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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For
the quarterly period ended December
31, 2022
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For
the transition period from
Commission
File No. 333-191725
REGEN
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its
charter)
Nevada |
45-5192997 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
4700 Spring Street, St
304, La
Mesa, California 91942
(Address
of Principal Executive Offices)
619 722-5505
(Issuer’s
telephone number)
None
(Former
name, address and fiscal year, if changed since last
report)
Check
whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
☒
No
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes ☐
No ☒
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer,” “non-accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
☐ Large
accelerated filer |
☐ Accelerated
filer |
☒ Non-accelerated
filer |
☒ Smaller
reporting company |
|
☐ Emerging
Growth Company |
APPLICABLE
ONLY TO CORPORATE ISSUERS:
As of
January 17, 2023 Regen Biopharma, Inc. had 5,048,430,270
common
shares outstanding.
As of
January 17, 2023 Regen Biopharma, Inc. had 608,650,514 shares of
Series A Preferred Stock outstanding.
As of
January 17, 2023 Regen Biopharma, Inc. had 50,000 shares of Series
AA Preferred Stock outstanding.
As of
January 17, 2023 Regen Biopharma, Inc. had 44,000,000 shares of
Series M Preferred Stock outstanding.
As of
January 17, 2023 Regen Biopharma, Inc. had 10,000 shares of Series
NC Preferred Stock outstanding
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act):
Yes
☐ No ☒
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
|
|
|
|
|
|
|
|
|
REGEN
BIOPHARMA , INC. |
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of |
|
As
of |
|
|
December
31, 2022 (Unaudited) |
|
September
30, 2022 |
ASSETS |
|
|
|
|
|
|
|
|
CURRENT
ASSETS |
|
|
|
|
|
|
|
|
Cash |
|
$ |
40,741 |
|
|
$ |
51,204 |
|
Accounts
Receivable, Related Party |
|
|
131,698 |
|
|
|
254,273 |
|
Note
Receivable, Related Party |
|
|
0 |
|
|
|
0 |
|
Accrued
Interest Receivable |
|
|
0 |
|
|
|
0 |
|
Prepaid
Expenses |
|
|
14,089 |
|
|
|
20,945 |
|
Prepaid
Rent |
|
|
5,000 |
|
|
|
10,000 |
|
Total
Current Assets |
|
|
191,528 |
|
|
|
336,422 |
|
OTHER
ASSETS |
|
|
|
|
|
|
|
|
Investment
Securities |
|
|
|
|
|
|
0 |
|
Investment
Securities, Related Party |
|
|
222,580 |
|
|
|
222,580 |
|
Total
Other Assets |
|
|
222,580 |
|
|
|
222,580 |
|
TOTAL
ASSETS |
|
$ |
414,108 |
|
|
$ |
559,002 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current
Liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
|
31,039 |
|
|
|
28,799 |
|
Notes
Payable |
|
|
710 |
|
|
|
710 |
|
Accrued
payroll taxes |
|
|
4,241 |
|
|
|
4,241 |
|
Accrued
Interest |
|
|
301,363 |
|
|
|
689,785 |
|
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 |
|
|
1,686,650 |
|
|
|
1,718,290 |
|
Derivative
Liability |
|
|
1,435,949 |
|
|
|
3,551,793 |
|
Convertible
Notes Payable Less unamortized discount |
|
|
499,880 |
|
|
|
1,262,340 |
|
Convertible
Notes Payable, Related Parties Less unamortized
discount |
|
|
10,000 |
|
|
|
10,000 |
|
Total
Current Liabilities |
|
|
5,298,935 |
|
|
|
8,595,061 |
|
Long
Term Liabilities: |
|
|
|
|
|
|
|
|
Convertible
Notes Payable, Related Parties Less unamortized
discount |
|
|
— |
|
|
|
— |
|
Total
Long Term Liabilities |
|
|
— |
|
|
|
— |
|
Total
Liabilities |
|
|
5,298,935 |
|
|
|
8,595,061 |
|
|
|
|
|
|
|
|
|
|
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
50,848,430,270 shares
issued and outstanding as of December 31, 2022. |
|
|
504,843 |
|
|
|
503,150 |
|
Preferred
Stock,
0.0001 par
value,
800,000,000 authorized
as of September 30,2022 and December 31, 2022
respectively |
|
|
|
|
|
|
|
|
Series
A Preferred;
739,000,000 authorized
as of December 31, 2022 and
540,000,000 authorized
as of September 30, 2022;
439,293,406 and
608,650,514 outstanding
as of September 30,2022 and December 31,
2022 respectively |
|
|
60,865 |
|
|
|
43,929 |
|
Series
AA Preferred $0.0001
par
value
600,000 authorized
and
50,000 and
50,000 outstanding
as of September 30,2022 and December 31,2022
respectively |
|
|
5 |
|
|
|
5 |
|
Series
M Preferred; $0.0001
par
value
60,000,000 authorized
and 44,000,000
outstanding
as of December 31, 2022 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 December 31, 2022 and September 30,2022
respectively |
|
|
1 |
|
|
|
1 |
|
Additional
Paid in capital |
|
|
13,078,374 |
|
|
|
11,581,499 |
|
Contributed
Capital |
|
|
736,326 |
|
|
|
736,326 |
|
Retained
Earnings (Deficit) |
|
|
(19,269,640 |
) |
|
|
(20,905,369 |
) |
Total
Stockholders’ Equity (Deficit) |
|
|
(4,884,826 |
) |
|
|
(8,036,059 |
) |
TOTAL
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) |
|
$ |
414,108 |
|
|
$ |
559,002 |
|
|
|
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of These Financial
Statements |
REGEN
BIOPHARMA , INC.
