converted
into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $90,909 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $7,664.
On
September 22, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is September 21, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $16,392.
On September 22, 2017 (“Issue date”) the
Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000
cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is September 22, 2020. The Note may
be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of
(a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a
conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Com
The warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $363,636 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $32,846.
On
September 25, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is September 25, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $16,560.
On October 3, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The
Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 3, 2020. The Note may be converted
into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019, $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The Company values the embedded derivative using the
Black-Scholes pricing model and a derivative liability of $181,818 was recognized by the Company as of September 30, 2019. The
issuance of the Note amounted in a discount of $50,000 which is amortized under the Interest Method over the life of the Note.
As of September 30, 2019 the unamortized discount on the convertible note outstanding is $17,518.
On
October 4, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000
for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 4, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $40,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $145,454 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $40,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $14,051.
On
October 16, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $363,636 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $36,222.
On November 1, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The
Note pays simple interest in the amount of 10% per annum. The maturity of the Note is November 1, 2020. The Note may be converted
into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $90,909 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30 , 2019 the unamortized discount on the convertible note outstanding
is $9,420.
On November 1, 2017 (“Issue date”) the Company
issued a Convertible Note (“Note”) in the face amount of $25,000 for consideration consisting of $25,000 cash. The
Note pays simple interest in the amount of 10% per annum. The maturity of the Note is November 1, 2020. The Note may be converted
into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $90,909 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30 , 2019 the unamortized discount on the convertible note outstanding
is $9,420.
On
October 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $363,636 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $18,630.
On
December 15, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$35,000 for consideration consisting of $35,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is December 15, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $35,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $127,273 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $35,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $14,593.
On
December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i)
One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The Company shall have the right, exercisable on not
less than ten (10) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including
outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $363,636 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $42,153.
On
December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration
consisting of $100,000 cash and payment on behalf of the Company of 13,250 of expenses incurred in connection with the issuance
of the Note. The Note also carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per
annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per
share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported
on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the
Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice
of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company.
The Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2019 $36,800 of the Note Remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $7,077 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $115,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $0.
On
May 20, 2019 the Company determined that it was in default of the Terms and Conditions of the Note as a result of delinquency
by the Company in fulfilling its reporting obligations under the Securities and Exchange Act of 1934 (“Exchange Act Default”).
In the event of an Exchange Act Default, the Holder shall be entitled to use the lowest Bid Price during the delinquency period
as a base price for conversion and the Company shall be charged the default interest rate of 24%.
On
December 6, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is December 6, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $181,818 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $20,437.
On
January 24, 2018 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is December 6, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2019 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $90,909 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $10,350.
On
February 28, 2018 (“Issue date”) the Company issued a two Convertible Notes (“Notes”) in the aggregate
face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per
annum. The maturity of the Notes is February 28, 2021. The Notes may be converted into the Common Shares of Regen at a price per
share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock
of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025
per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of these Notes, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Notes in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the notes, or if the Lender chooses not to convert the remaining
amount of the notes into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it
would have received had the Lender converted the remaining amount of the Notes into Common shares of the Company. The warrants
shall have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Notes on or prior to the close of business on the three (3) month
anniversary of the date that the Notes shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Notes, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Notes
As
of September 30, 2019 $100,000 of the principal amount of the Notes remains outstanding.
The
Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $363,636 was recognized
by the Company as of September 30, 2019. The issuance of the Notes amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Notes. As of September 30, 2019 the unamortized discount on the convertible notes outstanding
is $47,901.
On
May 18, 2018 the Company issued a Convertible Note (“Note”)in the principal amount of $114,000 for net consideration
of $100,000. The Company recognized an Original Issue Discount of $14,000 in connection with the Note. The Note bears simple interest
of 10%.The Note matures on February 18, 2019.
The
Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to equal
the lesser of (i) the lowest Trading Price during the previous twenty-five (25) Trading Day period ending on the latest complete
Trading Day prior to the date of the Note and (ii) the Variable Conversion Price. “Variable Conversion Price” shall
mean 50% multiplied by the Market Price (representing a discount rate of 50%). “Market Price” means the lowest Trading
Price for the Common Stock during the twenty-five (25) Trading Day period ending on the latest complete Trading Day prior to the
Conversion Date.
(a) At
any time during the period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date,
the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the
Note to prepay the outstanding Note (principal and accrued interest), in full by making a payment to the Holder of an amount in
cash equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid
interest on the unpaid principal amount of this Note plus (y) Default Interest, if any.
(b) At
any time during the period beginning the day which is ninety one (91) days following the Issue Date and ending on the date which
is one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three
(3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest),
in full by making a payment to the Holder of an amount in cash equal to 150%, multiplied by the sum of: (w) the then outstanding
principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note plus (y) Default
Interest, if any.
(c) After
the expiration of one hundred eighty (180) days following the date of the Note, the Borrower shall have no right of prepayment.
On
July 30, 2019 the Company and the holder of the Note agreed to the addition of $9,971 to the remaining balance of the Note for
consideration to the Company of $9,971.
