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United
States Securities and Exchange Commission
Washington,
D.C. 20549
Form 10-K
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934:
For
the fiscal year ending September 30,
2022
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934:
For
the transition period from __________ to
__________.
Commission
file number: 333-191725
REGEN BIOPHARMA, INC. |
(Name
of small business issuer in its charter) |
|
|
|
Nevada |
|
45-5192997 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification No.) |
|
|
|
4700 Spring Street, Suite
304, La Mesa, California, 91942 |
(Address
of Principal executive offices) |
Issuer’s
telephone number: (619) 722 5505
Securities
registered under Section 12(b) of the “Exchange
Act”: None
No
No
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or smaller reporting
company.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting Company ☒ |
Emerging
growth company
☐ |
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
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 ☒
State
the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter:
$ 27,918,610
As of
October 28, 2022 Regen Biopharma, Inc. had 5,031,517,324 common
shares outstanding.
As of
October 28, 2022 Regen Biopharma, Inc. had 449,293,406 shares of
Series A Preferred Stock outstanding.
As of
October 28, 2022 Regen Biopharma, Inc. had 50,000 shares of Series
AA Preferred Stock outstanding.
As of
October 28, 2022 Regen Biopharma, Inc. had 44,000,000 shares of
Series M Preferred Stock outstanding.
As of
October 28, 2022 Regen Biopharma, Inc. had 10,000 shares of Series
NC Preferred Stock outstanding.
In this annual report, the terms “Regen Biopharma, Inc.. ”,
“Regent”, “Company”, “we”, or “our”, unless the context otherwise
requires, mean Regen Biopharma, Inc., a Nevada corporation and its
wholly owned subsidiary KCL, Therapeutics, Inc., a Nevada
corporation.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
annual report on Form 10-K and other reports that we file with the
SEC contain statements that are considered forward-looking
statements. Forward-looking statements give the Company’s
current expectations, plans, objectives, assumptions or forecasts
of future events. All statements other than statements of current
or historical fact contained in this annual report, including
statements regarding the Company’s future financial position,
business strategy, budgets, projected costs and plans and
objectives of management for future operations, are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management
believes,” “we believe,” “we intend,” and similar expressions.
These statements are based on the Company’s current plans and are
subject to risks and uncertainties, and as such the Company’s
actual future activities and results of operations may be
materially different from those set forth in the forward looking
statements. Any or all of the forward-looking statements in this
annual report may turn out to be inaccurate and as such, you should
not place undue reliance on these forward-looking
statements. The Company has based these forward-looking
statements largely on its current expectations and projections
about future events and financial trends that it believes may
affect its financial condition, results of operations, business
strategy and financial needs. The forward-looking statements can be
affected by inaccurate assumptions or by known or unknown risks,
uncertainties and assumptions due to a number of factors,
including:
• |
|
dependence
on key personnel; |
• |
|
degree
of success of research and development programs |
• |
|
the
operation of our business; and |
• |
|
general
economic conditions |
These
forward-looking statements speak only as of the date on which they
are made, and except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking
statements to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of
unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements
contained in this annual report.
PART
I
Item
1. Business
We
were incorporated April 24, 2012 under the laws of the State of
Nevada. We intend to engage primarily in the development of
regenerative medical applications which we intend to license,
develop internally or acquire outright 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 primary
factor to be considered by us in arriving at a decision to advance
an application further to Phase III clinical trials would be a
greater than anticipated indication of efficacy seen in Phase I
trials.
The
Company has the following therapies in development:
HemaXellarate
: HemaXellarate is a cellular composition of autologous stromal
vascular fraction derived from adipose tissue. HemaXellarate
contains endothelial progenitor cells as well as mesenchymal stem
cells. Once re-infused into the patient, the patient’s bone marrow
is regenerated and begins to function normally.
dCellVax:
dCellVax is comprised of autologous dendritic cells which have been
treated with an siRNA inhibitor of indoleamine-2,3-dioxygenase
(IDO), an immunosuppressive enzyme. By inhibiting this enzyme in
these dendritic cells, the patient’s cells can now attack cancers,
particularly breast cancer.
tCellVax:
Immune cells are removed from the patient, treated with siRNA to
inhibit NR2F6 and the cells re-infused to the patient. Now that the
inhibitor protein is blocked, the immune system is very activated
and kills tumors. siRNA is a double-stranded RNA molecule that is
non-coding and is a powerful tool in drug targeting and
therapeutics development as it is used to modulate gene expression
through transcriptional or translational repression. The NR2F6
nuclear receptor has been identified as a potentially very
important immune cell inhibitor (an immune checkpoint) and cancer
stem cell differentiator.
DiffronC:
This drug uses our proprietary siRNA in vivo to inhibit cancer
growth and activate T cells. The siRNA targets NR2F6. T cells are
part of the immune system and develop from stem cells in the bone
marrow.
DuroCAR:
DuroCAR is comprised of CAR-T cells which have been treated with an
shRNA targeting the gene NR2F6. By inhibiting NR2F6, we expect our
DuroCAR cells to have greater efficacy and persistence than
conventional CAR-T cells and create a new, optimal way to
manufacture CAR-T cells. We are currently in pre-clinical testing
of this drug. Chimeric antigen receptor T cells ( CAR-T cells) are
T cells that have been genetically engineered to produce an
artificial T cell receptor for use in immunotherapy. Chimeric
antigen receptors are receptor proteins that have been engineered
to give T cells the new ability to target a specific
antigen.
Small
molecule: We have identified and patented a series of small
molecules which can both activate and inhibit NR2F6. We are
currently in pre-clinical testing of these drugs.
As of
September 1, 2022 we have not licensed any existing therapies which
may be marketed. On June 23, 2015 Regen Biopharma, Inc. ( “Regen”)
entered into an agreement (“Agreement”) with Zander Therapeutics,
Inc. ( “Zander”) whereby Regen granted to Zander an exclusive
worldwide right and license for the development and
commercialization of certain intellectual property controlled by
Regen (“ License IP”) for non-human veterinary therapeutic use for
a term of fifteen years. Zander is under common control with the
Company.
Pursuant
to the Agreement, Zander shall pay to Regen one-time,
non-refundable, upfront payment of one hundred thousand US dollars
($100,000) as a license initiation fee which must be paid within 90
days of June 23, 2015 and an annual non-refundable payment of one
hundred thousand US dollars ($100,000) on July 15th, 2016 and each
subsequent anniversary of the effective date of the
Agreement.
The
abovementioned payments may be made, at Zander’s discretion, in
cash or newly issued common stock of Zander or in common stock of
Entest BioMedical Inc. valued as of the lowest closing price on the
principal exchange upon which said common stock trades publicly
within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen royalties equal to four
percent (4%) of the Net Sales , as such term is defined in the
Agreement, of any Licensed Products, as such term is defined in the
Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen ten percent (10%) of all
consideration (in the case of in-kind consideration, at fair market
value as monetary consideration) received by Zander from
sublicensees ( excluding royalties from sublicensees based on Net
Sales of any Licensed Products for which Regen receives payment
pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen minimum annual royalties of ten thousand
US dollars ($10,000) payable per year on each anniversary of the
Effective Date of this Agreement, commencing on the second
anniversary of June 23, 2015. This minimum annual royalty is only
payable to the extent that royalty payments made during the
preceding 12-month period do not exceed ten thousand US dollars
($10,000).
The
Agreement may be terminated by Regen:
If
Zander has not sold any Licensed Product by ten years of the
effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first
commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the
License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent
and Trademark Office to Regen with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the
License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen with regard to that License IP
is terminated.
The
Agreement may be terminated by either party in the event of a
material breach by the other party.
On
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL
Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc.
(“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT
AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”)
to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor
hereby transfers and assigns to Assignee all rights, duties, and
obligations of Licensor under the Agreement with respect to the
Assigned Properties , and Assignee agrees to assume such duties and
obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
April 7, 2021 Regen Biopharma, Inc. (“Regen”) entered into an
agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”)
whereby Regen granted to Licensee an exclusive right and license
for the development and commercialization of certain intellectual
property ( “License IP”) for the treatment in humans of pancreatic
cancer for a term of fifteen years from April 7, 2021.
The
License IP consists of antigen specific cancer vaccines in which
modified mRNA is administered to produce epitopes able to produce
an immune response which augments likelihood of successful
induction of immunity. An epitope is the part of an antigen that is
recognized by the immune system.
As
consideration to Regen for the rights and license granted pursuant
to the Agreement Licensee shall:
(a) |
|
pay
to Regen a nonrefundable fee of $55,000 no later than April
20,2021 |
(b) |
|
pay
to Regen royalties equal to five percent (5%) of the Net Sales as
Net Sales are defined in the Agreement of any Licensed Products in
a quarter. |
(c) |
|
pay
to Regen ten percent (10%) of all consideration (in the case of
in-kind consideration, at fair market value as monetary
consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed
Products for which Regen receives payment |
Licensed
Product is defined in the Agreement as (a) any method, procedure,
service or process that incorporates, uses, used, is covered by,
infringes or would infringe any of the License IP in the U.S. or
foreign jurisdictions; and (b) any apparatus, material, equipment,
machine or other product that incorporates, uses, used, is covered
by, infringes or would infringe any of the License IP in the U.S.
or foreign jurisdictions but for the rights granted pursuant to the
Agreement.