Condensed Consolidated Statement of Shareholder’s Equity
(Deficit)
(Unaudited)
Three Months Ended December 31, 2021 and December 31,
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, 2021 |
|
|
Balance
September 30, 2021 |
|
|
431,998,817 |
|
|
$ |
43,200 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
10,000 |
|
|
$ |
1 |
|
|
|
4,350,554,514 |
|
|
$ |
435,054 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
8,644,037 |
|
|
$ |
(23,348,900 |
) |
|
$ |
736,326 |
|
|
$(13,485,877 |
) |
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
100,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,666,200 |
|
|
|
267 |
|
|
|
|
|
|
|
|
|
|
|
26,395 |
|
|
|
|
|
|
|
|
|
|
26,662 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000 |
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
|
|
99,000 |
|
|
|
|
|
|
|
|
|
|
100,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,883,700 |
|
|
|
388 |
|
|
|
|
|
|
|
|
|
|
|
38,449 |
|
|
|
|
|
|
|
|
|
|
38,837 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,022,971 |
|
|
|
602 |
|
|
|
|
|
|
|
|
|
|
|
49,398 |
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,361,366 |
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
|
19,367 |
|
|
|
|
|
|
|
|
|
|
19,603 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,503,953 |
|
|
|
1,550 |
|
|
|
|
|
|
|
|
|
|
|
48,450 |
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,759,719 |
|
|
|
576 |
|
|
|
|
|
|
|
|
|
|
|
17,999 |
|
|
|
|
|
|
|
|
|
|
18,575 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,255,888 |
|
|
|
2,326 |
|
|
|
|
|
|
|
|
|
|
|
72,674 |
|
|
|
|
|
|
|
|
|
|
75,000 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,945,768 |
|
|
|
995 |
|
|
|
|
|
|
|
|
|
|
|
31,080 |
|
|
|
|
|
|
|
|
|
|
32,075 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,751,973 |
|
|
|
775 |
|
|
|
|
|
|
|
|
|
|
|
24,225 |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,211,178 |
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
10,035 |
|
|
|
|
|
|
|
|
|
|
10,356 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,016 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
355,326 |
|
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
8,847 |
|
|
|
|
|
|
|
|
|
|
8,883 |
|
Shares
issued for Debt |
10/1/2021 |
|
Shares
issued for Debt |
|
|
4,000,047 |
|
|
|
400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,600 |
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
10/1/2021 |
|
Shares
issued for Interest |
|
|
1,869,542 |
|
|
|
187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,182 |
|
|
|
|
|
|
|
|
|
|
23,369 |
|
Shares
issued for Debt |
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,256,427 |
|
|
|
1,026 |
|
|
|
|
|
|
|
|
|
|
|
98,974 |
|
|
|
|
|
|
|
|
|
|
100,000 |
|
Shares
issued for Interest |
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,082,878 |
|
|
|
408 |
|
|
|
|
|
|
|
|
|
|
|
39,400 |
|
|
|
|
|
|
|
|
|
|
39,808 |
|
Shares
issued for Debt |
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,421,053 |
|
|
|
842 |
|
|
|
|
|
|
|
|
|
|
|
39,158 |
|
|
|
|
|
|
|
|
|
|
40,000 |
|
Shares
issued for Interest |
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,987,789 |
|
|
|
299 |
|
|
|
|
|
|
|
|
|
|
|
13,893 |
|
|
|
|
|
|
|
|
|
|
14,192 |
|
Shares
issued for Debt |
11/4/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,250,082 |
|
|
|
625 |
|
|
|
|
|
|
|
|
|
|
|
49,375 |
|
|
|
|
|
|
|
|
|
|
50,000 |
|
Shares
issued for Interest |
11/4/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,376,531 |
|
|
|
238 |
|
|
|
|
|
|
|
|
|
|
|
18,774 |
|
|
|
|
|
|
|
|
|
|
19,012 |
|
Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,476,800 |
|
|
|
7,248 |
|
|
|
|
|
|
|
|
|
|
|
3,716 |
|
|
|
|
|
|
|
|
|
|
10,964 |
|
Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,014 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
461,086 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
11,481 |
|
|
|
|
|
|
|
|
|
|
11,527 |
|
Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400,000 |
|
|
|
240 |
|
|
|
|
|
|
|
|
|
|
|
59,760 |
|
|
|
|
|
|
|
|
|
|
60,000 |
|
Shares
issued for Interest |
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,017,600 |
|
|
|
102 |
|
|
|
|
|
|
|
|
|
|
|
25,338 |
|
|
|
|
|
|
|
|
|
|
25,440 |
|
Shares
issued for Debt |
12/10/2021 |
|
Shares
issued for Debt |
|
|
1,000,000 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
Shares
issued for Interest |
12/10/2021 |
|
Shares
issued for Interest |
|
|
425,000 |
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,583 |
|
|
|
|
|
|
|
|
|
|
10,625 |
|
Net
Loss for the Quarter Ended December 31,2021 |
|
|
Net
Loss for the Quarter Ended December 31,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
2,644,980 |
|
|
|
— |
|
|
2,644,980 |
|
Balance
December 31,2021 |
|
|
Balance
December 31,2021 |
|
|
439,293,406 |
|
|
$ |
43,929 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
10,000 |
|
|
$ |
1 |
|
|
|
4,564,002,832 |
|
|
$ |
456,399 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
9,706,891 |
|
|
$ |
(20,703,920 |
) |
|
|
— |
|
|
$(9,755,969) |
|
Balance
September 30,2022 |
|
|
Balance
September 30,2022 |
|
|
439,293,406 |
|
|
$ |
43,929 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
10,000 |
|
|
$ |
1 |
|
|
|
5,031,517,324 |
|
|
$ |
503,150 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
11,581,498 |
|
|
$ |
(20,905,369 |
) |
|
|
— |
|
|
$(8,036,059) |
|
Preferred
Shares Issued for Nonemployee Services |
10/25/2022 |
|
Preferred
Shares Issued for Nonemployee Services |
|
|
10,000,000 |
|
|
$ |
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299,000 |
|
|
|
|
|
|
|
|
|
|
300,000 |
|
Preferred
Shares Issued for Debt |
11/11/2022 |
|
Preferred
Shares Issued for Debt |
|
|
105,171,004 |
|
|
$ |
10,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
750,983 |
|
|
|
|
|
|
|
|
|
|
761,500 |
|
Preferred
Shares Issued for Interest |
11/11/2022 |
|
Preferred
Shares Issued for Interest |
|
|
52,518,104 |
|
|
$ |
5,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375,010 |
|
|
|
|
|
|
|
|
|
|
380,262 |
|
Common
Shares Issued For Interest |
11/11/2022 |
|
Common
Shares Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,912,946 |
|
|
|
1,691,295 |
|
|
|
|
|
|
|
|
|
|
|
23,678 |
|
|
|
|
|
|
|
|
|
|
25,369 |
|
Preferred
Shares Issued for Nonemployee Services |
12/5/2022 |
|
Preferred
Shares Issued for Nonemployee Services |
|
|
1,668,000 |
|
|
$ |
167 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,205 |
|
|
|
|
|
|
|
|
|
|
48,372 |
|
Net
Income for the Quarter ended December 31, 2022 |
|
|
Net
Income for the Quarter ended December 31, 2022 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
1,635,730 |
|
|
|
— |
|
|
1,635,730 |
|
Balance
December 31, 2022 |
|
|
Balance
December 31, 2022 |
|
|
608,650,514 |
|
|
$ |
60,864 |
|
|
|
50,000 |
|
|
$ |
5 |
|
|
|
10,000 |
|
|
|
|
|
|
|
5,048,430,270 |
|
|
$ |
504,842 |
|
|
|
44,000,000 |
|
|
$ |
4,400 |
|
|
$ |
13,078,374 |
|
|
$ |
(19,269,640 |
) |
|
|
— |
|
|
$(4,884,826 |
) |
REGEN
BIOPHARMA, INC.
