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SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended December
31, 2021
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For
the transition period from
Commission File
No. 333-191725
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.) |
4700 Spring Street, St
304, La
Mesa, California 91942
(Address of
Principal Executive Offices)
619 722-5505
(Issuer’s
telephone number)
None
(Former
name, address and fiscal year, if changed since last
report)
Check
whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ☐
No ☒
Indicate by
check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required
to submit and post such files).
Yes ☐
No ☒
Indicate by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” “non-accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
☐ Large
accelerated filer |
☐ Accelerated
filer |
☐ Non-accelerated
filer |
☒ Smaller reporting company |
|
☐ Emerging Growth Company |
APPLICABLE
ONLY TO CORPORATE ISSUERS:
As of June
30, 2021 Regen Biopharma, Inc. had 4,564,002,832 common
shares outstanding.
As of
December 31, 2021 Regen Biopharma, Inc. had 439,293,006 shares of
Series A Preferred Stock outstanding.
As of
December 31, 2021 Regen Biopharma, Inc. had 50,000 shares of Series
AA Preferred Stock outstanding.
As of
December 31, 2021 Regen Biopharma, Inc. had 44,000,000 shares of
Series M Preferred Stock outstanding.
As of
December 31, 2021 Regen Biopharma, Inc. had 10,000 shares of Series
NC Preferred Stock outstanding
Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):
Yes
☐ No ☒
PART I -
FINANCIAL INFORMATION
Item 1. -
Financial Statements
|
|
|
|
|
REGEN BIOPHARMA ,
INC. |
|
|
|
|
CONDENSED CONSOLIDATED
BALANCE SHEETS |
|
|
|
|
|
|
|
|
|
|
|
As
of |
|
As
of |
|
|
December 31,
2021
(Unaudited) |
|
September
30, 2021 |
ASSETS |
|
|
|
|
CURRENT
ASSETS |
|
|
|
|
|
|
|
|
Cash |
|
$ |
353,492 |
|
|
$ |
727,162 |
|
Accounts
Receivable, Related Party |
|
|
240,617 |
|
|
|
213,192 |
|
Note
Receivable, Related Party |
|
|
5,396 |
|
|
|
5,396 |
|
Accrued
Interest Receivable |
|
|
365 |
|
|
|
230 |
|
Prepaid
Expenses |
|
|
41,288 |
|
|
|
48,144 |
|
Total
Current Assets |
|
|
641,157 |
|
|
|
994,124 |
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS |
|
|
|
|
|
|
|
|
Investment
Securities |
|
|
74,115 |
|
|
|
198,006 |
|
Investment
Securities, Related Party |
|
|
19,969 |
|
|
|
19,969 |
|
Total Other
Assets |
|
|
94,084 |
|
|
|
217,975 |
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS |
|
$ |
735,241 |
|
|
$ |
1,212,099 |
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current
Liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
|
32,288 |
|
|
|
91,498 |
|
Notes
Payable |
|
|
1,451,630 |
|
|
|
1,429,179 |
|
Accrued
payroll taxes |
|
|
4,241 |
|
|
|
4,241 |
|
Accrued
Interest |
|
|
661,934 |
|
|
|
954,861 |
|
Accrued
Rent |
|
|
0 |
|
|
|
0 |
|
Accrued
Payroll |
|
|
1,266,679 |
|
|
|
1,266,679 |
|
Other
Accrued Expenses |
|
|
41,423 |
|
|
|
41,423 |
|
Bank
Overdraft |
|
|
1,000 |
|
|
|
1,000 |
|
Due to
Investor |
|
|
20,000 |
|
|
|
20,000 |
|
Unearned
Income |
|
|
1,812,166 |
|
|
|
1,843,806 |
|
Derivative
Liability |
|
|
3,927,538 |
|
|
|
6,892,477 |
|
Convertible
Notes Payable Less unamortized discount |
|
|
1,262,310 |
|
|
|
2,131,311 |
|
Convertible
Notes Payable, Related Parties Less unamortized
discount |
|
|
10,000 |
|
|
|
21,500 |
|
Total
Current Liabilities |
|
|
10,491,210 |
|
|
|
14,697,976 |
|
Long Term
Liabilities: |
|
|
|
|
|
|
|
|
Convertible
Notes Payable, Related Parties Less unamortized
discount |
|
|
|
|
|
|
0 |
|
Total Long
Term Liabilities |
|
|
|
|
|
|
|
|
Total
Liabilities |
|
|
10,491,210 |
|
|
|
14,697,976 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
(DEFICIT) |
|
|
|
|
|
|
|
|
Common Stock
($.0001
par value) 500,000,000 shares authorized; 4,800,000,000
authorized and 4,564,002,832
issued and outstanding as of December 31,2021 and 4,800,000,000
authorized and 4,350,554,514
