Notes
to Condensed Consolidated Financial Statements
As
of March 31, 2019
(Unaudited)
The
accompanying unaudited interim condensed consolidated financial statements of Regen Biopharma , Inc. (“Regen” or “the
Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America
and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with
the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K
for the year ended September 30, 2018. In general, interim disclosures do not repeat those contained in the annual statements.
In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of
financial position and the results of operations for the interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results to be expected for the full year.
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 majority owned subsidiary
of Regen. Significant inter-company transactions have been eliminated. As of March 31, 2019 Regen owns 82.35% of KCL Therapeutics,
Inc.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
D.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures
that enhance the value of property and equipment are capitalized.
F.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy
requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs
required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities.
G.
DERIVATIVE LIABILITIES
The
Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded
components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting
Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market
each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability,
the change in fair value is recorded in the consolidated statement of operations.
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 March 31, 2019 utilized the following inputs:
|
Risk Free Interest Rate
|
|
|
2.33
|
%
|
|
Expected Term
|
|
|
0.01 – 2.1 Yrs
|
|
|
Expected Volatility
|
|
|
168.66 – 273.20%
|
|
|
Expected Dividends
|
|
|
0
|
|
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 March 31, 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 quarters ended March 31,
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
August 2014, 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 $17,459,047 during the period from April 24, 2012 (inception) through March 31, 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. During the year ended September 30, 2018 the Company raised $50,000 through
the sale of equity securities for cash, $1,382,750 through the sale of convertible notes, and $38,000 through the satisfaction
of a Note Receivable issued as consideration for a convertible note issued by the Company. During the quarter ended December 31,
2018 the Company raised $131,250 through the issuance of convertible notes. During the quarter ended March 31, 2019 the Company
raised $95,000 through the issuance of convertible notes
NOTE
4. NOTES PAYABLE , RELATED PARTY
|
|
|
March 31,
2019
|
|
David Koos ( Note 7)
|
|
|
227
|
|
|
Zander Therapeutics, Inc. (Note 7)
|
|
|
8500
|
|
|
Notes Payable, Related Parties
|
|
$
|
8727
|
|
$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 March 31, 2019 Regen Biopharma Inc. is indebted to ZanderTheraputics, Inc. (“Zander) in the amount of $8,500.
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.
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 both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Caven also serve as a Director
of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary
applications.
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 both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Caven also serve as a Director
of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary
applications. All of Zander, Regen and KCL Therapeutics are agreeable that Zander shall
be permitted at its option to apply any unpaid overdue liability of Regen ( including any and all accrued interest on promissory
notes) towards any Anniversary fees and/or Minimum Royalties that may be payable by Zander pursuant to that license agreement
originally entered into by Zander and Regen on June 23, 2015 ( Note 7). As of June 30, 2019 Regen is indebted to Zander in the
principal amount of $56,900.
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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31,
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 March 31, 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
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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 March 31 2019 the unamortized discount on the convertible note outstanding is $0. As of March 31, 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 March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31,
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 March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31,
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 March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $0. As of March 31,
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 March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0 As of March 31,
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 March 31, 2019 the unamortized discount on the convertible note outstanding is $0. As of March 31,
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 March 31, 2019 is 0.
On
December 22, 2016 (“Issue date”) the Company issued a fifth 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 0. As of March 31,
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 March 31, 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 March 31 , 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 $214,285 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $ 23,677.
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 On 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 March 31, 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 $71,248 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $8,074.
On
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 march 31, 2019 the unamortized discount on the convertible note outstanding is $15,769.
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $15,422.
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 March 31, 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 $71,429 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $8,827.
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $17,655.
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 March 31, 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 $571,429 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$73,540.
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 March 31, 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 $285,714 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$35,251.
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $17,655.
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 March 31, 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 $428,571 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$61,464.
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 March 31, 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 $171,429 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $16,386.
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 March 31, 2019 $30,000 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 $14,286 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $0.
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 March 31, 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 $71,429 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $11,815.
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $24,703.
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 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 March 31, 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 $285,714 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$49,452.
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $24,863.
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 March 31, 2019, 2017 $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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $25,638.