Notes
to Condensed Consolidated Financial Statements
As of
December 31, 2022
NOTE 1. ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was organized April 24, 2012 under the laws of the
State of Nevada
The Company intends to engage primarily in the development of
regenerative medical applications which we intend to license from
other entities up to the point of successful completion of Phase I
and or Phase II clinical trials after which we would either attempt
to sell or license those developed applications or, alternatively,
advance the application further to Phase III clinical
trials.
The Company is currently engaged in actively identifying small
molecules that inhibit or express NR2F6 leading to immune cell
activation for oncology applications and immune cell suppression
for autoimmune disease.
The Company is in the early stages of development of its proposed
products and therapies. The Company will be required to obtain
approval from the FDA in order to market any of The Company’s
products or therapies. No approval has been granted by the FDA for
the marketing and sale of any of the Company’s products and
therapies and no assurance may be given that any of the Company’s
products or therapies will be granted such approval. The Company’s
current plans include the development of regenerative medical
applications up to the point of successful completion of Phase I
and/ or Phase II clinical trials after which the Company would
either attempt to sell or license those developed applications or,
alternatively, advance the application further to Phase III
clinical trials. The Company can provide no assurance that the
Company will be able to sell or license any product or that, if
such product is sold or licensed, such sale or license will be on
terms favorable to the Company.
A. BASIS
OF ACCOUNTING
The financial statements have been prepared using the basis of
accounting generally accepted in the United States of America.
Under this basis of accounting, revenues are recorded as earned and
expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B. PRINCIPLES OF
CONSOLIDATION
The consolidated financial statements include the accounts of KCL
Therapeutics, Inc., a Nevada corporation and wholly owned
subsidiary of Regen. Significant inter-company transactions have
been eliminated.
The Company analyzes the conversion feature of Convertible Notes
for derivative accounting consideration under ASC 815-15
“Derivatives and Hedging. ASC 815-15 requires that the conversion
features are bifurcated and separately accounted for as an embedded
derivative contained in the Company’s convertible debt. The
embedded derivative is carried on the balance sheet at fair value.
Any unrealized change in fair value, as determined at each
measurement period, is recorded as a component of the income
statement and the associated carrying amount on the balance sheet
is adjusted by the change. The Company values the embedded
derivative using the Black-Scholes pricing model.
The Black Scholes pricing model used to determine the Derivative
Liability on convertible notes issued by the Company in which an
embedded derivative is recognized as of December 31, 2022 utilized
the following inputs:
Schedule
of Derivative liability |
|
|
Risk
Free Interest Rate |
|
|
3.89 |
% |
Expected
Term |
|
|
(2.03)
– (2.66)
Yrs |
|
Expected
Volatility |
|
|
882.14 |
% |
Expected
Dividends |
|
|
|
|
H. INCOME
TAXES
The
Company accounts for income taxes using the liability method
prescribed by ASC 740, “Income Taxes.” Under this method, deferred
tax assets and liabilities are determined based on the difference
between the financial reporting and tax bases of assets and
liabilities using enacted tax rates that will be in effect in the
year in which the differences are expected to reverse. The Company
records a valuation allowance to offset deferred tax assets if
based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax
assets will not be realized. The effect on deferred taxes of a
change in tax rates is recognized as income or loss in the period
that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For
Uncertainty In Income Taxes”, which provides clarification related
to the process associated with accounting for uncertain tax
positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed.
The completion of review or the expiration of the statute of
limitations for a given audit period could result in an adjustment
to the Company’s liability for income taxes. Any such adjustment
could be material to the Company’s results of operations for any
given quarterly or annual period based, in part, upon the results
of operations for the given period. As of December 31, 2021 the
Company had no uncertain tax positions, and will continue to
evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss
carry forward. However, a valuation allowance
of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS
accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
I.
BASIC
EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting
Standards Codification (ASC) 260, “Earnings Per Share”, which
specifies the computation, presentation and disclosure requirements
for earnings (loss) per share for entities with publicly held
common stock. ASC 260 requires the presentation of basic earnings
(loss) per share and diluted earnings (loss) per share. The Company
has adopted the provisions of ASC 260 effective from
inception.
Basic
net loss per share amounts is computed by dividing the net income
by the weighted average number of common shares
outstanding.