As
of September 30, 2019 $70,571 of the principal amount of the Notes remains outstanding.
The
Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $176,428 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $114,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $0.
On July 11, 2018 the Company issued a Convertible Note
(“Note”) in the face amount of $11,500 to an entity controlled by the Company’s Chief Financial Officer for
consideration consisting of $11,500 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note
is May 4, 2021. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.01 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.01 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As
of September 30, 2019 $11,500 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $41,818 was recognized
by the Company as of September 30, 2019. The issuance of the Notes amounted in a discount of $11,500 which is amortized under
the Interest Method over the life of the Notes. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $6,521.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of
$350,000 (“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000.
A onetime interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due
and payable 24 months from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid
Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred
stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount
divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading
days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason,
rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded
conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen.
As
of September 30, 2019, 10,000 of the principal amount of the Note remains outstanding.
The
issuance of the Note amounted in a beneficial conversion feature of $350,000 which is amortized under the Interest Method over
the life of the Note. As of September 30 2019 the unamortized discount on the convertible note outstanding is $7,943. The amount
by which the Note’s as converted value exceeds the principal amount as of September 30, 2019 is $ 6,666.
During
the Fiscal Years ended 2019 and 2018 Zander and Regen were under common control. David Koos served as Chairman & CEO of both
Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven served as CFO of both Regen BioPharma, Inc. and Zander Therapeutics
Inc.
Caven
became a member of the Board of Directors of Zander on June 18, 2018. Zander Therapeutics, Inc. is the sole licensee of Regen's
NR2F6 intellectual property for veterinary applications.
On
October 3, 2018 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $63,000
for consideration consisting of $60,000 cash and payment on behalf of the Company of $3,000 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is October
3, 2019. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent
to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets
exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in
the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company
or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other
shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares
of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2019 $48,400 of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $93,076 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $63,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $15,117.
On
October 10, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting
of $71,250 cash and payment on behalf of the Company of 3,750 of expenses incurred in connection with the issuance of the Note.
The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 11, 2019. The Note may
be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest
Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which
the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the
twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.
In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 4.99% ( which may be increased to 9.99% upon 60 days written
notice by the Holder) of the outstanding shares of the Common Stock of the Company.
As
of September 30, 2019 $75,000 of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $178,571 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $75,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $2,459.
On
May 20, 2019 the Company determined that it was in default of the Terms and Conditions of the Note as a result of delinquency
by the Company in fulfilling its reporting obligations under the Securities and Exchange Act of 1934 (“Exchange Act Default”).
In the event of an Exchange Act Default, the Holder shall be entitled to use the lowest Bid Price during the delinquency period
as a base price for conversion and the Company shall be charged the default interest rate of 24%.
On
January 22, 2019 the Company issued a convertible note in the face amount of $50,000 (“ Note”). Consideration for
the Note consisted of $47,500 cash and payment of fees associated with the Note of $2,500. The Note shall accrue simple interest
in the amount of 10%. Principal and Accrued Interest is due and payable on January 22, 2020.
The
Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60%
of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange
upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future
, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer
agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company
Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% ( which may be increased to 9.99% upon 61
days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.
The
Front End Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
135%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note issuance
|
|
140%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2019 $50,000 of the Note remains outstanding.
The Company analyzed the conversion feature of the Note
for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded
conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered
upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately
accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried
on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded
as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $119,047 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $22,045
On
February 15, 2019 the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting
of $47,500 cash and payment on behalf of the Company of $2,500 of expenses incurred in connection with the issuance of the Note.
The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to
60% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange
upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future
, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer
agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company
Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% ( which may be increased to 9.99% upon 61
days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=90
days after note issuance
|
|
135%
of the sum of principal plus accrued interest
|
This
Note may not be prepaid after the 90th day.
As
of September 30, 2019 $50,000 of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $104,166 was recognized
by the Company as of September 30, 2019. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2019 the unamortized discount on the convertible note outstanding
is $19,041.
On
May 20, 2019 the Company determined that it was in default of the Terms and Conditions of the Note as a result of delinquency
by the Company in fulfilling its reporting obligations under the Securities and Exchange Act of 1934 (“Exchange Act Default”).
In the event of an Exchange Act Default, the Holder shall be entitled to use the lowest Bid Price during the delinquency period
as a base price for conversion and the Company shall be charged the default interest rate of 24%.
On
July 19, 2019 the Company issued a convertible promissory note in the face amount of $100,000 (“Note”) for consideration
consisting of:
$95,000
cash
the
payment of $5,000 of legal fees
The
Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2020. The Note may be converted
into the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading
price of the common stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's
shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior
trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event
shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially
owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
The
proceeds from the issuance of the Note are to be allocated as follows:
$30,592
will be utilized to retire the outstanding balance of a $75,000 note issued by the Company on August 15, 2018 to One44 capital,
LLC and $22,877 will be allocated to the Company’s accountants and auditors to bring the Company current with regards to
the Company’s quarterly reporting requirements under the Securities and Exchange Act of 1934.