shares issued and outstanding as of September 30 ,2021. |
|
|
456,399 |
|
|
|
435,054 |
|
Preferred
Stock, 0.0001 par value,
800,000,000
authorized as of December 31,2021 and September 30,2021
respectively |
|
|
- |
|
|
|
- |
|
Series A
Preferred 300,000,000
authorized, 439,293,406 and
431,998,817
outstanding as of December 31,2021 and September 30,
2021 respectively |
|
|
43,929 |
|
|
|
43,200 |
|
Series AA
Preferred $0.0001 par value
600,000
authorized and 50,000 and
50,000 outstanding
as of December 31,2021 and September 30,2021
respectively |
|
|
5 |
|
|
|
5 |
|
Series M
Preferred $0.0001 par value
300,000,000
authorized and 44,000,000
outstanding as of September 30,2021 and December 31, 2021
respectively |
|
|
4,400 |
|
|
|
4,400 |
|
Series NC
Preferred $0.0001 par value
20,000 and
0 authorized and
10,000 and
0 outstanding
as of September 30, 2021 and December 31,2021
respectively |
|
|
1 |
|
|
|
1 |
|
Additional
Paid in capital |
|
|
9,706,891 |
|
|
|
8,644,037 |
|
Contributed
Capital |
|
|
736,326 |
|
|
|
736,326 |
|
Retained
Earnings (Deficit) |
|
|
(20,703,920 |
) |
|
|
(23,348,900 |
) |
Total
Stockholders' Equity (Deficit) |
|
|
(9,755,969 |
) |
|
|
(13,485,877 |
) |
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
|
$ |
735,241 |
|
|
$ |
1,212,099 |
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of These Financial
Statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGEN
BIOPHARMA , INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidated Statement of Shareholder's Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters
ended December 31, 2020 and December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
A Preferred |
|
Series AA
Preferred |
|
Series
NC Preferred |
|
Common |
|
Series M
Preferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Contributed
Capital |
|
Total |
Balance
September 30,2020 |
|
|
Balance
September 30,2020 |
|
|
381,768,689 |
|
|
$ |
38,177 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
— |
|
|
|
— |
|
|
|
1,605,000,246 |
|
|
$ |
160,498 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
8,313,876 |
|
|
$ |
(16,583,666 |
) |
|
$ |
731,711 |
|
|
$ |
(7,334,998 |
) |
Shares
issued for Debt |
10/28/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,726,183 |
|
|
|
5,773 |
|
|
|
|
|
|
|
|
|
|
|
(2,021 |
) |
|
|
|
|
|
|
|
|
|
|
3,752 |
|
Shares
Issued For Interest |
10/28/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,339,663 |
|
|
|
2,234 |
|
|
|
|
|
|
|
|
|
|
|
(782 |
) |
|
|
|
|
|
|
|
|
|
|
1,452 |
|
Shares
issued for Debt |
11/6/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,007,919 |
|
|
|
6,001 |
|
|
|
|
|
|
|
|
|
|
|
(2,101 |
) |
|
|
|
|
|
|
|
|
|
|
3,900 |
|
Shares
Issued For Interest |
11/6/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,926,234 |
|
|
|
2,393 |
|
|
|
|
|
|
|
|
|
|
|
(838 |
) |
|
|
|
|
|
|
|
|
|
|
1,555 |
|
Shares
issued for Debt |
12/11/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,834,498 |
|
|
|
6,083 |
|
|
|
|
|
|
|
|
|
|
|
1,217 |
|
|
|
|
|
|
|
|
|
|
|
7,300 |
|
Shares
Issued For Interest |
12/11/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,185,501 |
|
|
|
2,619 |
|
|
|
|
|
|
|
|
|
|
|
523 |
|
|
|
|
|
|
|
|
|
|
|
3,142 |
|
Shares
issued for Debt |
12/16/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,300,000 |
|
|
|
330 |
|
|
|
|
|
|
|
|
|
|
|
99 |
|
|
|
|
|
|
|
|
|
|
|
429 |
|
Shares
Issued For Interest |
12/16/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,819,077 |
|
|
|
182 |
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
236 |
|
Shares
issued for Fees |
12/16/2020 |
|
Shares
issued for Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,228,077 |
|
|
|
123 |
|
|
|
|
|
|
|
|
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
159 |
|
Shares
issued for Debt |
12/16/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,003,571 |
|
|
|
6,200 |
|
|
|
|
|
|
|
|
|
|
|
(2,170 |
) |
|
|
|
|
|
|
|
|
|
|
4,030 |
|
Shares
Issued For Interest |