In
the event that development of the License IP by the Licensee is not
commenced as of the date that is nine months from the effective
date of the Agreement the rights and license granted pursuant to
the Agreement shall become nonexclusive.
The
foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the text of the Agreement
, which is attached to this Current Report on Form 8-K as Exhibit
10.1 and incorporated in this Item 1.01 by reference.
On
April 7, 2021 KCL Therapeutics, Inc. (“KCL”) entered into an
agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”)
whereby KCL granted to Licensee an exclusive right and license for
the development and commercialization of certain intellectual
property (“License IP”) for the treatment in humans of colon cancer
for a term of fifteen years from April 7, 2021.
As
consideration to KCL for the rights and license granted pursuant to
the Agreement Licensee shall:
|
(a) |
pay
to KCL a nonrefundable fee of Fifty Thousand common shares of
Oncology Pharma, Inc. no later than April 20,2021 |
|
(b) |
pay
to KCL royalties equal to five percent (5%) of the Net Sales as Net
Sales are defined in the Agreement of any Licensed Products in a
quarter. |
|
(c) |
pay
to KCL ten percent (10%) of all consideration (in the case of
in-kind consideration, at fair market value as monetary
consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed
Products for which KCL receives payment |
Licensed
Product is defined in the Agreement as (a) any method, procedure,
service or process that incorporates, uses, used, is covered by,
infringes or would infringe any of the License IP in the U.S. or
foreign jurisdictions; and (b) any apparatus, material, equipment,
machine or other product that incorporates, uses, used, is covered
by, infringes or would infringe any of the License IP in the U.S.
or foreign jurisdictions but for the rights granted pursuant to the
Agreement.
In
the event that development of the License IP by the Licensee is not
commenced as of the date that is nine months from the effective
date of the Agreement the rights and license granted pursuant to
the Agreement shall become nonexclusive.
Zander
and Regen are under common control. David Koos serves as sole
officer and director of both Regen BioPharma, Inc. and Zander
Therapeutics Inc.
Both
Zander and Oncology Pharma, Inc. will be required to obtain
approval from the United States Food and Drug Administration
(“FDA”) in order to market any Licensed Product which may be
developed within the United States and no assurance may be given
that such approval would be granted.
Distribution
methods of the products or services:
It is
anticipated that Regen and /or KCL will enter into licensing and/or
sublicensing agreements with outside entities in order that Regen
and/or KCL may obtain royalty income on the products and services
which it may develop and commercialize.
Competitive
business conditions and Regen's competitive position in the
industry and methods of competition
We
are recently formed and have yet to achieve revenues or profits.
The pharmaceutical and biologics industries in which we intend to
compete are highly competitive and characterized by rapid
technological advancement. Many of our competitors have greater
resources than we do.
Sources
and availability of raw materials and the names of principal
suppliers
The
supplies and materials required to conduct our operations are
available through a wide variety of sources and may be obtained
through a wide variety of sources.
Patents,
trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including duration
Patents
and Patent Applications:
The
following is a list of intellectual property (“IP”) controlled by
either Regen Biopharma, Inc. ( the “Company”) or KCL Therapeutics
(“KCL”). KCL is a wholly owned subsidiary of the
Company.
IP
which has been granted patent protection by the United States
Patent and Trademark Office (“USPTO”)
GENE
SILENCING OF THE BROTHER OF THE REGULATOR OF IMPRINTED SITES
(BORIS)
Provides
methods and compositions useful for inhibiting expression of the
gene encoding the transcription factor, Brother of the Regulatory
of Imprinted Sites (BORIS) by RNA interference. Methods of the
present invention can be used to silence BORIS in cancer cells,
which results in apoptosis and may be useful as for treating cancer
in mammals. The methods of the invention directed to cancer therapy
can be used alone or in combination with standard cancer treatments
such as surgery, radiation, chemotherapy, and
immunotherapy.
Patent
No: 8263571
METHODS
AND MEANS OF GENERATING IL-17 ASSOCIATED ANTITUMOR EFFECTOR CELLS
BY INHIBITION OF NR2F6 INHIBITION
Means,
methods, and compositions of matter useful for generation of cancer
inhibitory effector cells producing interleukin-17 (IL-17). In one
embodiment a cellular population is obtained, said cellular
population is exposed to agents capable of inhibiting NR2F6,
whereby said inhibition of NR2F6 results in upregulation of IL-17
production, said upregulation of IL-17 production associated with
acquisition of anti-tumor activity.
Patent
No : 11,053,503
METHODS
OF SCREENING COMPOUNDS THAT CAN MODULATE NR2F6 BY DISPLACEMENT OF A
REFERENCE LIGAND
Compositions
of matter, protocols and methods of screening test compounds to
identifying agonists and antagonists of the orphan nuclear receptor
NR2F6 by measuring the ability of a test compound to occupy the
active site of NR2F6, in the presence of a reference
compound.
Patent
No: 10,088,485
MODULATION
OF NR2F6 AND METHODS AND USES THEREOF
The
application provides methods of modulating NR2F6 in a cell or
animal in need thereof by administering an effective amount of a
NR2F6 modulator
Patent
No: 9091696
“UNIVERSAL
DONOR CHECKPOINT INHIBITOR SILENCED/GENE EDITED CORD BLOOD KILLER
CELLS”
The
invention encompasses compositions of matters, cells, and treatment
protocols useful for induction of anticancer responses in a patient
suffering from cancer. In one embodiment the invention provides the
use of NR2F6 silencing or gene editing in cord blood cells
possessing anti-tumor activity in order to induce potentiated
killer cells suitable for therapeutic use. In one embodiment said
allogeneic cord blood killer cells are administered to initiate a
cascade of antitumor immune responses, with initially responses
mediated by allogeneic killer cells, and followed by endogenous
immune responses.
Patent
No: 11,141,471 B2
ANTIGEN
SPECIFIC MRNA CELLULAR CANCER VACCINES
Antigen
specific cancer vaccines in which immunogenic epitopes are produced
intracellularly by administration of modified mRNA encoding said
immunogenic epitopes. In one embodiment of the invention, said
modified mRNA encodes peptides derived from the protein survivin.
By directly inducing gene expression of the antigens to which an
immune response is desired, immunogenic peptides are generated
intracellularly, thus allowing for a wider repertoire of epitopes
to be presented to the adaptive immune system, which augments
likelihood of successful induction of immunity.
Patent
No. 11,090,332
METHOD
OF CANCER TREATMENT USING SIRNA SILENCING
Comprises
administering to a subject one or more siRNA constructs capable of
inhibiting the expression of an immunosuppressive molecule. The
invention also provides siRNA constructs and
compositions.
Patent
No: 8389708
SMALL
MOLECULE AGONISTS AND ANTAGONISTS OF NR2F6 ACTIVITY IN
HUMANS.
Patent
No. 11,324,719
The
invention relates to compounds useful to alteration of NR2F6
activity.
Active
Patent Applications:
ENHANCED
DENDRITIC CELL IMMUNE ACTIVATION BY COMBINED INHIBITION OF NR2F6
WITH CANNIBIDIOL;
Application
Number 17035955
REDUCTION
OF POST-SURGERY CANCER METASTASIS BY COMBINATION OF CANNABIDIOL AND
NR2F6 INHIBITION.
Application
Number 17037284
SUPPRESSION
OF PATHOLOGICAL ANGIOGENESIS BY INHIBITION OF NR2F6
Application
Number 17087386
STIMULATION
OF T REGULATORY CELLS BY CANNABIDIOL AS A MEANS OF TREATING
ARTHRITIS AND AUTOIMMUNITY
Application
Number 17010720
SMALL
MOLECULE AGONISTS AND ANTAGONISTS OF NR2F6 ACTIVITY IN
HUMANS
Application
Number 15820324
SMALL
MOLECULE MODULATORS OF NR2F6 ACTIVITY.
Application
Number 15652967
NR2F6
INHIBITED CHIMERIC ANTIGEN RECEPTOR CELLS
Application
Number 15351414
COMBINATION
THERAPY OF SOLID TUMORS USING CHIMERIC ANTIGEN RECEPTOR CELLS
REPRESENTING ADAPTIVE AND INNATE IMMUNITY
Application
Number 63400740
ENHANCEMENT
OF CHIMERIC ANTIGEN RECEPTOR T CELL EFFICACY BY
DEDIFFERENTIATION
Application
Number 63396419
AUGMENTATION
OF SURVIVIN MODIFIED MRNA VACCINE EFFICACY USING DENDRITIC
CELLS
Application
Number 63391889
Treatment
of Liver Cancer through Embolization Depot Delivery of BORIS Gene
Silencing Agents
Application
Number US-2017166896-A1
Immune
Modulation by TLR Activation for Treatment of Filovirus Infections
Including Ebola
Application
Number US-2016151469-A1
Stimulation
of Immunity to Tumor Specific and Endothelial Specific Proteins by
in vivo DC Attraction and Maturation
Application
Number US-2016074489-A1
Cells,
Compositions, and Treatment Methods for Stimulation of
Hematopoiesis
Application
Number US-2015037303-A1
Cancer
Therapy by ex vivo Activated Autologous Immune Cells
Application
Number US-2014065096-A1
Acceleration
of Hematopoietic Reconstitution by Placental Endothelial and
Endothelial Progenitor Cells
Application
Number US-2013309210-A1
License
Agreements:
On
June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an
agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby Regen granted to Zander an exclusive worldwide right and
license for the development and commercialization of certain
intellectual property controlled by Regen (“ License IP”) for
non-human veterinary therapeutic use for a term of fifteen years.