J. ADVERTISING
Costs associated with advertising are charged to expense as
incurred. Advertising expenses were $0 for
the years ended December 31,2021 and December 31, 2022.
K. NOTES
RECEIVABLE
Notes receivable are stated at cost, less impairment, if
any.
L. REVENUE
RECOGNITION
Sales of products and related costs of products sold are recognized
when: (i) persuasive evidence of an arrangement exists; (ii)
delivery has occurred; (iii) the price is fixed or determinable;
and (iv) collectability is reasonably assured. These terms are
typically met upon the prepayment or invoicing and shipment of
products.
The Company determines the amount and timing of royalty revenue
based on its contractual agreements with intellectual property
licensees. The Company recognizes royalty revenue when earned under
the terms of the agreements and when the Company considers
realization of payment to be probable. Where royalties are based on
a percentage of licensee sales of royalty-bearing products, the
Company recognizes royalty revenue by applying this percentage to
the Company’s estimate of applicable licensee sales. The Company
bases this estimate on an analysis of each licensee’s sales
results. Where warranted, revenue from licensees for contractual
obligations such as License Initiation Fees are recognized upon
satisfaction of all conditions required to be satisfied in order
for that revenue to have been earned by the Company.
M. INTEREST
RECEIVABLE
Interest receivable is stated at cost, less impairment, if
any.
NOTE
2. RECENT ACCOUNTING
PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued
Accounting Standards Update No. 2014-10, which eliminated certain
financial reporting requirements of companies previously identified
as “Development Stage Entities” (Topic 915). The amendments in this
ASU simplify accounting guidance by removing all incremental
financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities
subject to audit, audit costs by eliminating the requirement for
development stage entities to present inception-to-date information
in the statements of income, cash flows, and shareholder equity.
Early application of each of the amendments is permitted for any
annual reporting period or interim period for which the entity’s
financial statements have not yet been issued (public business
entities) or made available for issuance (other entities). Upon
adoption, entities will no longer present or disclose any
information required by Topic 915. The Company has adopted this
standard.
As of
the fiscal year ending September 30, 2019 the Company has adopted
Accounting Standards Update 2014-09, Revenue from Contracts with
Customers (Topic 606). The guidance in this Update supersedes the
revenue recognition requirements in Topic 605, Revenue Recognition,
and most industry-specific guidance throughout the Industry Topics
of the Codification.
The
core principle of the guidance is that an entity should recognize
revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or
services. To achieve that core principle, an entity should apply
the following steps: Step 1: Identify the contract(s) with a
customer. Step 2: Identify the performance obligations in the
contract. Step 3: Determine the transaction price. Step 4: Allocate
the transaction price to the performance obligations in the
contract. Step 5: Recognize revenue when (or as) the entity
satisfies a performance obligation.
In
June 2014, FASB issued Accounting Standards Update (ASU) No.
2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a
Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects
vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under
Accounting Standards Codification (ASC) 718, Compensation — Stock
Compensation. As a result, the target is not reflected in the
estimation of the award’s grant date fair value. Compensation cost
would be recognized over the required service period, if it is
probable that the performance condition will be achieved. The
guidance is effective for annual periods beginning after 15
December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the
applicable ASU and has not, at the current time, quantified the
effects of this pronouncement, however it believes that there will
be no material effect on the consolidated financial
statements.
In
August 2014, FASB issued Accounting Standards Update (ASU) No.
2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as
a going concern is presumed as the basis for preparing financial
statements unless and until the entity’s liquidation becomes
imminent. Preparation of financial statements under this
presumption is commonly referred to as the going concern basis of
accounting. If and when an entity’s liquidation becomes imminent,
financial statements should be prepared under the liquidation basis
of accounting in accordance with Subtopic 205-30, Presentation of
Financial Statements—Liquidation Basis of Accounting. Even when an
entity’s liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity’s ability to
continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern
basis of accounting, but the amendments in this Update should be
followed to determine whether to disclose information about the
relevant conditions and events. The amendments in this Update are
effective for the annual period ending after December 15, 2016, and
for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going
concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which
would subject these financial statements for additional
disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU]
2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01
amends the requirements in the FASB Accounting Standards
Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU
2013-01 amendments to FASB ASC 210 clarify that ordinary trade
receivables and receivables in general are not within the scope of
ASU 2011-11, entitled Disclosure about Offsetting Assets and
Liabilities, where that ASU amended the guidance in FASB ASC 210.
As those disclosures now are modified with the ASU 2013-01
amendments, the FASB ASC 210 balance sheet offsetting disclosures
now clearly are applicable only where reporting entities are
involved with bifurcated embedded derivatives, repurchase
agreements, reverse repurchase agreements, and securities borrowing
and lending transactions that either are offset using the FASB ASC
210 or 815 requirements, or that are subject to enforceable master
netting arrangements or similar agreements. ASU 2013-01 is
effective for annual reporting periods beginning on or after
January 1, 2013, and interim periods within those annual periods.
The adoption of this ASU is not expected to have a material impact
on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update
[ASU] 2013-04, entitled Obligations Resulting from Joint and
Several Liability Arrangements for Which the Total Amount of the
Obligation Is Fixed at the Reporting Date. The ASU 2013-04
amendments add to the guidance in FASB Accounting Standards
Codification [FASB ASC] Topic 405, entitled Liabilities and require
reporting entities to measure obligations resulting from certain
joint and several liability arrangements where the total amount of
the obligation is fixed as of the reporting date, as the sum of the
following:
The
amount the reporting entity agreed to pay on the basis of its
arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of
its co-obligors.
While
early adoption of the amended guidance is permitted, for public
companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after
December 15, 2013. The amendments need to be implemented
retrospectively to all prior periods presented for obligations
resulting from joint and several liability arrangements that exist
at the beginning of the year of adoption. The adoption of ASU
2013-04 is not expected to have a material effect on the Company’s
operating results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU]
2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting
Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and
how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities,
whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition
of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in
ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those
annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that
liquidation becomes imminent. Early adoption is permitted. The
adoption of ASU 2013-07 is not expected to have a material effect
on the Company’s operating results or financial
position.