12/16/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,155,352 |
|
|
|
2,616 |
|
|
|
|
|
|
|
|
|
|
|
(916 |
) |
|
|
|
|
|
|
|
|
|
|
1,700 |
|
Shares
issued for Debt |
12/17/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,333,539 |
|
|
|
6,833 |
|
|
|
|
|
|
|
|
|
|
|
1,367 |
|
|
|
|
|
|
|
|
|
|
|
8,200 |
|
Shares
Issued For Interest |
12/17/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,883,378 |
|
|
|
1,488 |
|
|
|
|
|
|
|
|
|
|
|
212 |
|
|
|
|
|
|
|
|
|
|
|
1,700 |
|
Shares
issued for Debt |
12/17/2020 |
|
Shares
issued for Debt |
|
|
20,000,437 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
|
|
|
|
|
|
|
|
13,000 |
|
Shares
Issued For Interest |
12/17/2020 |
|
Shares
Issued For Interest |
|
|
12,378,732 |
|
|
|
1,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,808 |
|
|
|
|
|
|
|
|
|
|
|
8,046 |
|
Shares
issued for Debt |
12/23/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,888,889 |
|
|
|
8,889 |
|
|
|
|
|
|
|
|
|
|
|
7,111 |
|
|
|
|
|
|
|
|
|
|
|
16,000 |
|
Shares
Issued For Interest |
12/23/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,555,555 |
|
|
|
1,956 |
|
|
|
|
|
|
|
|
|
|
|
1,294 |
|
|
|
|
|
|
|
|
|
|
|
3,250 |
|
Shares
issued for Debt |
12/31/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,004,603 |
|
|
|
8,200 |
|
|
|
|
|
|
|
|
|
|
|
(2,870 |
) |
|
|
|
|
|
|
|
|
|
|
5,330 |
|
Shares
Issued For Interest |
12/31/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,832,781 |
|
|
|
3,583 |
|
|
|
|
|
|
|
|
|
|
|
(1,254 |
) |
|
|
|
|
|
|
|
|
|
|
2,329 |
|
Additions
to Contributed Capital Quarter ended 12/31/2020 |
|
|
Additions to
Contributed Capital Quarter ended 12/31/2020 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
1,865 |
|
|
|
1,865 |
|
Net Loss
Quarter Ended December 31,2020 |
|
|
Net Loss
Quarter Ended December 31,2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,666,367 |
|
|
|
|
|
|
|
1,666,367 |
|
Balance
December 31, 2020 |
|
|
Balance
December 31, 2020 |
|
|
414,147,858 |
|
|
$ |
41,415 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
— |
|
|
|
— |
|
|
|
2,260,025,066 |
|
|
$ |
226,001 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
8,330,646 |
|
|
$ |
(14,917,299 |
) |
|
$ |
733,576 |
|
|
$ |
(5,581,256 |
) |
Balance
September 30, 2021 |
|
|
Balance
September 30, 2021 |
|
|
431,998,817 |
|
|
$ |
43,200 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
10,000 |
|
|
$ |
1 |
|
|
|
4,350,554,514 |
|
|
$ |
435,054 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
8,644,037 |
|
|
$ |
(23,348,900 |
) |
|
$ |
736,326 |
|
|
$ |
(13,485,877 |
) |
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,666,200 |
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
26,395 |
|
|
|
|
|
|
|
|
|
|
|
26,662 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,883,700 |
|
|
|
388 |
|
|
|
|
|
|
|
|
|
|
|
38,449 |
|
|
|
|
|
|
|
|
|
|
|
38,837 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,022,971 |
|
|
|
602 |
|
|
|
|
|
|
|
|
|
|
|
49,398 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,361,366 |
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
|
19,367 |
|
|
|
|
|
|
|
|
|
|
|
19,603 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,503,953 |
|
|
|
1,550 |
|
|
|
|
|
|
|
|
|
|
|
48,450 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,759,719 |
|
|
|
576 |
|
|
|
|
|
|
|
|
|
|
|
17,999 |
|
|
|
|
|
|
|
|
|
|
|
18,575 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,255,888 |
|
|
|
2,326 |
|
|
|
|
|
|
|
|
|
|
|
72,674 |
|
|
|
|
|
|
|
|
|
|
|
75,000 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,945,768 |
|
|
|
995 |
|
|
|
|
|
|
|
|
|
|
|
31,080 |
|
|
|
|
|
|
|
|
|
|
|
32,075 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,751,973 |
|
|
|
775 |
|
|
|
|
|
|
|
|
|
|
|
24,225 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,211,178 |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
10,035 |
|
|
|
|
|
|
|
|
|
|
|