Zander is under common control with the Company.
Pursuant
to the Agreement, Zander shall pay to Regen one-time,
non-refundable, upfront payment of one hundred thousand US dollars
($100,000) as a license initiation fee which must be paid within 90
days of June 23, 2015 and an annual non-refundable payment of one
hundred thousand US dollars ($100,000) on July 15th, 2016 and each
subsequent anniversary of the effective date of the
Agreement.
he
abovementioned payments may be made, at Zander’s discretion, in
cash or newly issued common stock of Zander or in common stock of
Entest BioMedical Inc. valued as of the lowest closing price on the
principal exchange upon which said common stock trades publicly
within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to Regen royalties equal to four
percent (4%) of the Net Sales , as such term is defined in the
Agreement, of any Licensed Products, as such term is defined in the
Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay Regen ten percent (10%) of all
consideration (in the case of in-kind consideration, at fair market
value as monetary consideration) received by Zander from
sublicensees ( excluding royalties from sublicensees based on Net
Sales of any Licensed Products for which Regen receives payment
pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen minimum annual royalties of ten thousand
US dollars ($10,000) payable per year on each anniversary of the
Effective Date of this Agreement, commencing on the second
anniversary of June 23, 2015. This minimum annual royalty is only
payable to the extent that royalty payments made during the
preceding 12-month period do not exceed ten thousand US dollars
($10,000).
The
Agreement may be terminated by Regen:
If
Zander has not sold any Licensed Product by ten years of the
effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first
commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the
License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent
and Trademark Office to Regen with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the
License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen with regard to that License IP
is terminated.
The
Agreement may be terminated by either party in the event of a
material breach by the other party.
On
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL
Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc.
(“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT
AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”)
to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor
hereby transfers and assigns to Assignee all rights, duties, and
obligations of Licensor under the Agreement with respect to the
Assigned Properties , and Assignee agrees to assume such duties and
obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
April 7, 2021 Regen Biopharma, Inc. (“Regen”) entered into an
agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”)
whereby Regen granted to Licensee an exclusive right and license
for the development and commercialization of certain intellectual
property ( “License IP”) for the treatment in humans of pancreatic
cancer for a term of fifteen years from April 7, 2021.
The
License IP consists of antigen specific cancer vaccines in which
modified mRNA is administered to produce epitopes able to produce
an immune response which augments likelihood of successful
induction of immunity. An epitope is the part of an antigen that is
recognized by the immune system.
As
consideration to Regen for the rights and license granted pursuant
to the Agreement Licensee shall:
(a) |
|
pay
to Regen a nonrefundable fee of $55,000 no later than April
20,2021 |
(b) |
|
pay
to Regen royalties equal to five percent (5%) of the Net Sales as
Net Sales are defined in the Agreement of any Licensed Products in
a quarter. |
(c) |
|
pay
to Regen ten percent (10%) of all consideration (in the case of
in-kind consideration, at fair market value as monetary
consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed
Products for which Regen receives payment |
Licensed
Product is defined in the Agreement as (a) any method, procedure,
service or process that incorporates, uses, used, is covered by,
infringes or would infringe any of the License IP in the U.S. or
foreign jurisdictions; and (b) any apparatus, material, equipment,
machine or other product that incorporates, uses, used, is covered
by, infringes or would infringe any of the License IP in the U.S.
or foreign jurisdictions but for the rights granted pursuant to the
Agreement.
In
the event that development of the License IP by the Licensee is not
commenced as of the date that is nine months from the effective
date of the Agreement the rights and license granted pursuant to
the Agreement shall become nonexclusive.
The
foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the text of the Agreement
, which is attached to this Current Report on Form 8-K as Exhibit
10.1 and incorporated in this Item 1.01 by reference.
On
April 7, 2021 KCL Therapeutics, Inc. (“KCL”) entered into an
agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”)
whereby KCL granted to Licensee an exclusive right and license for
the development and commercialization of certain intellectual
property (“License IP”) for the treatment in humans of colon cancer
for a term of fifteen years from April 7, 2021.
As
consideration to KCL for the rights and license granted pursuant to
the Agreement Licensee shall:
|
(a) |
pay
to KCL a nonrefundable fee of Fifty Thousand common shares of
Oncology Pharma, Inc. no later than April 20,2021 |
|
(b) |
pay
to KCL royalties equal to five percent (5%) of the Net Sales as Net
Sales are defined in the Agreement of any Licensed Products in a
quarter. |
|
(c) |
pay
to KCL ten percent (10%) of all consideration (in the case of
in-kind consideration, at fair market value as monetary
consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed
Products for which KCL receives payment |
Licensed
Product is defined in the Agreement as (a) any method, procedure,
service or process that incorporates, uses, used, is covered by,
infringes or would infringe any of the License IP in the U.S. or
foreign jurisdictions; and (b) any apparatus, material, equipment,
machine or other product that incorporates, uses, used, is covered
by, infringes or would infringe any of the License IP in the U.S.
or foreign jurisdictions but for the rights granted pursuant to the
Agreement.
In
the event that development of the License IP by the Licensee is not
commenced as of the date that is nine months from the effective
date of the Agreement the rights and license granted pursuant to
the Agreement shall become nonexclusive.
Zander
and Regen are under common control. David Koos serves as sole
officer and director of both Regen BioPharma, Inc. and Zander
Therapeutics Inc.
Both
Zander and Oncology Pharma, Inc. will be required to obtain
approval from the United States Food and Drug Administration
(“FDA”) in order to market any Licensed Product which may be
developed within the United States and no assurance may be given
that such approval would be granted.
Principal
Products and Services
dCellVax
is intended to be a therapy whereby dendritic cells of the cancer
patient are harvested from the body, treated with siRNA that has
the ability to block the dendritic cell from expressing indoleamine
2,3-dioxygenase (“IDO”) and subsequently reimplanted in the cancer
patient.
The
dendritic cells that are treated with the IDO-blocking RNA become
resistant to the influence of tumor cells which produce factors
which cause the dendritic cell to express the IDO. Expression of
IDO in the dendritic cell halts the dendritic cell from activating
T cells and causes the dendritic cell to suppress T cells. T
lymphocytes (‘T cells”) are a lymphocyte that play a central role
in the human immune system’s attempt to eradicate tumors. The
Company has filed an Investigational New Drug (IND) application
with the United States Food and Drug Administration (“FDA”) to
initiate a Phase I/II clinical trial assessing safety with signals
of efficacy of the dCellVax gene-silenced dendritic cell
immunotherapy for treating breast cancer. The proposed trial will
recruit 10 patients with metastatic breast cancer and will involve
4 monthly injections of the dCellVax gene-silenced dendritic cell
therapy. The trial is anticipated to last one year, with tumor
assessment before therapy and at 6 and 12 months.
On
May 12, 2021 the “Company executed a consulting agreement with
Biotech Research Group Corporation, an FDA Specialist Group and
Global Regulatory and Scientific Experts, for the purpose of review
and guidance with regard to the planned reinstatement of the
Company’s inactive Investigational New Drug applications (INDs)
#15376 (HemaXellerate) and #16200 (dCellVax) filed with the United
States Food and Drug Administration (“FDA”). The securing of the
services to be provided to the Company pursuant to this consulting
agreement marks the first step taken by the Company with regard to
activating the Company’s currently inactive applications to
initiate clinical trials
HemaXellerate,
a cellular therapy designed to heal damaged bone marrow.
HemaXellerate is a patient-specific composition of cells that have
been demonstrated to repair damaged bone marrow and stimulate
production of blood cells based in previous animal studies. The
initial application of HemaXellerate will be the treatment of
severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development
of a tissue) and pancytopenia (reduction in the number of blood
cells and platelets).
Adipose
tissue is collected from the patient and processed in order to
separate, extract and isolate Stromal Vascular Fraction (SVF), a
mix of various cell types including mesenchymal stem cells and
endothelial cells. Mesenchymal stem cells are connective tissue
cells that can differentiate into a variety of cell types and
endothelial cells are the cells that line the interior surface of
blood vessels and lymphatic vessels and which play a vital role in
angiogenesis (the physiological process through which new blood
vessels form from pre-existing vessels).
The
isolated SVF is then intravenously administered to the patient. The
Company believes that the isolated SVF will generate growth factors
with the ability to repair damaged hematopoietic stem cells.
Hematopoietic stem cells are immature cells that can develop into
all types of blood cells, including white blood cells, red blood
cells, and platelets. Hematopoietic stem cells are found in the
peripheral blood and the bone marrow.
On
February 5, 2013 Regen filed an Investigational New Drug (IND)
application with the United States Food and Drug Administration
(“FDA”) to initiate a Phase I clinical trial assessing
HemaXellerate in patients with drug-refractory aplastic anemia. The
Phase I clinical trial is intended to determine safety and
potential efficacy of intravenously administered autologous SVF
cells in patients with severe, immune suppressive refractory
aplastic anemia with the primary endpoints of safety and
feasibility and secondary endpoints of efficacy as determined by
patients having complete response, partial response or
relapse.