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 March 31, 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 $114,285 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $20,547.
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 March 31, 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 $285,714 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$52,463.
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 March 31, 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 $71,249 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $13,480.
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 March 31, 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 $71,249 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $13,480.
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 March 31, 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 $285,714 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$51,824.
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 March 31, 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 $100,000 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding
is $20,278.
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 March 31, 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 $258,714 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$58,394.
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 afternote·issuance
|
|
135% of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of March 31, 2019 $63,700 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 $70,000 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is
$0.
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 March 31, 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 $142,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding
is $28,558.
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 March 31, 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 $71,248 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $14,828.
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 March 31, 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 $285,714 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding
is $64,324.
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.
|
As
of March 31, 2019 $82,838 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 $138,063 was recognized
by the Company as of March 31, 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 March 31, 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.(Note
8)
As
of March 31, 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 $32,857 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding
is $8,557.
On
August 14, 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 August 13, 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.
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 afternote·issuance
|
|
140% of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of March 31, 2019 $46,800 of the principal balance 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 $65,000 was recognized
by the Company as of March 31, 2019. The issuance of the Notes amounted in a discount of $75,000 which is amortized under the
Interest Method over the life of the Notes. As of March 31, 2019 the unamortized discount on the convertible note outstanding
is $30,035.
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. 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. ( Note 8)
As
of March 31, 2019, 350,000 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 March 31 2019 the unamortized discount on the convertible note outstanding is $262,859. The amount
by which the Note’s as converted value exceeds the principal amount as of March 31, 2019 is $ 308,602
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 both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, 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
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 afternote·issuance
|
|
135% of the sum· of principal plus accrued· interest
|
This
Note may not be prepaid after the 180th day.
As
of March 31, 2019 $63,000 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 $80,769 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $31,931.
On
October 3, 2018 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $63,000
for consideration consisting of a Note payable to the Company in the amount of $63,000. 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.
As
of March 31, 2019 $63,000 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 $80,769 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $31,931.
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 March 31, 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 $104,166 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $39,754.
On
January 22, 2019 the Company issued a convertible note in the face amount of $50,000 (“Front End Note”). Consideration
for the Front End Note consisted of $47,500 cash and payment of fees associated with the Front End Note of $2,500. The Front End
Note shall accrue simple interest in the amount of 10%. Principal and Accrued Interest is due and payable on January 22, 2020.
The
Front End 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 March 31, 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 $69,444 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $40,684
On
January 22, 2019 the Company issued a convertible note in the face amount of $50,000 (“Back End Note”). Consideration
for the Back End Note consisted of a $50,000 Note payable to the Company. The Back End Note shall accrue simple interest in the
amount of 10%. Principal and Accrued Interest is due and payable on January 22, 2020.
The
Back End 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.
As
of March 31, 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 $69,444 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $40,684
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.
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 $69,444 was recognized
by the Company as of March 31, 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 March 31, 2019 the unamortized discount on the convertible note outstanding is $43,973
NOTE 6.
NOTES RECEIVABLE
|
|
|
March
31,
2019
|
|
LG
Capital Funding LLC.
|
|
$
|
63,000
|
|
$63,000
lent by the Company to LG Capital Funding LLC (“Note Receivable) is due and payable on June 3, 2019 and simple interest
at a rate of 8% per annum.
The
Note Receivable is initially secured by a pledge of a $63,000 Note issued to LG Capital Funding LLC by the Company
$50,000
lent by the Company to Ader Alef LLC (“Note Receivable) is due and payable on September 22, 2019 and simple interest at
a rate of 10% per annum.
The
Note Receivable is initially secured by a pledge of a $50,000 Note issued to Adar Alef LLC LLC by the Company.
Both
of the abovementioned Notes Receivable contain provisions allowing the Borrower to cancel payment obligation in the event that
the Company becomes noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of
1934. The Company became noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange
Act of 1934.as of the due date of the Company’s quarterly report for the Company’s quarter ended march 31, 2019. The
Company believes there is a likely chance that the Borrower will cancel their payment obligations under the Notes and has fully
reserved the principal amount of the Notes as well as accrued interest earned on the Notes.