In
January 2016, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (ASU) 2016-01, which amends the
guidance in U.S. GAAP on the classification and measurement of
financial instruments. Changes to the current guidance primarily
affect the accounting for equity investments, financial liabilities
under the fair value option, and the presentation and disclosure
requirements for financial instruments. In addition, the ASU
clarifies guidance related to the valuation allowance assessment
when recognizing deferred tax assets resulting from unrealized
losses on available-for-sale debt securities. The new standard is
effective for fiscal years and interim periods beginning after
December 15, 2017, and upon adoption, an entity should apply the
amendments by means of a cumulative-effect adjustment to the
balance sheet at the beginning of the first reporting period in
which the guidance is effective. Early adoption is not permitted
except for the provision to record fair value changes for financial
liabilities under the fair value option resulting from
instrument-specific credit risk in other comprehensive income. The
Company adopted ASU 2016-01 as of the fiscal year ending September
30, 2019.
In
August 2020, FASB issued ASU 2020-06, Accounting for Convertible
Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”),
as part of its overall simplification initiative to reduce costs
and complexity of applying accounting standards while maintaining
or improving the usefulness of the information provided to users of
financial statements. Among other changes, the new guidance removes
from GAAP separation models for convertible debt that require the
convertible debt to be separated into a debt and equity component,
unless the conversion feature is required to be bifurcated and
accounted for as a derivative or the debt is issued at a
substantial premium. As a result, after adopting the guidance,
entities will no longer separately present such embedded conversion
features in equity, and will instead account for the convertible
debt wholly as debt. The new guidance also requires use of the
“if-converted” method when calculating the dilutive impact of
convertible debt on earnings per share, which is consistent with
the Company’s current accounting treatment under the current
guidance. The guidance is effective for financial statements issued
for fiscal years beginning after December 15, 2021, and interim
periods within those fiscal years, with early adoption permitted,
but only at the beginning of the fiscal year. The Company has
adopted ASU 2020-06 as of the Fiscal Year ending September 30,
2022.
A variety of proposed or otherwise potential accounting standards
are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and
preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such
standards would be material to its financial statements.
NOTE 3. GOING
CONCERN
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company
generated net losses of $19,269,840
during the period from April 24, 2012 (inception) through
December 31, 2022. This condition raises substantial doubt about
the Company’s ability to continue as a going concern. The Company’s
continuation as a going concern is dependent on its ability to meet
its obligations, to obtain additional financing as may be required
and ultimately to attain profitability. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
Management plans to raise additional funds by offering securities
for cash. Management has yet to decide what type of offering the
Company will use or how much capital the Company will
raise.
NOTE
4. NOTES
PAYABLE
(a)
RELATED PARTY
Notes
payable related party |
|
|
|
|
|
|
As of
December 31, 2022 |
David
Koos |
|
$ |
710 |
|
Total: |
|
$ |
710 |
|
$710 lent
to the Company by David Koos is due and payable at the demand of
the holder and bears simple interest at a rate of 15%
per annum.
NOTE
5. CONVERTIBLE NOTES
PAYABLE
On
March 8, 2016 (“Issue date”) the Company issued a Convertible Note
(“Note”) in the face amount of $100,000
for
consideration consisting of $100,000
cash.
The Note pays simple interest in the amount of
8% per
annum . The maturity of the Note is three years from the issue
date.
The
Lender shall have the right from time to time to convert all or a
part of the outstanding and unpaid principal amount of this Note
into fully paid and non- assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of capital
stock or other securities of the Company into which such Common
Stock shall hereafter be changed or reclassified pursuant to the
following terms and conditions:
(a)
For the period beginning on the Issue Date and ending 365 days
subsequent to the Issue Date (“Year 1”) a 50% discount to the
lowest Trading Price (as defined below) for the Common Stock during
the ten (10) Trading Day (as defined below) period ending on the
latest complete Trading Day prior to the Conversion Date or ten
cents per share (whichever is greater).
(b)
For the period beginning one day subsequent to the final day of
Year One and ending 365 days subsequent to Year One (“Year 2”) a
35% discount to the lowest Trading Price (as defined below) for the
Common Stock during the ten (10) Trading Day (as defined below)
period ending on the latest complete Trading Day prior to the
Conversion Date or ten cents per share (whichever is
greater).
(c)
For the period beginning one day subsequent to the final day of
Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25%
discount to the lowest Trading Price (as defined below) for the
Common Stock during the ten (10) Trading Day (as defined below)
period ending on the latest complete Trading Day prior to the
Conversion Date or ten cents per share (whichever is
greater).
(d)
“Trading Price” means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the “OTCQB”) as
reported by a reliable reporting service (“Reporting Service”)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not
the principal trading market for such security, the closing bid
price of such security on the principal securities exchange or
trading market where such security is listed or traded or, if no
closing bid price of such security is available in any of the
foregoing manners, the average of the closing bid prices of any
market makers for such security that are listed in the “pink
sheets” by the National Quotation Bureau, Inc. If the Trading Price
cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as
mutually determined by the Company and the Lender. “Trading Day”
shall mean any day on which the Common Stock is tradable for any
period on the OTCQB, or on the principal securities exchange or
other securities market on which the Common Stock is then being
traded. “Trading Volume” shall mean the number of shares traded on
such Trading Day as reported by such Reporting Service. The
Conversion Price shall be equitably adjusted for stock splits,
stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events
by the Company relating to the Lender’s securities.
The
Company shall have the right, exercisable on not less than five (5)
Trading Days prior written notice to the Lender, to prepay the
outstanding Note in part or in full, including outstanding
principal and accrued interest.
Upon
closing of a Transaction Event the Lender shall receive 0 .10% (
one tenth of one percent)of the consideration actually received by
the Company from an unaffiliated third party as a result of the
closing of a Transaction Event.