Under
the Orphan Drug Act, the FDA may designate a product as an orphan
drug if it is a previously unapproved drug or biologic intended to
treat a rare disease or condition, which is generally defined as a
patient population of fewer than 200,000 individuals annually in
the United States. Generally, if a product with an orphan drug
designation subsequently receives the first marketing approval for
the indication for which it has such designation, the product is
entitled to a seven year period of marketing exclusivity, which
precludes the FDA from approving another marketing application for
the same drug for that time period. The sponsor of the product
would also be entitled to a United States federal tax credit equal
to 50% of clinical investigation expenses as well as exemptions
from certain fees.
The
Company believes that this application of HemaXellerate qualifies
for Orphan designation under the Orphan Drug Act due to the fact
that aplastic anemia is a rare disease with prevalence in the
United States of less than 200,000 and intends to apply to the FDA
for Orphan designation for HemaXellerate.
On
December 10, 2015 Regen was informed by the United States Food and
Drug Administration that Regen has satisfactorily addressed all
clinical hold issues related to Regen’s Investigational New Drug
Application for HemaXellerate and may initiate a Phase I clinical
trial assessing HemaXellerate in patients with drug-refractory
aplastic anemia. The Phase I clinical trial is intended to
determine safety and potential efficacy of intravenously
administered autologous stromal vascular fraction (SVF) cells in
patients with severe, immune suppressive refractory aplastic anemia
with the primary endpoints of safety and feasibility and secondary
endpoints of efficacy as determined by patients having complete
response, partial response or relapse.
tCellVax
is intended to be a therapy where immune cells are removed from the
cancer patient, treated with siRNA which inhibits NR2F6 and the
cells re-infused to the patient. NR2F6 normally acts as a brake on
the ability of various immune cells from being activated. The
immune cells that are treated with the NR2F6-blocking siRNA become
highly activated and can efficiently kill tumors. . The Company has
filed an Investigational New Drug (IND) application with the United
States Food and Drug Administration (“FDA”) to initiate a Phase I
clinical trial assessing safety and feasibility of the dCellVax
gene-silenced immune cell immunotherapy for treating patients with
solid tumors that are metastatic or not able to be removed
surgically. The proposed trial will recruit 25 patients with
metastatic cancer and will involve 3 monthly injections of the
dCellVax gene-silenced dendritic cell therapy. The trial is
anticipated to last one year, with tumor assessment before therapy
and at 6 and 12 months.
DiffronC:
NR2F6 is a transcription factor that is present in many cells in
the body, including immune cells but also highly expressed in
certain solid tumors. NR2F6 normally acts as a brake on the ability
of various immune cells from being activated and also allows tumor
cells to keep growing. The Company has developed a proprietary drug
that is based on shRNA technology, which prevents NR2F6 from being
expressed. By inhibiting the expression of NR2F6, immune cells that
are treated with the NR2F6-blocking shRNA become highly activated
and can efficiently kill tumors and tumors that have NR2F6
suppressed begin to differentiate. . We are currently in
pre-clinical testing of this drug to optimize its delivery in
vivo.
DuroCAR:
DuroCAR is a new cellular therapy being developed by the Company.
It is comprised of CAR-T cells which have been treated with an
shRNA targeting the gene NR2F6. CAR-T cells are T cells (the
lymphoid cells of the body that kill tumors) isolated from a cancer
patient that have been modified by expressing a chimeric antigen
receptor (CAR) which is specific for the patient’s tumor. These
CAR-T cells are then re-infused back into the patient. The CAR-T
cells then home in directly on the tumor because they have been
given the tumor-specific address via the CAR. While CAR-T cells are
very effective in treating leukemias, they are not effective at
treating most solid tumors. The reason for this is believed to be
that the CAR-T cells are “turned-off” by the physical environment
surround solid tumors. By inhibiting NR2F6, we expect our DuroCAR
cells to have greater efficacy and persistence than conventional
CAR-T cells and create a new, optimal way to manufacture CAR-T
cells. We are currently in pre-clinical testing of this
drug.
Small
molecule: We have identified and patented a series of small
molecules which can both activate and inhibit NR2F6. NR2F6 normally
acts as a brake on the ability of various immune cells from being
activated and also allows tumor cells to keep growing. By
inhibiting the function of NR2F6 using small molecules, immune
cells that are treated with the NR2F6-blocking agents, similar to
using the shRNA approach, should become highly activated and
efficiently kill tumors. In addition, tumors that have NR2F6
blocked by using these small molecules should begin to
differentiate. Conversely, activating NR2F6 is expected to suppress
the immune system. This ability to suppress the immune system can
be very useful for treating autoimmune disorders. We are currently
in pre-clinical testing of these drugs.
Distribution
methods of the products or services:
It is
anticipated that Regen and /or KCL will enter into licensing and/or
sublicensing agreements with outside entities in order that Regen
and/or KCL may obtain royalty income on the products and services
which it may develop and commercialize.
Need
for any government approval of principal products or services,
effect of existing or probable governmental regulations on the
business.
Need
for any government approval of principal products or services,
effect of existing or probable governmental regulations on the
business.
The
US Food and Drug Administration (“FDA”) and foreign regulatory
authorities will regulate our proposed products as drugs or
biologics, , depending upon such factors as the use to which the
product will be put, the chemical composition, and the interaction
of the product on the human body. In the United States, products
that are intended to be introduced into the body will generally be
regulated as drugs, while tissues and cells intended for transplant
into the human body will be generally be regulated as
biologics.
Our
domestic human drug and biological products will be subject to
rigorous FDA review and approval procedures. After testing in
animals, an Investigational New Drug Application (“IND”) must be
filed with the FDA to obtain authorization for human testing.
Extensive clinical testing, which is generally done in three
phases, must then be undertaken at a hospital or medical center to
demonstrate optimal use, safety, and efficacy of each product in
humans.
Phase
I
Phase
1 trials are designed to assess the safety (pharmacovigilance),
tolerability, pharmacokinetics, and pharmacodynamics of a drug.
These trials are often conducted in an inpatient clinic, where the
subject can be observed by full-time staff. The subject who
receives the drug is usually observed until several half-lives of
the drug have passed. Phase I trials normally include dose-ranging,
also called dose escalation, studies so that the appropriate dose
for therapeutic use can be found. The tested range of doses usually
are a fraction of the dose that causes harm in animal testing and
involve a small group of healthy volunteers. However, there are
some circumstances when real patients are used, such as patients
who have end-stage disease and lack other treatment
options.
Phase
II
Phase
II trials are designed to assess how well the drug or biologic
works, as well as to continue Phase I safety assessments in a
larger group of volunteers and patients. Phase II trials are
performed on larger groups.
Phase
III
Phase
III trials are aimed at being the definitive assessment of how
effective the product is in comparison with current best standard
treatment and to provide an adequate basis for physician labeling.
Phase III trials may also be conducted for the purposes of (i)
"label expansion" (to show the product works for additional types
of patients/diseases beyond the original use for which the drug was
approved for marketing or (ii) to obtain additional safety data, or
to support marketing claims for the product.
On
occasion Phase IV (Post Approval) trials may be required by the
FDA. Phase IV trials involve the safety surveillance
(pharmacovigilance) and ongoing technical support of a drug after
it receives permission to be sold.The safety surveillance is
designed to detect any rare or long-term adverse effects over a
much larger patient population and longer time period than was
possible during the Phase I-III clinical trials.
All
phases, must be undertaken at a hospital or medical center to
demonstrate optimal use, safety, and efficacy of each product in
humans. Each clinical study is conducted under the auspices of an
independent Institutional Review Board (“IRB”). The IRB will
consider, among other things, ethical factors, the safety of human
subjects, and the possible liability of the institution. The time
and expense required to perform this clinical testing can far
exceed the time and expense of the research and development
initially required to create the product. No action can be taken to
market any therapeutic product in the United States until an
appropriate New Drug Application (“NDA”) or Biologic License
Application (“BLA”) or has been approved by the FDA. FDA
regulations also restrict the export of therapeutic products for
clinical use prior to NDA or BLA approval.
Even
after initial FDA approval has been obtained, further studies may
be required to provide additional data on safety or to gain
approval for the use of a product as a treatment for clinical
indications other than those initially targeted. In addition, use
of these products during testing and after marketing could reveal
side effects that could delay, impede, or prevent FDA marketing
approval, resulting in FDA-ordered product recall, or in
FDA-imposed limitations on permissible
The
FDA regulates the manufacturing process of pharmaceutical products,
and human tissue and cell products, requiring that they be produced
in compliance with Current Good Manufacturing Practices (“cGMP”) .
The FDA also regulates the content of advertisements used to market
pharmaceutical products. Generally, claims made in advertisements
concerning the safety and efficacy of a product, or any advantages
of a product over another product, must be supported by clinical
data filed as part of an NDA or an amendment to an NDA, and
statements regarding the use of a product must be consistent with
the FDA approved labeling and dosage information for that
product.
Sales
of drugs and biologics outside the United States are subject to
foreign regulatory requirements that vary widely from country to
country. Even if FDA approval has been obtained, approval of a
product by comparable regulatory authorities of foreign countries
must be obtained prior to the commencement of marketing the product
in those countries. The time required to obtain such approval may
be longer or shorter than that required for FDA approval
Amount
spent during the fiscal year ended September 30, 2022 on research
and development activities
During
the fiscal year ended September 30, 2022 we expended $275,388 on
research and development activities.
