Current Report Filing (8-k)
December 22 2021 - 02:46PM
Edgar (US Regulatory)
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2021-12-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): December
17, 2021
REGEN BIOPHARMA, INC.
(Exact name of small business issuer as specified in its
charter)
|
Nevada |
45-5192997 |
|
(State or
other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
Commission File No. 333-191725
4700 Spring Street, St
304, La
Mesa, California 91942
(Address of Principal Executive Offices)
(619) 722
5505
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of
each class |
Trading
Symbol(s) |
Name of
each exchange on which registered |
| |
None |
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 4.02 Non-Reliance on Previously Issued Financial
Statements.
On December 17, 2021, the Board of Directors of Regen Biopharma,
Inc. (the “Company”) concluded that the previously issued Balance
Sheet, Statement of Operations, Statement of Shareholders Equity (
Deficit) and Statement of Cash Flow for the quarter and nine months
ended June 30, 2021 filed with the Company’s Form 10-Q for the
quarter ended June 30, 2021 should not be relied upon.
The Company determined that the recognition of $1,905,000 of
revenue recognized during the quarter ended June 30, 2021 resulting
from the grant of a license to an unrelated third party to develop
and commercialize intellectual property controlled by the Company
should be recognized over the term of the license which is 15
years.
The following tables reflect
the corrections:
|
Statement of
Operations |
|
As
Originally Presented |
|
Adjustments |
|
As
Restated |
| Three Months Ended June
30,2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
1,905,000 |
|
|
|
(1,875,794 |
) |
|
|
29,206 |
|
|
Total
Revenues |
|
|
1,932,425 |
|
|
|
(1,875,794 |
) |
|
|
56,631 |
|
|
Net Income (
Loss) |
|
|
(5,613,321 |
) |
|
|
(1,875,794 |
) |
|
|
(7,489,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nine Months
Ended June 30,2021 |
|
|
|
|
|
|
|
|
|
|
|
|
| Revenues |
|
|
1,905,000 |
|
|
|
(1,875,794 |
) |
|
|
29,206 |
|
|
Total
Revenues |
|
|
1,987,274 |
|
|
|
(1,875,794 |
) |
|
|
111,480 |
|
|
Net Income (
Loss) |
|
|
(3,504,772 |
) |
|
|
(1,875,794 |
) |
|
|
(5,380,566 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of
Cash Flow |
|
|
As
Originally Presented |
|
|
|
Adjustments |
|
|
|
As
Restated |
|
| for the Nine Months
Ended June 30,2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in
Unearned Income |
|
|
0 |
|
|
|
1,875,794 |
|
|
|
1,875,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of
Shareholders' Equity ( Deficit) |
|
|
As
Originally Presented |
|
|
|
Adjustments |
|
|
|
As
Restated |
|
| for the Nine Months
Ended June 30,2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss for
the Quarter Ended June 30,2021 |
|
|
(5,613,321 |
) |
|
|
(1,875,794 |
) |
|
|
(7,489,115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet as of June 30,2021 |
|
|
As
Originally Presented |
|
|
|
Adjustments |
|
|
|
As
Restated |
|
|
Unearned
Income |
|
|
0 |
|
|
|
1,875,794 |
|
|
|
1,875,794 |
|
|
Current
Liabilities |
|
|
11,969,547 |
|
|
|
1,875,794 |
|
|
|
13,845,341 |
|
|
Total
Liabilities |
|
|
11,969,547 |
|
|
|
1,875,794 |
|
|
|
13,845,341 |
|
|
Retained
Earnings (Deficit) |
|
|
(20,088,438 |
) |
|
|
(1,875,794 |
) |
|
|
(21,964,232 |
) |
|
Total
Stockholders' Equity (Deficit) |
|
|
(10,535,891 |
) |
|
|
(1,875,794 |
) |
|
|
(12,411,685 |
) |
The
Company’s senior management has discussed the matters disclosed in
this Item 4.02 of this Current Report with AMC Auditing, the
Company’s independent registered public accounting firm.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
|
REGEN
BIOPHARMA, INC. |
|
|
|
|
Dated:
December 22, 2021 |
By: /s/ David Koos |
|
|
David
Koos |
|
|
Chief
Executive Officer |
Regen Biopharma (PK) (USOTC:RGBP)
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