10,356 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,016 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,326 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
8,847 |
|
|
|
|
|
|
|
|
|
|
|
8,883 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
4,000,047 |
|
|
|
400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,600 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
1,869,542 |
|
|
|
187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,182 |
|
|
|
|
|
|
|
|
|
|
|
23,369 |
|
Shares
issued for Debt |
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,256,427 |
|
|
|
1,026 |
|
|
|
|
|
|
|
|
|
|
|
98,974 |
|
|
|
|
|
|
|
|
|
|
|
100,000 |
|
Shares
issued for Interest |
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,082,878 |
|
|
|
408 |
|
|
|
|
|
|
|
|
|
|
|
39,400 |
|
|
|
|
|
|
|
|
|
|
|
39,808 |
|
Shares
issued for Debt |
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,421,053 |
|
|
|
842 |
|
|
|
|
|
|
|
|
|
|
|
39,158 |
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
Shares
issued for Interest |
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,987,789 |
|
|
|
299 |
|
|
|
|
|
|
|
|
|
|
|
13,893 |
|
|
|
|
|
|
|
|
|
|
|
14,192 |
|
Shares
issued for Debt |
11/4/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,250,082 |
|
|
|
625 |
|
|
|
|
|
|
|
|
|
|
|
49,375 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
11/4/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,376,531 |
|
|
|
238 |
|
|
|
|
|
|
|
|
|
|
|
18,774 |
|
|
|
|
|
|
|
|
|
|
|
19,012 |
|
Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,476,800 |
|
|
|
7,248 |
|
|
|
|
|
|
|
|
|
|
|
3,716 |
|
|
|
|
|
|
|
|
|
|
|
10,964 |
|
Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,014 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
461,086 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
11,481 |
|
|
|
|
|
|
|
|
|
|
|
11,527 |
|
Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400,000 |
|
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
59,760 |
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
Shares
issued for Interest |
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,017,600 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
25,338 |
|
|
|
|
|
|
|
|
|
|
|
25,440 |
|
Shares issued for Debt |
12/10/2021 |
|
|
|
|
1,000,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
12/10/2021 |
|
|
|
|
425,000 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,583 |
|
|
|
|
|
|
|
|
|
|
|
10,625 |
|
Net Loss
for the Quarter Ended December 31,2021 |
|
|
Net Loss for
the Quarter Ended December 31,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
2,644,980 |
|
|
|
— |
|
|
|
2,644,980 |
|
Balance
December 31,2021 |
|
|
Balance
December 31,2021 |
|
|
439,293,406 |
|
|
$ |
43,929 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
10,000 |
|
|
$ |
1 |
|
|
|
4,564,002,832 |
|
|
$ |
456,399 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
9,706,891 |
|
|
$ |
(20,703,920 |
) |
|
|
— |
|
|
$ |
(9,755,969 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an integral part of these Financial
Statements |
REGEN
BIOPHARMA, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
REGEN
BIOPHARMA, INC.
Notes to
Condensed Consolidated Financial Statements
As of
December 31, 2021
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 wholly owned
subsidiary of Regen. Significant inter-company transactions have
been eliminated.
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
Scholes pricing model used to determine the Derivative Liability on
convertible notes issued by the Company in which an embedded
derivative is recognized as of December 31, 2021 utilized the
following inputs:
Schedule of Derivative Liability |
|
|
|
|
Risk Free Interest
Rate |
|
|
1.49 |
% |
Expected
Term |
|
|
.(0.66) – (1.85) Yrs |
|
Expected
Volatility |
|
|
824.95 |
% |
Expected
Dividends |
|
|
|
|
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 September 30, 2021 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
December 31,2020 and December 31, 2021..