Costs
and effects of compliance with environmental laws (federal, state
and local)
Regen
has not incurred any unusual or significant costs to remain in
compliance with any environmental laws and does not expect to incur
any unusual or significant costs to remain in compliance with any
environmental laws in the foreseeable future.
Number
of total employees and number of full-time employees
As of
October 28, 2022 Regen has 1 employee of which one is full
time.
Item
2. Properties
The
Company currently occupies 2,320 square feet of office space at
4700 Spring Street, Suite 304, La Mesa, California 91942. The
property is utilized as office space. We believe that the foregoing
properties are adequate to meet our current needs for office
space.
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease
agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc.
would sublet the aforementioned office space located at 4700 Spring
Street, Suite 304, La Mesa, California 91942 from BST on a month to
month basis for $5,000 per month beginning January 14, 2022. BST
Partners is controlled by David Koos who serves as the sole officer
and director of Regen Biopharma, Inc.
Item
3. Legal Proceedings
There
are no material pending legal proceedings to which the Company is a
party or of which any of the Company’s property is the
subject.
Item
4. Submission of Matters to a Vote of Security
Holders
No
matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the
solicitation of proxies or otherwise.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
The
Company’s common stock is a "penny stock," as defined in Rule
3a51-1 under the Exchange Act. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks
and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the
broker-dealer and its sales person in the transaction, and monthly
account statements showing the market value of each penny stock
held in the customer's account. In addition, the penny stock rules
require that the broker-dealer, not otherwise exempt from such
rules, must make a special written determination that the penny
stock is suitable for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure rules have
the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny
stock rules. So long as the common stock of the Company is subject
to the penny stock rules, it may be more difficult to sell common
stock of the Company.
The
stockholders’ equity section of the Company contains the following
classes of capital stock :
As of
October 28,2022 Common stock, $ 0.0001 par value; 5, 800,000,000
shares authorized: 5,031,517,324 shares issued and
outstanding.
With
respect to each matter submitted to a vote of stockholders of the
Corporation, each holder of Common Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of
Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the holders of the Common Stock shall receive,
out of assets legally available for distribution to the Company’s
stockholders, a ratable share in the assets of the
Corporation.
Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which
600,000 is designated as Series AA Preferred Stock: 50,000 shares
issued and outstanding as of October 28, 2022 , 540,000,000 is
designated Series A Preferred Stock of which 449,293,406 shares are
outstanding as of October 28, 2022 , 60,000,000 is designated
Series M Preferred Stock of which 44,000,000 shares are outstanding
as of October 28,2022 and 20,000 is designated Series NC Preferred
Stock of which 10,000 shares are outstanding as of October
28,2022.
The
abovementioned shares authorized pursuant to the Company’s
certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors
of the Company shall have the full authority permitted by law to
establish one or more series and the number of shares constituting
each such series and to fix by resolution full or limited, multiple
or fractional, or no voting rights, and such designations,
preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the
Stock that may be desired.
The
abovementioned shares authorized pursuant to the Company’s
certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors
of the Company shall have the full authority permitted by law to
establish one or more series and the number of shares constituting
each such series and to fix by resolution full or limited, multiple
or fractional, or no voting rights, and such designations,
preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the
Stock that may be desired.
Series
AA Preferred Stock
On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION
(“Certificate of Designations”) with the Nevada Secretary of State
setting forth the preferences rights and limitations of a newly
authorized series of preferred stock designated and known as
“Series AA Preferred Stock” (hereinafter referred to as “Series AA
Preferred Stock”).
The
Board of Directors of the Company have authorized 600,000 shares of
the Series AA Preferred Stock, par value $0.0001. With respect to
each matter submitted to a vote of stockholders of the Corporation,
each holder of Series AA Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of
Series AA Preferred Stock owned by such holder times ten thousand
(10,000). Except as otherwise required by law holders of Common
Stock, other series of Preferred issued by the Corporation, and
Series AA Preferred Stock shall vote as a single class on all
matters submitted to the stockholders.
Series
A Preferred Stock
On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION
(“Certificate of Designations”) with the Nevada Secretary of State
setting forth the preferences rights and limitations of a newly
authorized series of preferred stock designated and known as
“Series A Preferred Stock” (hereinafter referred to as “Series A
Preferred Stock”).
The
Board of Directors of the Company have authorized 540,000,000
shares of the Series A Preferred Stock, par value $0.0001. With
respect to each matter submitted to a vote of stockholders of the
Corporation, each holder of Series A Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the
number of shares of Series A Preferred Stock owned by such holder
times one . Except as otherwise required by law holders of Common
Stock, other series of Preferred issued by the Corporation, and
Series A Preferred Stock shall vote as a single class on all
matters submitted to the stockholders.
Holders
of the Series A Preferred Stock will be entitled to receive, when,
as and if declared by the board of directors of the Company (the
“Board”) out of funds legally available therefore, non-cumulative
cash dividends of $0.01 per quarter. In the event any dividends are
declared or paid or any other distribution is made on or with
respect to the Common Stock , the holders of Series A Preferred
Stock as of the record date established by the Board for such
dividend or distribution on the Common Stock shall be entitled to
receive, as additional dividends (the “Additional Dividends”) an
amount (whether in the form of cash, securities or other property)
equal to the amount (and in the form) of the dividends or
distribution that such holder would have received had each share of
the Series A Preferred Stock been one share of the Common Stock,
such Additional Dividends to be payable on the same payment date as
the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether
voluntary or involuntary (collectively, a “Liquidation”), before
any distribution or payment shall be made to any of the holders of
Common Stock or any other series of preferred stock, the holders of
Series A Preferred Stock shall be entitled to receive out of the
assets of the Company, whether such assets are capital, surplus or
earnings, an amount equal to $0.01 per share of Series A Preferred
(the “Liquidation Amount”) plus all declared and unpaid dividends
thereon, for each share of Series A Preferred held by
them.
If,
upon any Liquidation, the assets of the Company shall be
insufficient to pay the Liquidation Amount, together with declared
and unpaid dividends thereon, in full to all holders of Series A
Preferred, then the entire net assets of the Company shall be
distributed among the holders of the Series A Preferred, ratably in
proportion to the full amounts to which they would otherwise be
respectively entitled and such distributions may be made in cash or
in property taken at its fair value (as determined in good faith by
the Board), or both, at the election of the Board.
On
January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a
CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the
Nevada Secretary of State setting forth the preferences rights and
limitations of a newly authorized series of preferred stock
designated and known as "Series M Preferred Stock" (hereinafter
referred to as "Series M Preferred Stock").
The Board of Directors of Regen have authorized 60,000,000 shares
of the Series M Preferred Stock, par value $0.0001. With respect to
each matter submitted to a vote of stockholders of Regen, each
holder of Series M Preferred Stock shall be entitled to cast that
number of votes which is equivalent to the number of shares of
Series M Preferred Stock owned by such holder times one. Except as
otherwise required by law holders of Common Stock, other series of
Preferred issued by Regen, and Series M Preferred Stock shall vote
as a single class on all matters submitted to the
stockholders.
The
holders of Series M Preferred Stock shall be entitled receive
dividends, when, as and if declared by the Board of Directors in
accordance with Nevada Law, in its discretion, from funds legally
available therefore
On
any voluntary or involuntary liquidation, dissolution or winding up
of Regen, the holders of the Series M Preferred Stock shall
receive, out of assets legally available for distribution to
Regen’s stockholders, a ratable share in the assets of
Regen.
On
March 26, 2021 Regen Biopharma, Inc. ( “Regen”) filed a CERTIFICATE
OF DESIGNATION ("Certificate of Designations") with the Nevada
Secretary of State setting forth the preferences rights and
limitations of a newly authorized series of preferred stock
designated and known as Nonconvertible Series NC Preferred Stock
(hereinafter referred to as "Series NC Preferred
Stock").
The
Board of Directors of Regen have authorized 20,000 shares of the
Series NC Preferred Stock, par value $0.0001. With respect to each
matter submitted to a vote of stockholders of Regen, each holder of
Series NC Preferred Stock shall be entitled to cast that number of
votes which is equivalent to the number of shares of Series NC
Preferred Stock owned by such holder times 500,000. Except as
otherwise required by law holders of Common Stock, other series of
Preferred issued by Regen, and Series NC Preferred Stock shall vote
as a single class on all matters submitted to the
stockholders.
The
holders of Series NC Preferred Stock shall be entitled receive
dividends, when, as and if declared by the Board of Directors in
accordance with Nevada Law, in its discretion, from funds legally
available therefore
On
any voluntary or involuntary liquidation, dissolution or winding up
of Regen, the holders of the Series NC Preferred Stock shall
receive, out of assets legally available for distribution to
Regen’s stockholders, a ratable share in the assets of
Regen.
Our
common stock is traded on the OTC Bulletin Board under the symbol
"RGBP”. Below is the range of high and low bid information for our
common equity for each quarter within the last two fiscal years.
These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual
transactions.
October
1, 2020 to September 30, 2021 |
|
HIGH |
|
LOW |
First
Quarter |
|
$ |
.003 |
|
|
$ |
.0003 |
|
Second
Quarter |
|
$ |
.0049 |
|
|
$ |
.0006 |
|
Third
Quarter |
|
$ |
.0819 |
|
|
$ |
.0015 |
|
Fourth
Quarter |
|
$ |
.0815 |
|
|
$ |
.0125 |
|
October
1, 2021 to September 30, 2022 |
|
HIGH |
|
LOW |
First
Quarter |
|
$ |
.017 |
|
|
$ |
.0103 |
|
Second
Quarter |
|
$ |
.0155 |
|
|
$ |
.0061 |
|
Third
Quarter |
|
$ |
.0086 |
|
|
$ |
.0037 |
|
Fourth
Quarter |
|
$ |
.0081 |
|
|
$ |
.0056 |
|
As of
October 28, 2022 there were approximately 453 holders of our Common
Stock.
