UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 20, 2014

 

REGEN BIOPHARMA, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada 45-5192997

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

Commission File No. 333-191725

 

4700 Spring Street, St 304, La Mesa, California 91942

(Address of Principal Executive Offices)

 

(619) 702 1404

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Item 1.01. Entry into a Material Definitive Agreement

On November 20, 2014 Dr. Christine Ichim assigned to Regen Biopharma, Inc. ( the “Company”) all right, title, and interest in and to the invention described in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating NR2F6 for therapeutic applications. In particular, methods and compositions comprising modulators of NR2F6 for modulating stem cell growth, proliferation and differentiation and for treating associated conditions and diseases. As Consideration by the Company to Dr. Ichim for the rights the Company is required to issue to Dr. Ichim 100,000 of the Company’s common shares.

The foregoing description of the Assignment is not complete and is qualified in its entirety by reference to the text of the Assignment , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.

On November 20, 2014 the Company and Dr. Christine Ichim entered into a consulting agreement (“Consulting Agreement”). Pursuant to the Consulting Agreement, Dr. Ichim shall invent for the Company the following:

a) Cord Blood Small Molecule (“CBSM invention”)

b) Cancer Small Molecule Ligand Binding (“CSMLB Invention”)

c) Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”)

d) Cancer Small Molecule using 170 Compound List (“CSM170 Invention”)

and shall assign to the Company 100% of her right, title, and interest in the above named inventions and any and patent applications filed for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).

Consideration to be paid by the company to Dr. Ichim pursuant to the Consulting Agreement shall consist of the following:

i) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM Invention
ii) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMLB Invention
iii) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMAI Invention
iv) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSM170 Invention
  v) Dr. Ichim shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by the Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less any of the following items

(a) outbound shipping, storage, packing and insurance expenses;

(b) distributor discounts;

(c) allowance for doubtful accounts or uncollectible accounts receivable;

(d) amounts repaid or credited as a result of rejections, defects, or returns

(e) sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity

(f) sales commissions.

The foregoing description of the Consulting Agreement is not complete and is qualified in its entirety by reference to the text of the Consulting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.

Item 9.01 Exhibits.

Exhibit No.   Description of Exhibit
10.1   Assignment
10.2   Consulting Agreement

 
 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Regen Biopharma, Inc.
   
Dated: November 24, 2014 By: /s/ David Koos
  David Koos
  Chief Executive Officer

 



Exhibit 10.1

ASSIGNMENT OF INVENTION AND PATENT APPLICATION

Parties

Whereas, I, Christine Ichim (“ASSIGNOR”), a natural person and residing at 12685 Campo Road, Spring Valley CA 91978 desire to assign any and all ownership interest in the inventions described in U.S. Patent Application Serial No. 13/652,395, filed on October 15th, 2012, “Modulation of NR2F6 and methods and uses thereof” known as the “Invention”.

Whereas, Regen Biopharma, Inc. (“ASSIGNEE”), a Nevada corporation whose address is 4700 Spring Street, St 304, La Mesa, California 91942 desires to acquire the entire right, title, and interest in and to the Invention.

Representation of Assignor

ASSIGNOR represents that she currently holds sole right, title, and interest in United States Patent Application 13/652,395.

Assignment

Now therefore, for the Consideration listed below, ASSIGNOR hereby acknowledges that they have sold, assigned, transferred, and set over, and by these presents do hereby sell, assign, and transfer, and set over unto ASSIGNEE and its successors and assigns, the entire 100% of the following:

(A) any of ASSIGNOR’S right, title and interest in and to the Invention described in Patent Application Serial No. 13/652,395;

(B) any patent or reissues of any patent that may be granted thereon;

(C) ASSIGNOR authorizes and requests the Commissioner for Patents to issue any resulting patent(s) as follows: 0% to ASSIGNOR and 100% to ASSIGNEE; and

(D) any applications which are non-provisionals, continuations, continuations-in-part, substitutes, or divisions of Patent Application Serial No. 13/652,395.

Consideration

As Consideration, ASSIGNOR shall be issued One Hundred Thousand Common Shares of the ASSIGNEE for the rights to Application Serial No. 13/652,395,

ASSIGNOR DUTIES AND RIGHTS

ASSIGNOR hereby further sells, assigns, transfers and sets over unto ASSIGNEE, 100% of ASSIGNOR’S entire right, title, and interest in and to said Invention in each and every country foreign to the United States; and ASSIGNOR further conveys to ASSIGNEE the above percentage of all priority rights resulting from the above-identified application for United States patent.

ASSIGNOR agrees to execute all papers, give any required testimony, and perform other lawful acts as ASSIGNEE may require to enable ASSIGNEE to perfect ASSIGNEE’S interest in any resulting patent of the United States and countries foreign thereto, and to acquire, hold, enforce, convey, and uphold the validity of said patent and reissues and extensions thereof, and ASSIGNEE’S interest therein.