The
Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
135%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note issuance
|
|
140%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2019 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $151,515 was recognized
by the Company as of September 30, 2019.
The
issuance of the Note amounted in a discount of $100,000 which is amortized under the Interest Method over the life of the Note.
As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 80,054.
On
July 19, 2019 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $20,331
for consideration consisting of $18,831 cash and payment on behalf of the Company of $1,500 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is July 19,
2019. The Note may be converted into shares of the common stock of Regen at a price per share ( “Conversion Price”)
equivalent to 65% of the lowest Trading price of the common stock of the Company as reported on the National Quotations Bureau
OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may
be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by
the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along
with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding
shares of the Common Stock of the Company.
The Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2919 $20,331 of principal indebtedness owed on the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $28,434 was recognized
by the Company as of September 30, 2019.
The
issuance of the Note amounted in a discount of $20,331 which is amortized under the Interest Method over the life of the Note.
As of September 30, 2019 the unamortized discount on the convertible note outstanding is $ 16,275.
On
July 19, 2019 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $14,819
for consideration consisting of $13,319 cash and payment on behalf of the Company of $1,500 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July
19, 2019. The Note may be converted into shares of the common stock of Regen at a price per share ( “Conversion Price”)
equivalent to 60% of the lowest Trading price of the common stock of the Company as reported on the National Quotations Bureau
OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may
be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by
the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along
with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding
shares of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
|
Time
Period
|
|
Payment
Premium
|
|
<=60
days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
|
>60
days <= 120 days after note issuance
|
|
135%
of the sum of principal plus accrued interest
|
|
>120
days <=180 days after note issuance
|
|
140%
of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of September 30, 2019 $14,819 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $22,453 was recognized
by the Company as of September 30, 2019.
The
issuance of the Note amounted in a discount of $14,819 which is amortized under the Interest Method over the life of the Note.
As of September 30, 2019 the unamortized discount on the convertible note outstanding is $14,780..
NOTE
6. INCOME TAXES
As
of September 30, 2018
|
Deferred
tax assets:
|
|
|
|
Net
operating tax carry forwards
|
|
$
|
4,197,657
|
|
|
Other
|
|
|
-0-
|
|
|
Gross
deferred tax assets
|
|
|
4,199,598
|
|
|
Valuation
allowance
|
|
|
(4,199,598
|
)
|
|
Net
deferred tax assets
|
|
$
|
-0-
|
|
As
of September 30 2019 the Company has a Deferred Tax Asset of $4,199,598 completely attributable to net operating loss carry forwards
of approximately $19,998,086. The amount and availability of any net operating loss carryforward will be subject to the limitations
set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period;
whether there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical
business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net
operating loss carryforward.
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain.
A
corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent
shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those
5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders
at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock
of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they
acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.
As
the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed,
that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company
recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred
tax assets to 0.
NOTE
7. RELATED PARTY TRANSACTIONS
During
the fiscal year ended September 30, 2019 the Company utilized approximately 2,300 square feet of office space at 4700 Spring Street,
Suite 304, La Mesa California, 91941 subleased to the Company by BST Partners on a month to month basis beginning November 1 2018.
BST Partners is controlled by David R. Koos who also serves as the Chief Executive Officer of the Company. The sublease was
on a month to month basis and rent payable to BST Partners by Regen Biopharma Inc equaled $5,000 per month.
On
January 20, 2020 the Company and BST Partners Inc. agreed that the month to month sublease by and between the Company and BST
Partners, Inc. whereby the Company subleased office space from BST Partners, Inc.at 4700 Spring Street, St 304, La Mesa, California
91942 shall terminate as of 1pm Pacific Standard Time on January 22, 2020.
On
June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term
of fifteen years. Zander is under common control with the Company.
Pursuant
to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars
($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment
of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the
Agreement.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.
Pursuant
to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined
in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at
fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary
of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is
only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars
($10,000).
The
Agreement may be terminated by The Company:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to The Company with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
On
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics,
Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual
property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics,
Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with
respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the
terms of the Agreement with respect thereto.
Zander
and Regen are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics
Inc. Harry Lander serves as President and Chief Scientific Officer of both Regen BioPharma, Inc. and Zander Therapeutics, Inc.
Todd S. Caven serves as CFO of both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Lander and Caven also serve as Directors
of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary
applications.
On
July 11, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $11,500 to an entity controlled
by the Company’s Chief Financial Officer for consideration consisting of $11,500 cash. The Note pays simple interest in
the amount of 10% per annum. The maturity of the Note is May 4, 2021. The Note may be converted into the Common Shares of Regen
at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the
common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen
or (b) $0.01 per common share as of the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.01 per share.
The warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As
of September 30, 2019 $11,500 of the principal amount of the Note remains outstanding.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of
$350,000 (“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000.
A onetime interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due
and payable 24 months from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid
Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred
stock of Regen as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount
divided by the Conversion Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading
days previous to the conversion. Zander, at any time prior to selling all of the shares from a conversion, may, for any reason,
rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded
conversion amount returned to the Principal Sum with the rescinded conversion shares returned to Regen.