As of
October 28, 2022 there were approximately 206 holders of our Series
A Preferred Stock.
As of
October 28, 2022 there was 1 holder of our Series AA Preferred
Stock.
As of
October 28, 2022 there were approximately 7 holders of our Series M
Preferred Stock
As of
October 28, 2022 there was one holder of our Series NC Preferred
Stock.
Dividends
No
cash dividends were paid during the fiscal year ending September
30, 2021. We do not expect to declare cash dividends in the
immediate future.
Recent
Sales of Unregistered Securities
On
October 24, 2022 the Company issued 10,000,000 shares of its Series
A Preferred Stock as consideration for social media services to be
rendered.
Quarter
ended September 30, 2022
On
July 15 2022 the Company issued 50,000,000 common shares in
satisfaction of $132,650 of convertible indebtedness and $32,950 of
accrued interest on convertible indebtedness.
On
July 19, 2022 the Company issued 54,514,492 common shares in
satisfaction of $180,552 of convertible indebtedness.
On
August 4, 2022 the Company issued 7,000,000 common shares
pursuant to contractual obligations imposed by a previously issued
convertible note which has now been fully converted.
Quarter
Ended June 30, 2022
On
April 5, 2022 the Company issued 40,000,000 common shares
in satisfaction of $218,617 of convertible indebtedness and
$1,701 of accrued interest on convertible
indebtedness.
On
April 8, 2022 the Company issued 100,000,000 common
shares in satisfaction of $550,161 of convertible indebtedness
and $1,500 of accrued interest on convertible
indebtedness.
On
May 16, 2022 the Company issued 100,000,000 common shares
in satisfaction of $334,800 of convertible
indebtedness.
On
June 9, 2022 the Company issued 100,000,000 common shares
in satisfaction of $334,800 of convertible
indebtedness.
Quarter
Ended March 31, 2022
On
March 28, 2022 the Company issued 16,000,000 common
shares in satisfaction of $48,420 of convertible indebtedness
and $39,708 of accrued interest on convertible
indebtedness.
Quarter
Ended December 31, 2021
On
October 1, 2021 the Company issued 101,718,058 common
shares in satisfaction of $425,000 of convertible indebtedness
and $154,991 of accrued interest on convertible
indebtedness.
On
October 1, 2021 the Company issued 5,869,589 shares of
Series A Preferred stock in satisfaction of $50,000 of
convertible indebtedness and $23,369 of accrued interest on
convertible indebtedness.
On
October 29, 2021 the Company issued 25748147 common
shares in satisfaction of $140,000 of convertible indebtedness
and $54,000 of accrued interest on convertible
indebtedness.
On
November 4 , 2021 the Company issued 8626613 common
shares in satisfaction of $50,000 of convertible indebtedness
and $69,012 of accrued interest on convertible
indebtedness.
On
November 24, 2021 the Company issued 77355500 common
shares in satisfaction of $95,964 of convertible indebtedness
and $36,967 of accrued interest on convertible
indebtedness.
On
December 10 2021 the Company issued 1,425,000 shares of
Series A Preferred stock in satisfaction of $25,000 of
convertible indebtedness and $10,625 of accrued interest on
convertible indebtedness.
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.
With
the exception of securities eligible for public resale pursuant to
Rule 144 promulgated under the Securities Act of 1933, as amended,
a legend was placed on the certificate that evidences the
securities stating that the securities have not been registered
under the Act and setting forth or referring to the restrictions on
transferability and sale of the securities.
Item
6. Selected Financial Data
As we
are a “smaller reporting company” as defined by Rule 229.10(f)(1),
we are not required to provide the information required by
this Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
As of
September 30, 2021 we had Cash of $727,162 and as of September 30,
2022 we had cash of $51,204. The decrease in cash of approximately
93% is primarily attributable to the payment of $218,529 in
satisfaction $94,537 of convertible indebtedness and $28,973 of
accrued interest on convertible indebtedness as well as funds
expended in operation of the Company’s business.
As of
September 30, 2021 we had Accounts Receivable, Related Party of
$213,192 and as of September 30, 2022 we had Accounts Receivable,
Related Party of $ 295,466. The increase of approximately 19% is
attributable to the accrual during the quarter ended December 31,
2021 of $27,425 of minimum royalties and anniversary fees pursuant
to a license granted to Zander Therapeutics, Inc. by Regen
Biopharma, Inc. , the accrual during the quarter ended March
31,2022 of $27,425 of minimum royalties and anniversary fees
pursuant to a license granted to Zander Therapeutics, Inc. by Regen
Biopharma, Inc. the accrual during the quarter ended June 30,2022
of $27,425 of minimum royalties and anniversary fees pursuant to a
license granted to Zander Therapeutics, Inc. by Regen Biopharma,
Inc. offset by the paying down by licensee of $41,193 of fees
accrued yet unpaid due to the Company during the quarter ended
September 30, 2022.
As of
September 30, 2021 we had Prepaid Expenses of $48,144 and as of
September 30, 2022 we had prepaid expenses of $20,945. The decrease
in Prepaid Expenses of approximately 56.4% is attributable to the
recognition of expenses incurred over the twelve months ended
September 30, 2022 resulting from an agreement to provide Research
and Development services which was prepaid during the quarter ended
September 30, 2021. The term of the agreement is from July 1, 2021
to July 1, 2023. The total consideration due of $55,000 was paid to
the contractor as of July 1, 2021 and is being expensed over the
term of the agreement.
As of
September 30, 2022 we had Notes Receivable, Related Party of $0 and
as of September 30, 2021 we had Notes Receivable, Related Party of
$ 5,396. As of September 30, 2022 we had Accrued Interest
Receivable, Related Party of $0 and as of September 30, 2021 we
Accrued Interest Receivable, Related Party of $230. The decrease is
attributable to the payment in cash by Zander Therapeutics, Inc.(
an entity under common control with the Company) during the quarter
ended September 30, 2022 of the principal balance and accrued
interest there of a promissory note issued by Zander Therapeutics,
Inc. to the Company during the quarter ended June 30,
2021.
As of
September 30, 2022 we had Investment Securities (Not Related Party)
of $0 and as of September 30, 2021 we had Investment Securities
(Not Related Party) of $198,006. The decrease in Investment
Securities (Not Related Party) is attributable to the sale by the
Company of 18,300 common shares of Oncology Pharma, Inc. during the
year ended September 30, 2022.
As of
September 30, 2022 we had Prepaid Rent of $10,000 and as of
September 30, 2021 we had Prepaid Rent of $0. The increase in
Prepaid Rent is primarily attributable to $10,000 of rental
expenses prepaid to BST Partners (an entity under common control
with the Company) during the quarter ended September 30,
2022.
As of
September 30, 2022 we had Investment Securities (Related Party) of
$222,580 and as of September 30, 2021 we had Investment Securities
( Related Party) of $19, 969. During the fiscal year ended
September 30, 2022 the Company revalued its owned shares of Zander
Therapeutics, Inc. resulting in the recognition of an increase in
fair value of 1014.65% as compared to September 30,
2021.
As of
September 30, 2022 we had Accounts Payable of $28,799 and as of
September 30, 2021 we had Accounts Payable of $91,498. The decrease
in Accounts Payable of approximately 69% is primarily attributable
to the derecognition of $62,700 of payables for which recovery is
barred by the statute of limitations imposed under California Code
of Civil Procedure §337.
As of
September 30, 2022 we had Accrued Interest Payable of $689,785 and
as of September 30, 2021 we had Accrued Interest Payable of
$954,861. The decrease in Accrued Interest Payable of approximately
28% is primarily attributable to
(a)
the conversion during the quarter ended December 31, 2021 of
$298,964 of interest accrued but unpaid on Convertible Notes issued
by the Company and the satisfaction of $28,973 of interest accrued
but unpaid in cash,
(b)
the conversion during the quarter ended March 31, 2022 of $39,708
of interest accrued but unpaid on Convertible Notes issued by the
Company ,
(c)
the conversion of during the quarter ended June 30, 2022 of $3,201
of interest accrued but unpaid on Convertible Notes issued by the
Company
(d)
the conversion of during the quarter ended September 30, 2022 of
$32,950 of interest accrued but unpaid on a Convertible Note issued
by the Company
offset
by additional interest accrued but unpaid during the year ended
September 30, 2022 on Notes Payable and Convertible Notes
Payable.
As of
September 30, 2021 we had Notes Payable of $1,429,179 and as of
September 30, 2022 we had Notes Payable of $710. The decrease in
Notes Payable of 99.9% is primarily attributable to the
reclassification of a Note in the principal amount of $1,500,000
(net of unamortized Original Issue Discount) as a Convertible Note
Payable. Such reclassification occurred as a result of the
Company’s failure to make a required payment such failure
triggering the conversion feature. The aforementioned $1,500,000
Note has been satisfied as of September 30, 2022.