“Transaction
Event” shall mean either of:
(a)
The sale by the Company of the Company’s proprietary NR2F6
intellectual property to an unaffiliated third party
(b)
The granting of a license by the Company to an unaffiliated third
party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s proprietary NR2F6 intellectual
property
As of
December 31, 2022 $100,000
of
the principal amount of the Note remains outstanding.
. On
April 6, 2016 (“Issue date”) the Company issued a Convertible Note
(“Note”) in the face amount of $50,000
for
consideration consisting of $50,000
cash.
The Note pays simple interest in the amount of
8% per
annum . The maturity of the Note is three years from the issue
date.
The
Lender shall have the right from time to time to convert all or a
part of the outstanding and unpaid principal amount of this Note
into fully paid and non- assessable shares of Common Stock, as such
Common Stock exists on the Issue Date, or any shares of capital
stock or other securities of the Company into which such Common
Stock shall hereafter be changed or reclassified pursuant to the
following terms and conditions:
(a)
For the period beginning on the Issue Date and ending 365 days
subsequent to the Issue Date (“Year 1”) a 50% discount to the
lowest Trading Price (as defined below) for the Common Stock during
the ten (10) Trading Day (as defined below) period ending on the
latest complete Trading Day prior to the Conversion Date or ten
cents per share (whichever is greater).
(b)
For the period beginning one day subsequent to the final day of
Year One and ending 365 days subsequent to Year One (“Year 2”) a
35% discount to the lowest Trading Price (as defined below) for the
Common Stock during the ten (10) Trading Day (as defined below)
period ending on the latest complete Trading Day prior to the
Conversion Date or ten cents per share (whichever is
greater).
(c)
For the period beginning one day subsequent to the final day of
Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25%
discount to the lowest Trading Price (as defined below) for the
Common Stock during the ten (10) Trading Day (as defined below)
period ending on the latest complete Trading Day prior to the
Conversion Date or ten cents per share (whichever is
greater).
(d)
“Trading Price” means the closing bid price on the Over-the-Counter
Bulletin Board, or applicable trading market (the “OTCQB”) as
reported by a reliable reporting service (“Reporting Service”)
designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not
the principal trading market for such security, the closing bid
price of such security on the principal securities exchange or
trading market where such security is listed or traded or, if no
closing bid price of such security is available in any of the
foregoing manners, the average of the closing bid prices of any
market makers for such security that are listed in the “pink
sheets” by the National Quotation Bureau, Inc. If the Trading Price
cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as
mutually determined by the Company and the Lender. “Trading Day”
shall mean any day on which the Common Stock is tradable for any
period on the OTCQB, or on the principal securities exchange or
other securities market on which the Common Stock is then being
traded. “Trading Volume” shall mean the number of shares traded on
such Trading Day as reported by such Reporting Service. The
Conversion Price shall be equitably adjusted for stock splits,
stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events
by the Company relating to the Lender’s
securities.
The Company shall have the right, exercisable on not less than five
(5) Trading Days prior written notice to the Lender, to prepay the
outstanding Note in part or in full, including outstanding
principal and accrued interest.
Upon
closing of a Transaction Event the Lender shall receive 0 .10% (
one tenth of one percent) of the consideration actually received by
the Company from an unaffiliated third party as a result of the
closing of a Transaction Event.
“Transaction
Event” shall mean either of:
(a)
The sale by the Company of the Company’s proprietary NR2F6
intellectual property to an unaffiliated third party
(b)
The granting of a license by the Company to an unaffiliated third
party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s proprietary NR2F6 intellectual
property
As of
December 31 , 2022 $50,000
of
the principal amount of the Note remains outstanding.
On
October 31, 2016 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $50,000
for
consideration consisting of $50,000
cash.
The Note pays simple interest in the amount of
10% per
annum . The maturity of the Note is two years from the issue
date.
The
Lender shall have the right from time to time to convert all or a
part of the outstanding and unpaid principal amount of this Note
into fully paid and non- assessable shares of Common Stock and/or
Series A Preferred Stock, as such Stock exists on the Issue Date,
or any shares of capital stock or other securities of the Company
into which such Stock shall hereafter be changed or reclassified at
a conversion price of $0.0125
per
share.
The
Company shall have the right, exercisable on not less than ten (10)
Trading Days prior written notice to the Lender, to prepay the
outstanding Note in part or in full, including outstanding
principal and accrued interest.
As of
December 31, 2022 $50,000
of
the principal amount of the Note remains outstanding
On May 5, 2017 (“Issue date”) the Company issued a Convertible Note
(“Note”) in the face amount of $200,000
for
consideration consisting of $200,000
cash.
The Note pays simple interest in the amount of
10% per
annum . The maturity of the Note is May 5, 2020. The Note is
convertible into the Common Shares of Regen at a price per share (
“Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the
trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of
the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction
whose completion would result in a “Change of Control” of the
Company. For purposes of this Note, a Change of Control shall be
defined as any transaction or series of transactions, whether by
merger, sale of substantially all of the assets, or sale or
transfer of more than fifty percent (50%) of the outstanding stock
of the relevant entity in which the members of the Board of
Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of
Directors of the surviving entity following the closing of such
transaction.
ii) One
day subsequent to the commencement, in compliance with applicable
law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities
for a limited period of time contingent on shareholders of the
Company tendering a fixed number of their equity securities
(“Tender Offer”).
(iii) That
date which is twenty four (24) months subsequent to the date of
execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10)
Trading Days prior written notice to the Lender, to prepay the
outstanding Note in part or in full, including outstanding
principal and accrued interest.