As
of 30, 2019, $10,000 of the principal amount of the Note remains outstanding.
Zander
and Regen are under common control. David Koos serves as Chairman & CEO of both Regen BioPharma, Inc. and Zander Therapeutics
Inc. Todd S. Caven serves as CFO of Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Caven also serves as Directors of
Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary
applications.
As
of September 30, 2019 the Company is indebted to David R. Koos in the amount of $227. $227 lent to the Company by Koos is due
and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.
As
of September 30, 2019 Regen Biopharma Inc. is indebted to Zander Therapeutics, Inc. (“Zander) in the amount of $64,400.
On
January 10, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable January 10, 2020.
On
January 14, 2019 Zander loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable January 14, 2020.
On
January 17, 2019 Zander loaned $1,500 to Regen. The loan bears simple interest at 10% and is due and payable January 17, 2020.
On
April 11, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable April 11, 2020.
On
April 30, 2019 Zander loaned $20,000 to Regen. The loan bears simple interest at 10% and is due and payable April 30, 2020.
On
May 3, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 3, 2020.
On
May 9, 2019 Zander loaned $400 to Regen. The loan bears simple interest at 10% and is due and payable May 9, 2020.
On
May 29, 2019 Zander loaned $5,000 to Regen. The loan bears simple interest at 10% and is due and payable May 29, 2020.
On
May 31, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable May 31, 2020.
On
June 6, 2019 Zander loaned $4,000 to Regen. The loan bears simple interest at 10% and is due and payable June 6, 2020.
On
June 14, 2019 Zander loaned $3,000 to Regen. The loan bears simple interest at 10% and is due and payable June 14, 2020.
On
July 1, 2019 Zander loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable July 1, 2020.
On
July 3, 2019 Zander loaned $6,000 to Regen of which $1,500 remained outstanding as of September 30, 2019. The loan bears simple
interest at 10% and is due and payable July 3, 2020.
As
of September 20, 2019 the Company is indebted to BST Partners in the amount of $24,000.
On
July 19,2019 BST Partners loaned $2,000 to Regen. The loan bears simple interest at 10% and is due and payable July 19, 2020.
On
September 5, 2019 BST Partners loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable September
5, 2020.
On
September 13, 2019 BST Partners loaned $10,000 to Regen. The loan bears simple interest at 10% and is due and payable September
13, 2020.
On
September 30, 2019 BST Partners loaned $6,000 to Regen. The loan bears simple interest at 10% and is due and payable September
30, 2020.
During
the year ended September 30, 2019 Zander and Regen were under common control. David Koos served as Chairman & CEO of both
Regen BioPharma, Inc. and Zander Therapeutics Inc. Todd S. Caven served as CFO of both Regen BioPharma, Inc. and Zander Therapeutics
Inc. Koos and Caven also served as a Director of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's
NR2F6 intellectual property for veterinary applications.
On
March 23, 2021 Todd S. Caven resigned from his position as Chairman of the Board of Directors, Chief Executive Officer and any
and all other offices he may hold of Regen BioPharma ,Inc. and KCL Therapeutics Inc. As of March 23, 2021 David R. Koos became
the sole officer and director of both the registrant and KCL Therapeutics, Inc.
NOTE
8. ACCOUNTS RECEIVABLE, RELATED PARTY
Accounts
Receivable due from Related Party as of September 30, 2019 consists solely of amounts earned by the Company not yet paid resulting
from the Company’s license agreement with KCL Therapeutics ( See Note 7) .
NOTE
9. COMMITMENTS AND CONTINGENCIES
On
November 16, 2018 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen
Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month
to month basis for $5,000 per month beginning November 1, 2018. On January 20, 2020 the Company and BST Partners Inc. agreed that
the month to month sublease by and between the Company and BST Partners, Inc. whereby the Company subleased office space from
BST Partners, Inc.at 4700 Spring Street, St 304, La Mesa, California 91942 shall terminate as of 1pm Pacific Standard Time on
January 22, 2020.
BST
is controlled by David Koos, Regen Biopharma, Inc.’s Chairman and Chief Executive Officer.
On
December 13, 2019 a complaint was filed in the Superior Court of California, County of San Diego against Regen Biopharma,
Inc. (“Company”) , the Company’s Chairman, Zander Therapeutics Inc (“Zander”), and Does
1-50 by ChemDiv, Inc. (“Plaintiff”) alleging Breach of Contract, Unfair Business Practices under the California
Business and Professions Code, and Bad Faith Denial of a Contract ( alleged solely against the Company and DOE defendants)
stemming from contract research work performed by the Plaintiff for the Company and contract research performed by the Plaintiff
for Zander. The Plaintiff is also seeking a declaration from the court that the Plaintiff retains full and complete ownership,
title, use, and all rights without any limits to the work, tangible property, intellectual property, and any other product or
by-product of the work performed by Plaintiff for the Company and Zander. The action arises from approximately $1.2 million dollars
of unpaid invoices (“Unpaid Invoices”) due and payable to the Plaintiff. The Company believes that no portion of the
Unpaid Invoices are due and payable by the Company. The outcome of this legal proceeding may adversely affect the Company’s
financial condition and operations and may also result in loss of control by the Company of certain intellectual property controlled
by the Company.