As of
September 30, 2021 we had total Convertible Notes Payable of
$2,152,811 and as of September 30, 2022 we had total Convertible
Notes Payable of $1,272,340. The decrease in total Convertible
Notes Payable of 40.98 % is attributable to the
following:
|
(a) |
The
satisfaction of $785,964 of principal convertible indebtedness
through the issuance of equity securities during the quarter ended
December 31, 2021 |
|
(b) |
The
settlement of $94,537 of principal convertible indebtedness through
cash payments during the quarter ended December 31,
2021 |
|
(c) |
The
reclassification during the quarter ended March 31, 2022 of $1,724,
960 (net of unamortized discount and including a $300,000 penalty
incurred due to the failure by the Company to make a required
payment to the lender) of principal indebtedness as convertible
debt. |
|
(d) |
The
conversion during the quarter ended March 31, 2022 of $48,420 of
principal convertible indebtedness |
|
(e) |
The
conversion during the quarter ended June 30, 2022 of $1,438,378 of
principal convertible indebtedness |
|
(f) |
The
conversion during the quarter ended September 30, 2022 of $313,202
of principal convertible indebtedness offset by the recognition of
$71,607 Amortization of Discount recognized during the fiscal year
ended September 30, 2022. |
As of
September 30, 2022 we had a Derivative Liability of $3,551,793 and
as of September 30, 2021 we had a Derivative Liability of
$6,892,477. The decrease in Derivative Liability of approximately
48% is attributable to the recognition by the Company of embedded
derivatives on Convertible Notes Payable with an aggregate face
value of $962,500 outstanding as of September 30, 2022.
As of
September 30, 2022 we had a Unearned Income of $1,718,290 and as of
September 30, 2021 we had a Unearned Income of $1,843,806. Unearned
Income represents that portion of $1,905,000 of license fees paid
during the quarter ended June 30, 2021 to be recognized as revenue
over the 15 year term of the licenses granted in accordance with
ASC 606. The decrease of 6% is attributable to the recognition by
the Company of $125,517 of licensing revenue over the year ended
September 30, 2022.
Revenues
from continuing operations were $235,517 for the twelve months
ended September 30, 2022 and $171,194 for the same period ended
2021. $110,000 of revenue from related parties recognized during
the years ended September 30, 2021 and September 30, 2022 consisted
of $100,000 related to an anniversary expense receivable pursuant
to a license granted by the Company to Zander Therapeutics, Inc.
and $10,000 of minimum royalties recognized during the twelve
months ended September 30 2021 and 2022 respectively pursuant to
the same license. $61,194 of revenue recognized during the year
ended September 30, 2021 were recognized pursuant to licenses
granted to Oncology Pharma,Inc. and $125,517 of revenue was
recognized during the year ended September 30, 2022 pursuant to
those same licenses.
With
regards to the aforementioned license granted to Zander On December
17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc.
(“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered
into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with
regards to certain intellectual property which was assigned by
Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned
subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and
assigns to Assignee all rights, duties, and obligations of Licensor
under the Agreement with respect to the Assigned Properties , and
Assignee agrees to assume such duties and obligations thereunder
and be bound to the terms of the Agreement with respect
thereto.
The
Company recognized an Operating Loss of $200,771 during the year
ended September 30, 2021 whereas the Company recognized an
Operating Loss of $339,605 for the same period ended September 30,
2022. The Company recognized a Net Loss of $6,765,233 for the
twelve months ended September 30, 2021 whereas the Company
recognized a Net Income of $2,443,531 for the same period ended
2022. Contributing factors to the difference between the periods
were the recognition of a Derivative Income of $3,340,683 during
the period ended 2022 as opposed to the recognition of Derivative
Losses of $4,264,975 during the period ended 2021, the recognition
during the fiscal year ended September 30, 2021 of an $800,000
expense related to a legal settlement during the year ended
September 30,2021 and recognition of $632, 094 of unrealized losses
on sales of Investment Securities as well as $524,960 of realized
losses on sales of Investment Securities during the year ended
September 30,2021
As of
September 30, 2022 we had $51,204 in cash on hand and current
liabilities of $8,595,461 such liabilities materially consisting of
Accounts Payable, Notes Payable, Convertible Notes Payable ,
Derivative Liability Recognized, Unearned Income and Accrued
Expenses. We feel we will not be able to satisfy our cash
requirements over the next twelve months and shall be required to
seek additional financing.
As of
September 30, 2022 the Company was not party to any binding
agreements which would commit Regen to any material capital
expenditures.
Item
7A. Quantitative and Qualitative Disclosures About Market
Risk
As we
are a smaller reporting company, as defined by Rule 229.10(f)(1),
we are not required to provide the information required by this
Item.
Item
8. Financial Statements
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Shareholders of Regen Biopharma,
Inc.:
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Regen
Biopharma, Inc. (the “Company”) as of September 30, 2022 and 2021
and the related consolidated statements of operations,
shareholders’ equity, and cash flows for the two years in the
period ended September 30, 2022, and the related notes and
schedules (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of
September 30, 2022 and 2021, and the results of its operations and
its cash flows for the two years in the period ended September 30,
2022 and 2021, in conformity with accounting principles generally
accepted in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audit, we are required to obtain an understanding of
internal control over financial reporting, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our
audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provide a reasonable basis
for our opinion.
Critical
Audit Matter
Critical
audit matters are matters arising from the current-period audit of
the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts
or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex
judgments.
We
determined that there are no critical audit matters.
/S
BF Borgers CPA PC
BF Borgers CPA PC (PCAOB ID
5041)
We
have served as the Company's auditor since 2019
Lakewood, CO
November
15, 2022
|
|
|
|
|
|
|
|
|
REGEN
BIOPHARMA , INC. |
|
|
|
|
CONSOLIDATED
BALANCE SHEETS |
|
|
|
|
|
|
|
|
|
|
|
As
of |
|
As
of |
|
|
September
30, 2022 |
|
September
30, 2021 |
ASSETS |
|
|
|
|
CURRENT
ASSETS |
|
|
|
|
|
|
|
|
Cash |
|
$ |
51,204 |
|
|
$ |
727,162 |
|
Accounts
Receivable, Related Party |
|
|
254,273 |
|
|
|
213,192 |
|
Note
Receivable, Related Party |
|
|
0 |
|
|
|
5,396 |
|
Accrued
Interest Receivable |
|
|
0 |
|
|
|
230 |
|
Prepaid
Expenses |
|
|
20,945 |
|
|
|
48,144 |
|
Prepaid
Rent |
|
|
10,000 |
|
|
|
|
|
Total
Current Assets |
|
|
336,422 |
|
|
|
994,124 |
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS |
|
|
|
|
|
|
|
|
Investment
Securities |
|
|
0 |
|
|
|
198,006 |
|
Investment
Securities, Related Party |
|
|
222,580 |
|
|
|
19,969 |
|
Total
Other Assets |
|
|
222,580 |
|
|
|
217,975 |
|
TOTAL
ASSETS |
|
$ |
559,002 |
|
|
$ |
1,212,099 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current
Liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
|
28,799 |
|
|
|
91,498 |
|
Notes
Payable |
|
|
710 |
|
|
|
1,429,179 |
|
Accrued
payroll taxes |
|
|
4,241 |
|
|
|
4,241 |
|
Accrued
Interest |
|
|
689,785 |
|
|
|
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 |
|
|
1,718,290 |
|
|
|
1,843,806 |
|
Derivative
Liability |
|
|
3,551,793 |
|
|
|
6,892,477 |
|
Convertible
Notes Payable Less unamortized discount |
|
|
1,262,340 |
|
|
|
2,131,311 |
|
Convertible
Notes Payable, Related Parties Less unamortized
discount |
|
|
10,000 |
|
|
|
21,500 |
|
Total
Current Liabilities |
|
|
8,595,061 |
|
|
|
14,697,976 |
|
Long
Term Liabilities: |
|
|
|
|
|
|
|
|
Convertible
Notes Payable, Related Parties Less unamortized
discount |
|
|
|
|
|
|
0 |
|
Total
Long Term Liabilities |
|
|
|
|
|
|
|
|
Total
Liabilities |
|
|
8,595,061 |
|
|
|
14,697,976 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
Common
Stock ($.0001
par value) 500,000,000 shares authorized; 5,800,000,000
authorized and 5,031,517,324 issued
and outstanding as of September 30,2022 and 4,800,000,000
authorized and 4,350,554,514
shares issued and outstanding as of September 30 ,2021. |
|
|
503,150 |
|
|
|
435,054 |
|
Preferred
Stock, 0.0001 par value,
800,000,000
authorized as of September 30,2022 and September 30,2021
respectively |
|
|
|
|
|
|
|
|
Series
A Preferred 300,000,000
authorized as of September 30,2021 and 540,000,000
authorized as of September 30, 2022; 439,293,406 and
431,998,817
outstanding as of September 30,2022 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 September 30,2022 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 60,000,000
authorized and 44,000,000
outstanding as of September 30, 2022 |
|
|
4,400 |
|
|
|
4,400 |
|
Series
NC Preferred $0.0001 par value
20,000 authorized
and 10,000 outstanding
as of September 30, 2021 a and September 30,2022
respectively |
|
|
1 |
|
|
|
1 |
|
Additional
Paid in capital |
|
|
11,581,499 |
|
|
|
8,644,037 |
|
Contributed
Capital |
|
|
736,326 |
|
|
|
736,326 |
|
Retained
Earnings (Deficit) |
|
|
(20,905,369 |
) |
|
|
(23,348,900 |
) |
Total
Stockholders' Equity (Deficit) |
|
|
(8,036,059 |
) |
|
|
(13,485,877 |
) |
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
|
$ |
559,002 |
|
|
$ |
1,212,099 |
|
The Accompanying Notes are an Integral Part of These Financial
Statements
The
Accompanying Notes are an Integral Part of These Financial
Statements
REGEN
BIOPHARMA , INC.
