Current Report Filing (8-k)
July 20 2022 - 03:37PM
Edgar (US Regulatory)
0001589150 false 0001589150 2022-07-19
2022-07-19 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): July
19, 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 3.02. Unregistered Sales of Equity Securities
On July 19, 2022 Regen Biopharma, Inc. (the “Company”) issued
54,514,492 common shares (“Shares”) to Coventry Enterprises LLC in
satisfaction of $180,552 of convertible indebtedness. The principal
balance and accrued interest payable remaining on the $1,500,000
promissory note issued to Coventry Enterprises LLC are both $0 as
of July 19,2022.
All the abovementioned securities were issued pursuant to Section
4(a) (2) of the securities Act of 1933, as amended (the “Act”). No
underwriters were retained to serve as placement agents for the
sale. The securities were sold directly through our management. No
commission or other consideration was paid in connection with the
sale of the securities. There was no advertisement or general
solicitation made in connection with this Offer and Sale of
securities.
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:
July 20, 2022 |
By:
/s/ David
Koos |
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