Current Report Filing (8-k)
February 18 2022 - 01:19PM
Edgar (US Regulatory)
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2022-02-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): February
18, 2022
REGEN BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its
charter)
Nevada |
45-5192997 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification No.) |
Commission
File No. 333-191725
4700 Spring Street, St
304, La
Mesa, California 91942
(Address
of Principal Executive Offices)
(619) 722
5505
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the
Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
None |
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On November 11,2021 Regen Biopharma, Inc. (the “Company”) entered
into a Letter of Intent ( “LOI”) with Canary Oncoceutics, Inc
(“Canary”) and Canary Oncoceutics Partners, LLC (“LLC”) whereby the
Company would acquire 95% of the share capital and voting power of
Canary ( “Canary Controlling Interest”) for consideration
consisting of $1,000,000 and common shares of the Company valued at
the average share price of the common shares in the 2 weeks prior
to the closing of a definitive agreement between the parties (“RGBP
Share Value”). The
transaction contemplated by the LOI was contingent upon the
execution of one or more mutually acceptable definitive agreements
between the parties.
As of
February 18, 2022 the Company has terminated all negotiations
regarding the contemplated transaction.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
REGEN
BIOPHARMA, INC. |
|
|
Dated:
February 18, 2022 |
By: /s/
David Koos |
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