Consolidated
Statement of Shareholder's Equity (Deficit)
Years
ended September 30, 2021 and September 30, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
935,832,781 |
|
|
|
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 |
|
— |
shares
issued for debt |
1/28/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85,900,000 |
|
|
|
8,590 |
|
|
|
|
|
|
|
|
|
|
|
(3,436 |
) |
|
|
|
|
|
|
|
|
5,154 |
shares
issued for interest |
2/23/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,000,000 |
|
|
|
8,800 |
|
|
|
|
|
|
|
|
|
|
|
(4,400 |
) |
|
|
|
|
|
|
|
|
4,400 |
shares
issued for debt |
2/24/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,430,421 |
|
|
|
7,143 |
|
|
|
|
|
|
|
|
|
|
|
22,857 |
|
|
|
|
|
|
|
|
|
30,000 |
shares
issued for interest |
2/24/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,328,865 |
|
|
|
1,133 |
|
|
|
|
|
|
|
|
|
|
|
3,625 |
|
|
|
|
|
|
|
|
|
4,758 |
shares
issued for debt |
3/2/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,928,505 |
|
|
|
8,093 |
|
|
|
|
|
|
|
|
|
|
|
(2,833 |
) |
|
|
|
|
|
|
|
|
5,260 |
shares
issued for interest |
3/2/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,341,033 |
|
|
|
3,834 |
|
|
|
|
|
|
|
|
|
|
|
(1,342 |
) |
|
|
|
|
|
|
|
|
2,492 |
shares
issued for debt |
3/9/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,175,355 |
|
|
|
6,718 |
|
|
|
|
|
|
|
|
|
|
|
(3,361 |
) |
|
|
|
|
|
|
|
|
3,357 |
shares
issued for interest |
3/9/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,824,645 |
|
|
|
882 |
|
|
|
|
|
|
|
|
|
|
|
(441 |
) |
|
|
|
|
|
|
|
|
441 |
shares
issued for debt |
3/12/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,666,667 |
|
|
|
1,667 |
|
|
|
|
|
|
|
|
|
|
|
(667 |
) |
|
|
|
|
|
|
|
|
1,000 |
shares
issued for interest |
3/12/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,833,333 |
|
|
|
9,583 |
|
|
|
|
|
|
|
|
|
|
|
(3,833 |
) |
|
|
|
|
|
|
|
|
5,750 |
shares
issued for debt |
3/18/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,319,520 |
|
|
|
6,832 |
|
|
|
|
|
|
|
|
|
|
|
(3,417 |
) |
|
|
|
|
|
|
|
|
3,415 |
shares
issued for interest |
3/18/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,680,480 |
|
|
|
168 |
|
|
|
|
|
|
|
|
|
|
|
(84 |
) |
|
|
|
|
|
|
|
|
84 |
shares
issued for debt |
3/31/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,519,260 |
|
|
|
3,852 |
|
|
|
|
|
|
|
|
|
|
|
(1,927 |
) |
|
|
|
|
|
|
|
|
1,925 |
shares
issued for interest |
3/31/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,480,740 |
|
|
|
148 |
|
|
|
|
|
|
|
|
|
|
|
(74 |
) |
|
|
|
|
|
|
|
|
74 |
Additions
to Contributed Capital Quarter ended 3/31/2021 |
|
|
Additions
to Contributed Capital Quarter ended 3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
250 |
Net
Income for the Quarter Ended March 31,2021 |
|
|
Net
Income for the Quarter Ended March 31,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
442,183 |
|
|
|
|
|
442183 |
Balance
March 31, 2021 |
|
|
Balance
March 31, 2021 |
|
|
414,147,858 |
|
$ |
|
41,415 |
|
|
|
50,000 |
|
|
|
5 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2,934,453,890 |
|
$ |
|
293,444 |
|
|
|
44,000,000 |
|
$ |
|
4,400 |
|
$ |
|
8,331,313 |
|
$ |
|
(14,475,117 |
) |
$ |
|
733,826 |
|
— |
Shares
issued for Debt |
4/12/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,214,968 |
|
|
|
8,421 |
|
|
|
|
|
|
|
|
|
|
|
(5,310 |
) |
|
|
|
|
|
|
|
|
3,111 |
Shares
issued for interest |
4/12/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
785,032 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
(30 |
) |
|
|
|
|
|
|
|
|
49 |
Preferred
Shares issued for Services |
4/13/2021 |
|
Preferred
Shares issued for Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10000 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Shares
issued for Debt |
4/13/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,389,990 |
|
|
|
2,639 |
|
|
|
|
|
|
|
|
|
|
|
16,361 |
|
|
|
|
|
|
|
|
|
19,000 |
Shares
issued for interest |
4/13/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,578,052 |
|
|
|
658 |
|
|
|
|
|
|
|
|
|
|
|
4,078 |
|
|
|
|
|
|
|
|
|
4,736 |
Shares
issued for Debt |
4/13/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,502,448 |
|
|
|
5,850 |
|
|
|
|
|
|
|
|
|
|
|
(2,340 |
) |
|
|
|
|
|
|
|
|
3,510 |
Shares
issued for interest |
4/13/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,134,385 |
|
|
|
2,513 |
|
|
|
|
|
|
|
|
|
|
|
(1,005 |
) |
|
|
|
|
|
|
|
|
1,508 |
Shares
issued for Debt |
4/15/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,542,355 |
|
|
|
9,754 |
|
|
|
|
|
|
|
|
|
|
|
(3,414 |
) |
|
|
|
|
|
|
|
|
6,340 |
Shares
issued for interest |
4/15/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,909,645 |
|
|
|
4,891 |
|
|
|
|
|
|
|
|
|
|
|
(1,712 |
) |
|
|
|
|
|
|
|
|
3,179 |
Shares
issued for Debt |
4/15/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,145,154 |
|
|
|
3,815 |
|
|
|
|
|
|
|
|
|
|
|
(1,527 |
) |
|
|
|
|
|
|
|
|
2,288 |
Shares
issued for interest |
4/15/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,336,846 |
|
|
|
1,134 |
|
|
|
|
|
|
|
|
|
|
|
(454 |
) |
|
|
|
|
|
|
|
|
680 |
Shares
issued for Debt |
4/15/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,950,579 |
|
|
|
8,995 |
|
|
|
|
|
|
|
|
|
|
|
(4,757 |
) |
|
|
|
|
|
|
|
|
4,238 |
Shares
issued for interest |
4/15/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
360,821 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
(19 |
) |
|
|
|
|
|
|
|
|
17 |
Shares
issued for Debt |
4/16/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,257,055 |
|
|
|
6,026 |
|
|
|
|
|
|
|
|
|
|
|
40,974 |
|
|
|
|
|
|
|
|
|
47,000 |
Shares
issued for interest |
4/16/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,498,830 |
|
|
|
1,050 |
|
|
|
|
|
|
|
|
|
|
|
7,139 |
|
|
|
|
|
|
|
|
|
8,189 |
Shares
issued for Debt |
4/21/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,423,649 |
|
|
|
12,642 |
|
|
|
|
|
|
|
|
|
|
|
(4,987 |
) |
|
|
|
|
|
|
|
|
7,655 |
Shares
issued for interest |
4/21/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,390,351 |
|
|
|
3,739 |
|
|
|
|
|
|
|
|
|
|
|
(1,475 |
) |
|
|
|
|
|
|
|
|
2,264 |
Shares
issued for Debt |
4/28/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,445,152 |
|
|
|
2,445 |
|
|
|
|
|
|
|
|
|
|
|
19,555 |
|
|
|
|
|
|
|
|
|
22,000 |
Shares
issued for interest |
4/28/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,339,015 |
|
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
3,471 |
|
|
|
|
|
|
|
|
|
3,905 |
Shares
issued for Debt |
5/3/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,792,903 |
|
|
|
2,179 |
|
|
|
|
|
|
|
|
|
|
|
(763 |
) |
|
|
|
|
|
|
|
|
1,416 |
Shares
issued for interest |
5/3/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,219,652 |
|
|
|
1,122 |
|
|
|
|
|
|
|
|
|
|
|
(393 |
) |
|
|
|
|
|
|
|
|
729 |
Shares
issued for Debt |
5/5/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,271,120 |
|
|
|
1,827 |
|
|
|
|
|
|
|
|
|
|
|
(640 |
) |
|
|
|
|
|
|
|
|
1,187 |
Shares
issued for interest |
5/5/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,481,896 |
|
|
|
948 |
|
|
|
|
|
|
|
|
|
|
|
(332 |
) |
|
|
|
|
|
|
|
|
616 |
Shares
issued for Debt |
5/18/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,772,000 |
|
|
|
3,377 |
|
|
|
|
|
|
|
|
|
|
|
(1,351 |
) |
|
|
|
|
|
|
|
|
2,026 |
Contributed
Capital Quarter Ended June 30, 2021 |
|
|
Contributed
Capital Quarter Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|