NOTE
10. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2019:
Common
stock, $ 0.0001 par value; 4, 800,000,000 shares authorized: 600, 001,406 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall
receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of
the Corporation.
Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares
issued and outstanding as of September 30, 2019, 300,000,000 is designated Series A Preferred Stock of which 348,376,230 shares
are outstanding as of September 30, 2019 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are
outstanding as of September 30, 2019.
The
abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law
to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited,
multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the Stock that may be desired.
Series AA Preferred Stock
On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada
Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated
and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series
A Preferred Stock
On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known
as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).
The
Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder
times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company
(the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the
event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders
of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock
shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form
of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder
would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends
to be payable on the same payment date as the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock,
the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are
capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”)
plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If,
upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and
unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed
among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the
Board), or both, at the election of the Board.
On
January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred
stock designated and known as "Series M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").
The Board of Directors of Regen have authorized 300,000,000
shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of
Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number
of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock,
other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted
to the stockholders.
The
holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in
accordance with Nevada Law, in its discretion, from funds legally available therefore
On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall
receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
11.
INVESTMENT SECURITIES
On
June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics,
Inc.
On
November 29, 2018 the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction
of prepaid rent and accrued interest owed to the Company collectively amounting to $13,124.
On
September 30, 2019 the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series
M Preferred stock of Zander Therapeutics, Inc. based on the following inputs:
|
Fair
Value of Intellectual Property
|
|
$
|
1,500
|
|
|
Prepaid
Expenses
|
|
|
74,298
|
|
|
Due
from Employee
|
|
|
1,071
|
|
|
Note
Receivable
|
|
|
64,400
|
|
|
Accrued
Interest Receivable
|
|
|
20,274
|
|
|
Investment
Securities
|
|
|
593,357
|
|
|
Convertible
Note Receivable
|
|
|
10,000
|
|
|
Accounts
Payable
|
|
|
1,269,041
|
|
|
Notes
Payable
|
|
|
500,000
|
|
|
Accrued
Expenses Related Parties
|
|
|
89,529
|
|
|
Accrued
Expenses
|
|
|
203,037
|
|
|
Enterprise
Value
|
|
|
2,826,507
|
|
|
Less:
Total Debt
|
|
|
(2,061,607
|
)
|
|
Portion
of Enterprise Value Attributable to Shareholders
|
|
|
764,900
|
|
|
Fair
Value Per Share
|
|
$
|
0.0167
|
|
The
abovementioned constitute the Company’s sole investment securities as of September 30, 2019
As
of September 30, 2019:
|
|
470,588
|
|
|
Common
Shares of Zander Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Gains
|
|
|
Net
Unrealized Gain or (Loss) realized during the Year ended September 30, 2019
|
|
$
|
5,741
|
|
|
|
|
$
|
7,858
|
|
|
$
|
2,118
|
|
|
$(50,831)
|
|
|
725,000
|
|
|
Series
M Preferred of Zander Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Loss
|
|
|
Net
Unrealized Gain or (Loss) realized during the Year ended September 30, 2019
|
|
$
|
13,124
|
|
|
|
|
$
|
12,109
|
|
|
$
|
(1,104
|
)
|
|
$(1,104)
|
NOTE
12. STOCK TRANSACTIONS
Issuance
of Common Shares
On
October 1, 2018 the Company issued 5,128,205 common shares in satisfaction of $30,000 of convertible indebtedness.
On
October 18, 2018 the Company issued 8,961,988 common shares in satisfaction of $30,650 of convertible indebtedness.
On
October 23, 2018 the Company issued 2,019,940 common shares in satisfaction of $7,000 of convertible indebtedness and 612 of accrued
interest on convertible indebtedness.
On
October 29, 2018 the Company issued 3,015,618 common shares in satisfaction of $11,000 of convertible indebtedness and 368 of
accrued interest on convertible indebtedness.
On
November 15, 2018 the Company issued 7,100,591 common shares in satisfaction of $30,000 of convertible indebtedness.
On
November 28, 2018 the Company issued 29,033,181 common shares in satisfaction of $50,716 of convertible indebtedness.
On
November 28, 2018 the Company issued 286,232 common shares in satisfaction of, $500 in fees
On
December 19, 2018 the Company issued 5,184,674 common shares in satisfaction of $10,000 of convertible indebtedness and $447 of
accrued interest on convertible indebtedness.
On
December 26, 2018 the Company issued 11,000,000 common shares in satisfaction of $7,710 of convertible indebtedness, $500 in fees
and $700 of accrued interest on convertible indebtedness.
On
January 3, 2019 the Company issued 10585123 common shares in satisfaction of $4607 of convertible indebtedness and $9153 of accrued
interest on convertible indebtedness.
