Current Report Filing (8-k)
October 04 2018 - 6:06AM
Edgar (US Regulatory)
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): September 30, 2018
REGEN BIOPHARMA, INC.
(Exact name of small business issuer
as specified in its charter)
Nevada
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45-5192997
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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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 3.02
Unregistered Sales of Equity Securities
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 one time interest charge of 10% of the principal amount shall be applied to
the principal amount of the Note.
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.
The abovementioned Note contains a provision that until
such time as the shares of stock issuable upon conversion of the Note have been registered under the Act or otherwise may be sold
pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately
sold, each certificate for shares of stock issuable upon conversion of the Note that has not been so included in an effective registration
statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the
legend, shall bear a restrictive legend. The Note was issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended
(the “Act”). No underwriters were retained to serve as placement agents for the sale. The Note was sold directly through
our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement
or general solicitation made in connection with this Offer and Sale of Note.
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.
The foregoing description of the abovementioned Note
is not complete and is qualified in its entirety by reference to the text of the Note , which is attached to this Current Report
on Form 8-K as Exhibit 10.1 and incorporated in this Item 8.01 by reference.
Item 9.01 Exhibits
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Exhibit No.
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Description of Exhibit
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10.1
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$350,000 Convertible Promissory Note
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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.
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REGEN BIOPHARMA, INC.
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Dated: October 2, 2018
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By:
/s/ David Koos
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David Koos
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Chief Executive Officer
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