ASSIGNOR further agrees to cooperate with ASSIGNEE in the preparation, drafting, filing, and prosecution of all applications for patent, provisional and nonprovisional, and foreign counterparts. If ASSIGNEE does not wish to file a particular patent application that claims priority back to Patent Application Serial No. 13/652,395, they agree to assign the rights back to ASSIGNOR who can pursue a patent application at her own expense.

ASSIGNOR further agrees to amend or, if in the determination of the ASSIGNEE an amendment is not feasible, prepare a continuation of Patent Application Serial No. 13/652,395 encompassing the Invention which shall include SiRNA which shall be assigned to ASSIGNEE

SPECIFIC PERFORMANCE

Any breach of this Agreement may result in irreparable damage to ASSIGNEE for which ASSIGNEE will not have an adequate remedy at law. Accordingly, in addition to any other remedies and damages available, ASSIGNOR acknowledges and agrees that ASSIGNEE may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.

EXECUTION

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

ENTIRE AGREEMENT

This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement

GOVERNING LAW, VENUE, WAIVER OF JURY TRIAL

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

In testimony whereof ASSIGNOR and ASSIGNEE intending to be legally bound hereunto affixes their signatures below. 

ASSIGNOR

 

   
/s/ Christine Ichim 11/20/2014
Christine Ichim (Date)

  

ASSIGNEE

 

   
/s/ David Koos 11/20/2014
David Koos (Date)
Chairman & CEO  
Regen BioPharma, Inc.  

  



Exhibit 10.2

Consulting Agreement 

Agreement by and between Christine Ichim (“Consultant”) , a natural person whose address is at 12685 Campo Road, Spring Valley CA 91978 and Regen Biopharma, Inc. (“Company”) , a Nevada corporation whose address is 4700 Spring Street, St 304, La Mesa, California 91942.

It is agreed as follows:

1. INVENTIONS

Consultant agrees that she has been specifically hired by the Company to invent the following:

a) Cord Blood Small Molecule (“CBSM invention”)
b) Cancer Small Molecule Ligand Binding (“CSMLB Invention”)
c) Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”)
d) Cancer Small Molecule using 170 Compound List (“CSM170 Invention”)

2. PATENT APPLICATIONS

Consultant agrees to file with the United States Patent and Trademark Office provisional applications for patent and subsequent applications for patent for all of the CBSM invention, the CSMLB Invention, the CSMAI Invention and the CSM170 Invention

3. ASSIGNMENT

Consultant assigns to the Company 100% of her right, title, and interest in

i) CBSM invention
ii) CSMLB Invention
iii) CSMAI Invention
iv) CSM170 Invention

and patent applications filed for the above (as well as such rights in any divisions, continuations in whole or part or substitute applications) to Company .

Consultant authorizes the United States Patent and Trademark Office and the equivalent authority of any nation to issue any Patents resulting from applications for patent for any of the inventions which are the subject of this Agreement to the Company. The right, title and interest is to be held and enjoyed by the Company and the Company's successors and assigns as fully and exclusively as it would have been held and enjoyed by Consultant had this assignment not been made..

Consultant further agrees to: (a) cooperate with Company in the prosecution of all applications for patent, provisional and nonprovisional, and foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including patent applications and instruments of transfer; and (c) perform such other acts as Company lawfully may request to obtain or maintain the Patent for the inventions in any and all countries.

4. CONSIDERATION
v) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM Invention
vi) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMLB Invention
vii) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMAI Invention
viii) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Consultant shall be issued One Hundred Thousand Common Shares of the Company and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSM170 Invention
  v.) Consultant shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by the Company of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less any of the following items

(a) outbound shipping, storage, packing and insurance expenses;

(b) distributor discounts;

(c) allowance for doubtful accounts or uncollectible accounts receivable;

(d) amounts repaid or credited as a result of rejections, defects, or returns

(e) sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity

(f) sales commissions.

5. RESTRICTED SECURITIES ACKNOWLEDGMENT

Consultant acknowledges that any securities issued pursuant to this Agreement shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall contain the following restrictive legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”

6. SPECIFIC PERFORMANCE

Any breach of this Agreement may result in irreparable damage to Company for which Company will not have an adequate remedy at law. Accordingly, in addition to any other remedies and damages available, Consultant acknowledges and agrees that Company may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.

7. EXECUTION

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

8. ENTIRE AGREEMENT

This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement

10. GOVERNING LAW, VENUE, WAIVER OF JURY TRIAL

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Company

 

By/s/David R. Koos

____________

David R. Koos

Chairman & CEO

Regen Biopharma , Inc.

 

 

Consultant

By/s/Christine Ichim

_____________

Christine Ichim, PhD

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