NOTE
7. RELATED PARTY TRANSACTIONS
As
of September 30, 2018 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”)
, a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding
of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.
The
Company utilizes 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 is on a month to month basis and rent payable
to BST Partners by Regen Biopharma Inc is equal to $5,000 per month.
As
of March 31, 2018 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.
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 a subsidiary of Entest Biomedical, Inc.
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 or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
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
September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction
of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma,
Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as
of the date of issuance.
During
the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15th, 2016
liability.
During
the quarter ended June 30, 2017 Zander caused to be issued to the Company 83,000 shares of the nonvoting convertible preferred
stock of Entest Biomedical, Inc. in satisfaction of 83,000 owed to the Company by Zander.On June 23, 2017 $7,000 of principal
indebtedness and $147 of Accrued Interest Payable by the Company to Zander was applied toward the satisfaction of a minimum royalty
payment owed by Zander to the Company pursuant to the Agreement.
During
the quarter ended September 30, 2017 Zander caused to be issued to the Company 102,852 shares of the nonvoting convertible preferred
stock of Entest Biomedical, Inc. in satisfaction of $102,852 owed to the Company by Zander.
During
the quarter ended December 31, 2017 Zander prepaid $58,000 of minimum royalties which will become due pursuant to the Agreement.
During
the quarter ended March 31, 2018 Zander prepaid $20,000 of minimum royalties which will become due pursuant to the Agreement.
On
February 7, 2018 the Company and Zande agreed to a 10% reduction of Zander’s June 2018 Annual Anniversary Fee obligation
if Zander pays such fee on or before February 10, 2018. $90,000 was paid by Zander in satisfaction of the June 2018 Annual Anniversary
Fee during the quarter ended March 31, 2018.
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 March 31, 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 one time 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 March 31, 2019, 350,000 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 both 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.
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.
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 both Regen BioPharma, Inc. and Zander Therapeutics Inc. Koos, Caven also serve as a Director
of Zander Therapeutics, Inc. Zander Therapeutics, Inc. is the sole licensee of Regen's NR2F6 intellectual property for veterinary
applications. All of Zander, Regen and KCL Therapeutics are agreeable that Zander shall be permitted at its option to apply any
unpaid overdue liability of Regen ( including any and all accrued interest on promissory notes) towards any Anniversary fees and/or
Minimum Royalties that may be payable by Zander pursuant to that license agreement originally entered into by Zander and Regen
on June 23, 2015 ( Note 7). As of June 30, 2019 Regen is indebted to Zander in the principal amount of $56,900
NOTE
8. ACCOUNTS RECEIVABLE, RELATED PARTY
Accounts
Receivable due from Related Party as of June 30, 2019 consist solely of amounts earned by the Company not yet paid resulting from
the Company’s license agreement with KCL Therapeutics ( See Note 7) .All of Zander, Regen and KCL Therapeutics are agreeable
that Zander shall be permitted at its option to apply any unpaid overdue liability of Regen ( including any and all accrued interest
on promissory notes) towards any Anniversary fees and/or Minimum Royalties that may be payable by Zander pursuant to that license
agreement originally entered into by Zander and Regen on June 23, 2015 ( Note 7). As of June 30, 2019 Regen is indebted to Zander
in the principal amount of $56,900
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.
BST
is controlled by David Koos, Regen Biopharma, Inc.’s Chairman and Chief Executive Officer.