In
the event that that the Company exercises its right to prepay the
note, or if the Lender chooses not to convert the remaining amount
of the note into Common Shares of the company, the Lender shall
receive warrants equal to 10% of the Common shares it would have
received had the Lender converted the remaining amount of the Note
into Common shares of the Company. The warrants shall have a strike
price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note
on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by
the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of
this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the
three (3) month anniversary of the Maturity Date of the
Note
As of
December 31, 2022 $200,000
of
the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative
accounting consideration under ASC 815-15 “Derivatives and Hedging”
and determined that the embedded conversion feature should be
classified as a liability due to their being no explicit limit to
the number of shares to be delivered upon settlement of the above
conversion features. ASC 815-15 requires that the conversion
features are bifurcated and separately accounted for as an embedded
derivative contained in the Company’s convertible debt. The
embedded derivative is carried on the balance sheet at fair value.
Any unrealized change in fair value, as determined at each
measurement period, is recorded as a component of the income
statement and the associated carrying amount on the balance sheet
is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes
pricing model and a derivative liability of $820,513
was
recognized by the Company as of December 31, 2022.
On
December 20, 2017 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $100,000
for
consideration consisting of $100,000
cash.
The Note pays simple interest in the amount of
10% per
annum. The maturity of the Note is December 20, 2020. The Note may
be converted into the Common Shares of Regen at a price per share (
“Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the
trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of
the date which is the earlier of:
(i)
One day subsequent to the execution of an agreement to a
transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a
Change of Control shall be defined as any transaction or series of
transactions, whether by merger, sale of substantially all of the
assets, or sale or transfer of more than fifty percent (50%) of the
outstanding stock of the relevant entity in which the members of
the Board of Directors immediately preceding the closing of the
Change of Control transaction no longer constitute a majority of
the Board of Directors of the surviving entity following the
closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable
law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities
for a limited period of time contingent on shareholders of the
Company tendering a fixed number of their equity securities
(“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the
Company’s proprietary NR2F6 intellectual property to an
unaffiliated third party
(b)
The granting of a license by the Company or by KCL Therapeutics ,
Inc to an unaffiliated third party granting that unaffiliated third
party the right to develop and/or commercialize the Company’s
proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date
of execution of this Note.
The Company shall have the right, exercisable on not less than ten
(10) Trading Days prior written notice to the Lender, to prepay the
outstanding Note in part or in full, including outstanding
principal and accrued interest.
In
the event that that the Company exercises its right to prepay the
note, or if the Lender chooses not to convert the remaining amount
of the note into Common Shares of the company, the Lender shall
receive warrants equal to 10% of the Common shares it would have
received had the Lender converted the remaining amount of the Note
into Common shares of the Company. The warrants shall have a strike
price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note
on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by
the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of
this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the
three (3) month anniversary of the Maturity Date of the
Note
As of
December 31, 2022 $100,000
of
the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative
accounting consideration under ASC 815-15 “Derivatives and Hedging”
and determined that the embedded conversion feature should be
classified as a liability due to their being no explicit limit to
the number of shares to be delivered upon settlement of the above
conversion features. ASC 815-15 requires that the conversion
features are bifurcated and separately accounted for as an embedded
derivative contained in the Company’s convertible debt. The
embedded derivative is carried on the balance sheet at fair value.
Any unrealized change in fair value, as determined at each
measurement period, is recorded as a component of the income
statement and the associated carrying amount on the balance sheet
is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes
pricing model and a derivative liability of $410,256
was
recognized by the Company as of December 31, 2022.
On
October 3, 2017 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $50,000
for
consideration consisting of $50,000
cash.
The Note pays simple interest in the amount of
10% per
annum. The maturity of the Note is October 3, 2020. The Note may be
converted into the Common Shares of Regen at a price per share (
“Conversion Price”) equivalent to the lower of (a) a 75% discount
to the closing price of the common stock of the Company on the
trading day immediately prior to the date a conversion notice is
given by the Lender to Regen or (b) $0.025 per common share as of
the date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction
whose completion would result in a “Change of Control” of the
Company or KCL Therapeutics. For purposes of this Note, a Change of
Control shall be defined as any transaction or series of
transactions, whether by merger, sale of substantially all of the
assets, or sale or transfer of more than fifty percent (50%) of the
outstanding stock of the relevant entity in which the members of
the Board of Directors immediately preceding the closing of the
Change of Control transaction no longer constitute a majority of
the Board of Directors of the surviving entity following the
closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with
applicable law, of a broad solicitation by a third party to
purchase a majority percentage of the Company’s outstanding equity
securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities
(“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the
Company’s proprietary NR2F6 intellectual property to an
unaffiliated third party
(b)
The granting of a license by the Company or by KCL Therapeutics ,
Inc to an unaffiliated third party granting that unaffiliated third
party the right to develop and/or commercialize the Company’s
proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date
of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10)
Trading Days prior written notice to the Lender, to prepay the
outstanding Note in part or in full, including outstanding
principal and accrued interest.
In
the event that that the Company exercises its right to prepay the
note, or if the Lender chooses not to convert the remaining amount
of the note into Common Shares of the company, the Lender shall
receive warrants equal to 10% of the Common shares it would have
received had the Lender converted the remaining amount of the Note
into Common shares of the Company. The warrants shall have a strike
price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note
on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by
the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of
this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the
three (3) month anniversary of the Maturity Date of the
Note
As of
December 31, 2022, $50,000
of
the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative
accounting consideration under ASC 815-15 “Derivatives and Hedging”
and determined that the embedded conversion feature should be
classified as a liability due to their being no explicit limit to
the number of shares to be delivered upon settlement of the above
conversion features. ASC 815-15 requires that the conversion
features are bifurcated and separately accounted for as an embedded
derivative contained in the Company’s convertible debt. The
embedded derivative is carried on the balance sheet at fair value.
Any unrealized change in fair value, as determined at each
measurement period, is recorded as a component of the income
statement and the associated carrying amount on the balance sheet
is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes
pricing model and a derivative liability of $184,615
was
recognized by the Company as of December 31, 2022.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a
convertible promissory note in the principal amount of $350,000
(“Note”)
to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note
consisted of $350,000.
A onetime interest charge of
10% of
the principal amount shall be applied to the principal amount of
the Note. The Note is due and payable 24 months from the effective
date.
