Item
1.01 Entry into a Material Definitive Agreement.
On
September 17,2021 Regen Biopharma, Inc. ( the “Company”) issued a promissory note in the principal amount of $1,500,000 (
“Note”) of which $75,000 was retained by the Holder through an Original Issue Discount for due diligence and origination
related to this transaction and Thirty-five Thousand Dollars $35,000 was remitted by the Holder, at the instance and on behalf of the
Company, directly to Holder’s counsel for documentation preparation fees resulting in net consideration paid to the Company of
$1,390,000.
The
Note carries “Guaranteed Interest” on the principal amount at the rate of 5% per annum for the ten-month term of this Note
for an aggregate Guaranteed Interest $62,500 all of which Guaranteed Interest shall be deemed earned as of September 17, 2021.
The
Principal Amount and the Guaranteed Interest shall be due and payable in five equal monthly payments of $312,500 commencing on March
17, 2022 and continuing on the 17th day of each month thereafter until paid in full not later than July 18, 2022 (the “Maturity
Date”).
Solely
following an Event of Default (as such term is defined in the Note) the Note shall become convertible, in whole or in part, into shares
of Common Stock at the option of the Holder. The conversion price of the Note is 90% of the lowest per-share Trading Price per share.
Trading Price is defined as the lowest daily VWAP for the 20 Trading Days preceding a Conversion Date. VWAP is defined as the dollar
volume-weighted average price for the common shares as reported by Bloomberg.
The
foregoing description of the abovementioned Agreement is not complete and is qualified in its entirety by reference to the text of the
abovementioned agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by
reference.
Item
8.01
On
September 21, 2021 the Company paid $800,000 to ChemDiv, Inc. pursuant to that Settlement and Release Agreement (“Settlement And
Release Agreement”) entered into by and between CHEMDIV, INC. ("ChemDiv"), REGEN BIOPHARMA, INC. ("Regen"),
ZANDER THERAPEUTICS, INC., and DAVID KOOS ("Koos") on September 15, 2021.
The
text of the abovementioned Settlement And Release Agreement is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated
in this Item 8.01 by reference.
Item
8.01
On
September 24th 2021 the Company’s Chairman and Chief Executive Officer released the following update to the shareholders
of the Company
REGEN
BIOPHARMA, INC.
MESSAGE
TO THE SHAREHOLDERS FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
When
I returned to Regen on March 23, 2021 in order to serve as Chairman and Chief Executive Officer I found myself at the helm of a company
on the verge of collapse. We were behind in bills, at risk of losing patent protection on valuable IP, and delinquent in our SEC filing
obligations. Worse of all we were being sued by our Contract Research Organization in a complaint seeking damages of $1,200,000 which
also threatened our ownership rights to valuable intellectual property. The progress we have achieved since my return has been substantial
and yet is dwarfed by what I believe can be achieved in the months to come.
PROGRESS
TO DATE
Since
my return the Company has:
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1)
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Become current
in its SEC filing obligations eliminating the risk that the public trading market for both the common and Series A preferred shares would
disappear.
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2)
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Paid amounts owed
to essential vendors such as the Company’s patent attorney in order that important business relationships could resume unimpeded
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3)
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Revived applications
pertaining to vital intellectual property deemed abandoned by the US Patent and Trademark Office
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4)
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Obtained financing
in the net amount of $1,390,000 through the issuance of a Promissory Note which would become convertible into stock ONLY in the event
the Company defaults. So long as the Company is timely in payments and otherwise complies with the terms and conditions of the Note this
Note MAY NOT be converted.
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5)
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Settled the lawsuit
brought by ChemDiv, Inc., our Contract Research Organization, for the sum of $800,000 which was paid to ChemDiv on September 21, 2021.
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6)
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Been issued several
patents
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7)
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Entered into two
non-related party licensing agreement resulting in non-related party revenue of $1,905,000 being recognized in the quarter ended June
30, 2021. These licensing agreements pertain to mRNA and our checkpoint NR2F6.
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SHORT
TERM GOALS
During
the coming months I shall endeavor to achieve the following milestones:
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1)
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Settle all outstanding
convertible notes payable in order that the Company will have no convertible instruments outstanding.
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2)
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Hire a Chief Scientific
Officer
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3)
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Seek out and enter
into alliances, co-development agreements and additional licensing agreements with regard to our proprietary mRNA and NR2F6 portfolios.
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4)
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Obtain OTCQB listing
for our securities on the OTC Market.
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5)
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Establish a social
media presence in order to more easily provide updates to our shareholders, the investment community, the scientific community and the
public at large.
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Thank
you for your past and continued patience as we move the Company forward. I look forward to receiving shareholder input and can be reached
at david.koos@regenbiopharma.com.
Sincerely,
David
Koos
Certain
statements that we make may constitute “forward-looking statements. Forward-looking statements include information concerning future
strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow
and capital expenditures), industry or market conditions, demand for and pricing of our products, acquisitions and divestitures, anticipated
results of litigation and regulatory developments or general economic conditions. In addition, words such as “believes,”
“expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,”
“forecasts,” “endeavors” and future or conditional verbs such as “will,” “may,” “could,”
“should,” and “would,” as well as any other statement that necessarily depends on future events, are intended
to identify forward-looking statements. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions.
Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results
will not differ materially from those expressed in the forward-looking statements. We caution investors not to rely unduly on any forward-looking
statements. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate,
whether as a result of new information, future events or otherwise
Item
9.01 Exhibits.