NOTE
10. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 2019:
Common
stock, $ 0.0001 par value; 1, 800,000,000 shares authorized: 377,115,053 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 March 31, 2019, 300,000,000 is designated Series A Preferred Stock of which 150,434,496 shares are
outstanding as of March 31, 2019 and 300,000,000 is designated Series M Preferred Stock of which 38,000,000 shares are outstanding
as of March 31, 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
March 31, 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 as of 3/31/2019
|
|
|
5,447
|
|
|
Investment Securities as of 3/31/2019
|
|
|
12,250
|
|
|
Note Receivable
|
|
|
8,500
|
|
|
Interest Receivable
|
|
|
8,811
|
|
|
Convertible Note Receivable
|
|
|
350,000
|
|
|
Prepaid Expenses
|
|
|
92,571
|
|
|
Due from Former Employee
|
|
|
4,838
|
|
|
Accounts Payable
|
|
|
1,270,556
|
|
|
Notes Payable
|
|
|
500,000
|
|
|
Accrued Expenses
|
|
|
74,372
|
|
|
Enterprise Value as of 3/31/2019
|
|
|
2,327,345
|
|
|
Less Total Debt
|
|
|
(1,844,928
|
)
|
|
Portion of Enterprise Value attributable to shareholders
|
|
|
482,417
|
|
|
Fair Value per share
|
|
|
0.0105948
|
|
The
abovementioned constitute the Company’s sole investment securities as of March 31, 2019
As
of March 31, 2019:
|
|
470,588
|
|
|
Common
Shares of Zander Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Losses
|
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended March 31,
2019
|
|
|
$
|
5,741
|
|
|
$
|
4,985
|
|
|
$
|
(756
|
)
|
|
$
|
(24546
|
)
|
|
|
725,000
|
|
|
Series
M Preferred of Zander Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Loss
|
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended March 31, 2019
|
|
|
$
|
13,124
|
|
|
$
|
7,681
|
|
|
$
|
(4551
|
)
|
|
$
|
(37816
|
)
|
NOTE
12. STOCK TRANSACTIONS
Issuance
of Common Shares
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 12000000 common shares in satisfaction of $5825 of convertible indebtedness, $500 in fees and
$874 of accrued interest on convertible indebtedness.
On
March 19, 2019 the Company issued 16210615 common shares in satisfaction of $13,800 of convertible indebtedness and $2005 of accrued
interest on convertible indebtedness.
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.
Issuance
of Series A Preferred Shares
On
January 9, 2019 the Company issued 10,000,000 Series A Preferred shares to a consultant as consideration for services.
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 Chief Financial Officer of both Regen and KCL, was issued 5,000,000 of the common shares of
KCL as consideration for services.
NOTE
13. PRIOR PERIOD ADJUSTMENTS
The
Company has adjusted consulting expenses for the quarter ended March 31, 2018 in the following manner
Consulting
Expenses reduced by $750.
The
aforementioned adjustments have resulted in a decrease in Net Loss for the period ended March 31, 2018 as originally reported
of $750.
The
Company has adjusted Dividend Income, Research and Development Expenses, and Consulting Expenses for the quarter ended June 30,
2018 in the following manner:
|
(a)
|
|
Research
and Development Expenses for the period have been increased by $2700
|
|
(b)
|
|
Consulting
Expenses for the period have been reduced by $2700
|
|
(c)
|
|
Dividend
Income for the period has been increased by $5,741
|
The
aforementioned adjustments have resulted in a decrease in Net Loss for the period ended June 30, 2018 as originally reported of
$5,741
NOTE
14. SUBSEQUENT EVENTS
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
May 7, 2019 the Company issued 17,876,797 common shares in satisfaction of $10,000 of convertible indebtedness and $726 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
May 7, 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
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.
On
July 10, 2019 the Company issued 25,870,700 common shares in satisfaction of $2,049 of convertible indebtedness, $500 in fees
and $2883 of accrued interest on convertible indebtedness.
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.
On
July 19, 2019 Regen Biopharma, Inc. amended its Certificate of Incorporation increasing its authorized common shares from 1, 800,000,000
with a par value of 0.0001 to 4,800,000,000 with a par value of 0.0001
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.
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.
On
July 24, 2019 the Company issued 27,161,700 common shares in satisfaction of $2,962 of convertible indebtedness, $500 in fees
and $611of accrued interest on convertible indebtedness.
On
July 30, 2019 the Company and Auctus Fund, LLC (“Auctus”) agreed to the addition of $9,971 to the remaining balance
of that convertible note issued to Auctus on May 18, 2018 in the original principal amount of $114,000 for consideration to the
Company of $9,971.
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 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.
As
a result of this cancellation, as of August 14th 2019 KCL is wholly owned by Regen Biopharma, Inc.