On
January 23, 2019 the Company issued 5774947 common shares in satisfaction of $6770 of convertible indebtedness and $362 of accrued
interest on convertible indebtedness.
On
January 25, 2019 the Company issued 13100000 common shares in satisfaction of $5975 of convertible indebtedness , $500 in fees
and $991 of accrued interest on convertible indebtedness.
On
February 11, 2019 the Company issued 10473668 common shares in satisfaction of $12230 of convertible indebtedness and $704
of accrued interest on convertible indebtedness.
On
February 15, 2019 the Company issued 13821193 common shares in satisfaction of $15000 of convertible indebtedness and $756
of accrued interest on convertible indebtedness.
On
February 19, 2019 the Company issued 13790783 common shares in satisfaction of $17500 of convertible indebtedness and $2,220
of accrued interest on convertible indebtedness.
On
March 1, 2019 the Company issued 8004463 common shares in satisfaction of $8200 of convertible indebtedness and $444 of accrued
interest on convertible indebtedness.
On
March 4, 2019 the Company issued 15000000 common shares in satisfaction of $8756 of convertible indebtedness, $500 in fees and
$1543 of accrued interest on convertible indebtedness.
On
March 19, 2019 the Company issued 28,210,615 common shares in satisfaction of $22,504 of convertible indebtedness and $500 in
fees .
On
March 22, 2019 the Company issued 6309524 common shares in satisfaction of $5000 of convertible indebtedness and $300 of accrued
interest on convertible indebtedness.
On
April 1, 2019 the Company issued 10,000,000 common shares in satisfaction of $3,591 of convertible indebtedness and $708 of accrued
interest on convertible indebtedness, and $500 in Fees.
On
April 2, 2019 the Company issued 12,992,839 common shares in satisfaction of $8,800 of convertible indebtedness and $554 of accrued
interest on convertible indebtedness.
On
April 8, 2019 the Company issued 17,971,064 common shares in satisfaction of $12,100 of convertible indebtedness and $1,917 of
accrued interest on convertible indebtedness.
On
April 9, 2019 the Company issued 11,832,569 common shares in satisfaction of $8,000 of convertible indebtedness and $519 of accrued
interest on convertible indebtedness.
On
April 11, 2019 the Company issued 19,472,820 common shares in satisfaction of $14,600 of convertible indebtedness and $588 of
accrued interest on convertible indebtedness.
On
April 18, 2019 the Company issued 14,824,958 common shares in satisfaction of $10,000 of convertible indebtedness and $673 of
accrued interest on convertible indebtedness.
On
April 29, 2019 the Company issued 22,243,153 common shares in satisfaction of $14,800 of convertible indebtedness and $2549 of
accrued interest on convertible indebtedness.
On
April 30, 2019 the Company issued 10,000,000 common shares in satisfaction of $2,788 of convertible indebtedness and $1,511 of
accrued interest on convertible indebtedness, and $500 in Fees.
On
May 18, 2019 the Company issued 22,000,000 common shares in satisfaction of $7,948 of convertible indebtedness, $500 in fees and
$352 of accrued interest on convertible indebtedness.
On
July 12, 2019 the Company issued 25,870,700 common shares in satisfaction of $2,049 of convertible indebtedness, $500 in fees
and $2,883 of accrued interest on convertible indebtedness.
On
July 31, 2019 the Company issued 27,161,700 common shares in satisfaction of $2,962 of convertible indebtedness, $500 in fees
and $611 of accrued interest on convertible indebtedness.
On
September 19,2019 the Company issued 28,517,000 common shares in satisfaction of $2,900 of convertible indebtedness, $500 in fees
and $876 of accrued interest on convertible indebtedness.
Issuance
of Series A Preferred Shares
On
November 20, 2019 the Company issued 3,656,020 of Series A Preferred shares in satisfaction of $5,465 of convertible indebtedness.
On
January 9, 2019 the Company issued 10,000,000 Series A Preferred shares to a consultant as consideration for services.
On
June 27, 2019 the Company issued 194,285, 714 shares of the Series A Preferred stock of Regen to Zander Therapeutics in satisfaction
of $340,000 of convertible indebtedness.
Issuance
of common shares of KCL Therapeutics, Inc.
On
January 23, 2019 Dr. Harry Lander and the KCL Therapeutics, Inc (“KCL”) entered into an agreement (“Agreement”)
whereby Dr. Lander agreed to provide services as KCL’s Senior Scientific Consultant. Pursuant to the Agreement, Dr.
Lander will assist KCL with its development of therapies involving checkpoint NR2F6 therapies.
The
term of the Agreement is from January 25, 2019 to January 24, 2022 and may be extended by mutual consent. Sole consideration to
Dr. Lander for services to be provided pursuant to the Agreement shall be the issuance to Dr. Lander by KCL of 5,000,000 shares
of KCL’s common stock. On February 13, 2019 Dr. Lander was issued 5,000,000 of the common shares of KCL.