K. NOTES
RECEIVABLE
Notes
receivable are stated at cost, less impairment, if any.
As of
December 31,2021 the Company has the following Notes
Receivable
Schedule of notes receivable |
|
|
|
|
Zander
Therapeutics, Inc. |
|
$ |
5,396 |
|
$5,396 owed
to the Company by Zander Therapeutics, Inc. bears simple interest
at 10% and is due upon the demand of the Company.
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.
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
August2014, 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 $20,703,920 during the
period from April 24, 2012 (inception) through December 31, 2021.
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.
NOTE 4.
NOTES
PAYABLE
(a) RELATED
PARTY
Schedule of notes payable related party |
|
|
|
|
As of
December 31, 2021 |
David
Koos |
|
$ |
227 |
|
Total: |
|
$ |
227 |
|
$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.
(b) NON
RELATED PARTY
Schedule of non related party |
|
|
|
|
Coventry
Enterprises LLC, |
|
$ |
1,500,000 |
|
Total: |
|
$ |
1,500,000 |
|
On September
17,2021 the “Company” issued a promissory note in the principal
amount of $1,500,000 ( “Note”) of which
$75,000 was retained by the
Holder through an Original Issue Discount (“OID”) for due diligence
and origination related to this transaction and Thirty-five
Thousand Dollars $35,000 was remitted by the Holder,
at the instance and on behalf of the Company, directly to Holder’s
counsel for documentation preparation fees resulting in net
consideration paid to the Company of $1,390,000.
The Note
carries “Guaranteed Interest” on the principal amount at the rate
of 5% per annum for the
ten-month term of this Note for an aggregate Guaranteed Interest
$62,500 all of which Guaranteed
Interest shall be deemed earned as of September 17,
2021.
The
Principal Amount and the Guaranteed Interest shall be due and
payable in five equal monthly payments of $312,500 commencing on March 17,
2022 and continuing on the 17th day of each month thereafter until
paid in full not later than July 18, 2022 (the “Maturity
Date”).
Solely
following an Event of Default (as such term is defined in the Note)
the Note shall become convertible, in whole or in part, into shares
of Common Stock at the option of the Holder. The conversion price
of the Note is 90% of the lowest per-share Trading Price per share.
Trading Price is defined as the lowest daily VWAP for the 20
Trading Days preceding a Conversion Date. VWAP is defined as the
dollar volume-weighted average price for the common shares as
reported by Bloomberg.
The OID is
being amortized by the Company over the term of the Note. As of
December 31 ,2021 the unamortized discount on this Note is
$48,597.
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 December 31,2021 the unamortized discount on the convertible
note outstanding is $ 0. As of December 31, 2021
$100,000 of the principal amount
of the Note remains outstanding.
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
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 September 30,2021 the unamortized discount on the convertible
note outstanding is $0. December 31,2021
$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 September
30,2021 the unamortized discount on the convertible note
outstanding is $0. As of December 31,2021
$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 September
30,2021 the unamortized discount on the convertible note
outstanding is $ 0 As of December 31,2021
$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 September
30,2021 the unamortized discount on the convertible note
outstanding is $0. As of December 31 ,2021
$50,000 of the
principal amount of the Note remains outstanding.
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
December 31,2021 $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 $204,082 was recognized by the
Company as of December 31, 2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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 December
31 ,2021 $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 $204,082 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $204,082 was recognized by the
Company as of September 30,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $816,327 was recognized by the
Company as of December 31,2021. 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 December 31
,2021 the unamortized discount on the convertible note outstanding
is $0.
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
December 31,2021 $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 $612,245 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31, 2021 $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 $204,082 was recognized by the
Company as of December 31, 2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021, $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 $204,082 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $408,163 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $102,041 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $102,041 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $408,163 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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
December 31,2021 $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 $408,163 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible notes
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 then 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
December 31,2021 $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 $46,938 was recognized by the
Company as of December 31,2021. 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 December
31,2021 the unamortized discount on the convertible note
outstanding is $0.
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 onetime
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
December 31, 2021, 10,000
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 December 31 2021 the unamortized discount on the convertible
note outstanding is $0.
Zander and
Regen are under common control. Zander Therapeutics, Inc. is the
sole licensee of Regen's NR2F6 intellectual property for veterinary
applications.
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 issuanc |