On
February 13, 2019 David Koos, the Chairman and Chief Executive Officer of both Regen and KCL, was issued 5,000,000 of the common
shares of KCL as consideration for services.
On
February 13, 2019 Todd Caven, the then Chief Financial Officer of both Regen and KCL, was issued 5,000,000 of the common shares
of KCL as consideration for services.
On
August 13, 2019 David Koos, the Chairman and Chief Executive Officer of Regen Biopharma, Inc. (“Company”) returned
5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) to KCL for cancellation.
On
August 13, 2019 Todd Caven , the then Chief Financial Officer of the Company returned 5,000,000 common shares of KCL to KCL for
cancellation.
On
August 14th, 2019 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) owned by Dr. Harry Lander were cancelled
by KCL pursuant to a request from Dr. Lander received by KCL on August 13th 2019.
NOTE
13. SUBSEQUENT EVENTS
Issuance
of Common Shares:
October
29, 2019 the Company issued 24,253,038 common shares in satisfaction of $10,000 of convertible indebtedness and $1,035 of accrued
interest on convertible indebtedness.
On
October 29, 2019 the Company issued 19,475,615 common shares in satisfaction of $4,907of convertible indebtedness and $1,422 of
accrued interest on convertible indebtedness.
On
November 5, 2019 the Company issued 29,219,194 common shares in satisfaction of $9,000 of convertible indebtedness and $1,518
of accrued interest on convertible indebtedness.
On
November 5, 2019 the Company issued 28,000,000 common shares in satisfaction of $5,775 of convertible indebtedness and $2,625
of accrued interest on convertible indebtedness.
On
November 5, 2019 the Company issued 28,000,000 common shares in satisfaction of $5,775 of convertible indebtedness and $2,625
of accrued interest on convertible indebtedness.
On
November 5, 2019 the Company issued 30,555,555 common shares in satisfaction of $11,000 of convertible indebtedness .
On
November 27, 2019 the Company issued 36,500,000 common shares in satisfaction of 2785 accrued interest on convertible indebtedness
and $500 in fees.
On
December 3, 2019 the Company issued 36,114,111 common shares in satisfaction of $5,500 of convertible indebtedness and $1,000
accrued interest on convertible indebtedness .
On
December 4, 2019 the Company issued 36,542,564 common shares in satisfaction of $6,090 of convertible indebtedness and $1,035
accrued interest on convertible indebtedness .
On
December 5, 2019 the Company issued 41,922,222 common shares in satisfaction of $7,456 of convertible indebtedness .
On
December 6, 2019 the Company issued 41,923,556 common shares in satisfaction of $907 of convertible indebtedness and $2,365 accrued
interest on convertible indebtedness .
On
December 10, 2019 the Company issued 49,729,272 common shares in satisfaction of $5,878 of convertible indebtedness .
On
December 13, 2019 the Company issued 52,214,500 common shares in satisfaction of $2,266 of convertible indebtedness and $366 of
accrued interest on convertible indebtedness and $500 in fees.
On
December 13, 2019 the Company issued 52,200,000 common shares in satisfaction of $3,132 of convertible indebtedness.
On
December 16, 2019 the Company issued 49,759,153 common shares in satisfaction of $5,470 of convertible indebtedness and $988 of
accrued interest on convertible indebtedness.
On
December 19, 2019 the Company issued 42,000,000 common shares in satisfaction of $3,280 of convertible indebtedness
On
December 20, 2019 the Company issued 59,940,000 common shares in satisfaction of $3,280 of convertible indebtedness and $616 of
accrued interest on convertible indebtedness.
On
December 20, 2019 the Company issued 59,900,000 common shares in satisfaction of $3,594 of convertible indebtedness.
On
December 23, 2019 the Company issued 59,907,667 common shares in satisfaction of $942 of convertible indebtedness, $354 of accrued
interest on convertible indebtedness and $500 in fees.
On
January 2, 2020 the Company issued 69,685,185 common shares in satisfaction of $3,763 of convertible indebtedness.
On
January 2, 2020 the Company issued 70,793,000 common shares in satisfaction of $1,104 of convertible indebtedness , 524 of accrued
interest on convertible indebtedness and $500 in fees.
On
January 23, 2020 the Company issued 42,035,947 common shares in satisfaction of $202 of convertible indebtedness , $558 of accrued
interest on convertible indebtedness and $500 in fees.
On
October 28, 2020 the Company issued 80,065,846 common shares in satisfaction of $3,752 of convertible indebtedness and $1,452
of accrued interest on convertible indebtedness.
On
November 6, 2020 the Company issued 83,934,153 common shares in satisfaction of $3,900 of convertible indebtedness and $1,555
of accrued interest on convertible indebtedness.
On
December 11, 2020 the Company issued 87,020,000 common shares in satisfaction of $7,300 of convertible indebtedness and $3,142
of accrued interest on convertible indebtedness.
On
December 16, 2020 the Company issued 6,437,153 common shares in satisfaction of $852 of convertible indebtedness , $429 of accrued
interest on convertible indebtedness and $160 in fees..
On
December 16, 2020 the Company issued 88,158,923 common shares in satisfaction of $4,030 of convertible indebtedness and $1,700
of accrued interest on convertible indebtedness.
On
December 17, 2020 the Company issued 83,216,917 common shares in satisfaction of $8,200 of convertible indebtedness and $1,786
of accrued interest on convertible indebtedness.
On
December 23, 2020 the Company issued 108,444,444 common shares in satisfaction of $16,000 of convertible indebtedness and $3,250
of accrued interest on convertible indebtedness.
On
December 31, 2020 the Company issued 117,837,384 common shares in satisfaction of $5,330 of convertible indebtedness and $2,329
of accrued interest on convertible indebtedness.
On
January 28, 2021 the Company issued 85,900,000 common shares in satisfaction of $5,154 of convertible indebtedness.
On
February 23, 2021 the Company issued 88,000,000 common shares in satisfaction of $4,400 of accrued interest on convertible indebtedness.
On
February 24, 2021 the Company issued 82,759,286 common shares in satisfaction of $30,000 of convertible indebtedness and $4,758
of accrued interest on convertible indebtedness.
On
March 2, 2021 the Company issued 119,269,538 common shares in satisfaction of $5,260 of convertible indebtedness and $2,492 of
accrued interest on convertible indebtedness.
On
March 18, 2021 the Company issued 70,000,000 common shares in satisfaction of $3,415 of convertible indebtedness and $84 of accrued
interest on convertible indebtedness.
On
March 31, 2021 the Company issued 40,000,000 common shares in satisfaction of $1926 of convertible indebtedness and $74 of accrued
interest on convertible indebtedness.
On
April 12, 2021 the Company issued 85,000,000 common shares in satisfaction of $3111 of convertible indebtedness and $49 of accrued
interest on convertible indebtedness.
On
April 13, 2021 the Company issued 83,636,833 common shares in satisfaction of $3,511 of convertible indebtedness and $1508 of
accrued interest on convertible indebtedness.
On
April 13, 2021 the Company issued 32,968,042 common shares in satisfaction of $19,000 of convertible indebtedness and $4736 of
accrued interest on convertible indebtedness.
On
April 15, 2021 the Company issued 146,452,000 common shares in satisfaction of $1,416 of convertible indebtedness and $680 of
accrued interest on convertible indebtedness.
On
April 15, 2021 the Company issued 49482000 common shares in satisfaction of $2288 of convertible indebtedness and $680 of accrued
interest on convertible indebtedness.
On
April 16, 2021 the Company issued 70,755,885 common shares in satisfaction of $47,000 of convertible indebtedness and $8,189 of
accrued interest on convertible indebtedness.
On
April 16, 2021 the Company issued 90,311,411 common shares in satisfaction of $4,238 of convertible indebtedness and $17 of accrued
interest on convertible indebtedness.
On
April 21, 2021 the Company issued 163,814,000 common shares in satisfaction of $7564 of convertible indebtedness and $2,264 of
accrued interest on convertible indebtedness.
On
April 28, 2021 the Company issued 28,784,167 common shares in satisfaction of $22,000 of convertible indebtedness and $3,905 of
accrued interest on convertible indebtedness.
On
May 3, 2021 the Company issued 33,012,555 common shares in satisfaction of $1,416 of convertible indebtedness and $729 of accrued
interest on convertible indebtedness.
On
May 5, 2021 the Company issued 27,753,016 common shares in satisfaction of $1,187 of convertible indebtedness and $616 of accrued
interest on convertible indebtedness.
Issuance
of Series A Preferred Shares:
On
May 12, 2020 the Company issued 5,238,875 Series A Preferred shares in satisfaction of $3,000 of convertible indebtedness and
$1,426 of accrued interest on convertible indebtedness.
On
July 1, 2020 the Company issued 11,603,784 Series A Preferred shares in satisfaction of $5,000 of convertible indebtedness and
$2,542 of accrued interest on convertible indebtedness.
On
August 7, 2020 the Company issued 16,549,800 Series A Preferred shares in satisfaction of $7,000 of convertible indebtedness and
$3,757 of accrued interest on convertible indebtedness.
On
December 17, 2020 the Company issued 32,379,169 Series A Preferred shares in satisfaction of $13,000 of convertible indebtedness
and $8,046 of accrued interest on convertible indebtedness.
Issuance
of Series M Preferred Shares:
On
November 15, 2019 the Company issued 4,000,000 Series M Preferred shares as consideration for services.
On
November 18, 2019 the Company issued 2,000,000 Series M Preferred shares as consideration for services.
Issuance
of Series NC Preferred Shares
On
April 13, 2021 the Company issued 10,000 Series NC Preferred shares to its Chief Executive Officer as consideration for services.
Certificate
of Designations
On
March 26, 2021 Regen Biopharma, Inc. ( “Regen”) filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred
stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as "Series NC Preferred Stock").
The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to
each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that
number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 500,000. Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.
The
holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in
accordance with Nevada Law, in its discretion, from funds legally available therefore
On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall
receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.