Zander
has the right, at any time after the September 30, 2018, at its
election, to convert all or part of the outstanding and unpaid
Principal Sum and accrued interest (and any other fees) into shares
of fully paid and non-assessable shares of Series A Preferred stock
of Regen as per this conversion formula: Number of shares
receivable upon conversion equals the dollar conversion amount
divided by the Conversion Price. The Conversion Price is the
greater of $0.0001 or 60% of the lowest trade price in the 25
trading days previous to the conversion. Zander, at any time prior
to selling all of the shares from a conversion, may, for any
reason, rescind any portion, in whole or in part, of that
particular conversion attributable to the unsold shares and have
the rescinded conversion amount returned to the Principal Sum with
the rescinded conversion shares returned to Regen.
As of
December 31, 2022,
10,000 of
the principal amount of the Note remains outstanding.
Zander
and Regen are under common control. Zander Therapeutics, Inc. is
the sole licensee of Regen’s NR2F6 intellectual property for
veterinary applications.
NOTE
6. RELATED
PARTY TRANSACTIONS
On
June 23, 2015 the Company entered into an agreement (“Agreement”)
with Zander Therapeutics, Inc. ( “Zander”) whereby The Company
granted to Zander an exclusive worldwide right and license for the
development and commercialization of certain intellectual property
controlled by The Company (” 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 The Company 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.
Pursuant
to the Agreement, Zander shall pay to The Company 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 The Company 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 The Company receives
payment pursuant to the terms and conditions of the
Agreement).
Zander
is obligated pay to The Company 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 The Company:
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 The Company 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 The Company 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
December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL
Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”)
entered into an agreement (“Agreement”) whereby:
1)
Zander shall return for cancellation 194,285,714 shares of the
Series A Preferred stock of Regen (“Conversion Shares”) acquired by
Zander through conversion of $340,000 of principal indebtedness of
a $350,000 convertible note payable issued by Regen to Zander.
Subsequent to this event the principal amount due to Zander by
Regen pursuant to the Convertible Note shall be $350,000 which
shall be applied pursuant to the Agreement.
2) A
$35,000 one time charge due to Zander by Regen (“One Time Charge”)
shall be applied pursuant to the Agreement.
3)
$75,900 of principal indebtedness due to Regen by Zander and $4,328
of accrued but unpaid interest due by Regen to Zander shall be
applied pursuant to the Agreement.
No
actions were taken by any of the parties to enforce the terms of
the Agreement.
On
April 15, 2021 the Agreement was amended as follows so that the
material terms and conditions shall be:
a) Zander
shall not return the Conversion shares for cancellation and the
principal indebtedness of the aforementioned convertible note shall
not reflect such return
b) As
of December 16, 2019 all principal and accrued interest payable by
Regen to Zander on that date resulting from Promissory Notes issued
by Regen to Zander shall be credited towards amounts due by Zander
pursuant to that agreement, as amended, entered into by and between
Zander and Regen on June 23, 2015 (“License Agreement”) whereby
Regen granted to Zander an exclusive worldwide right and license
for the development and commercialization of certain intellectual
property controlled by Regen for non-human veterinary therapeutic
use for a term of fifteen years and that License Assignment And
Consent agreement entered into by and between Regen, KCL and Zander
on December 17, 2018 whereby Regen transferred and assigned to KCL
all rights, duties, and obligations of Regen under the License
Agreement and KCL agreed to assume such duties and obligations
thereunder and be bound to the terms of the License Agreement with
respect thereto.
Zander
and Regen are under common control.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a
convertible promissory note in the principal amount of $350,000
(“Note”)
to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note
consisted of $350,000. A onetime interest charge of 10% of the
principal amount shall be applied to the principal amount of the
Note. The Note is due and payable 24 months from the effective
date.
Zander
has the right, at any time after the September 30, 2018, at its
election, to convert all or part of the outstanding and unpaid
Principal Sum and accrued interest (and any other fees) into shares
of fully paid and non-assessable shares of Series A Preferred stock
of Regen as per this conversion formula: Number of shares
receivable upon conversion equals the dollar conversion amount
divided by the Conversion Price. The Conversion Price is the
greater of $0.0001 or 60% of the lowest trade price in the 25
trading days previous to the conversion. Zander, at any time prior
to selling all of the shares from a conversion, may, for any
reason, rescind any portion, in whole or in part, of that
particular conversion attributable to the unsold shares and have
the rescinded conversion amount returned to the Principal Sum with
the rescinded conversion shares returned to Regen.
As of
December 31, 2022, $10,000
of
the principal amount of the Note remains outstanding.
On
October 8,2021 the Company entered into an agreement with Dr. Brian
Koos, MD PhD whereby Dr. Brian Koos would provide services to the
Company consisting of :
a) Reviewing
existing publications on research being conducted on Checkpoint
NR2F6.
b) Identifying
the most promising applications for the Company’s
technology
c) Drafting
a “white paper” on results for 1(b)
d) Making
introductions to known experts in appropriate fields identified in
1(b).
Dr.
Brian Koos is to be paid compensated $117,000 as total
consideration for performing the abovementioned tasks. During the
quarter ended December 31, 2021 Dr. Brian Koos was paid the amount
of $80,275 and during the quarter ended March 31, 2022 Dr. Brian
Koos was paid $36,975. Dr. Brian Koos is the brother of David Koos
the Chairman and Chief Executive Officer of the Company.
As of
December 31, 2022 the Company is indebted to David R. Koos the
Company’s sole officer and director in the amount of $710.
$710
lent
to the Company by Koos is due and payable at the demand of the
holder and bear simple interest at a rate of 15% per
annum.
During
the quarter ended December 31, 2021 the Company paid $5,000 of
rental expenses to the landlord of BST Partners as consideration to
BST Partners for use of office space. BST Partners is controlled by
David R. Koos the Chairman and Chief Executive Officer of the
Company.
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease
agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc.
would sublet 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.
NOTE
7. ACCOUNTS
RECEIVABLE, RELATED PARTY
Accounts
Receivable due from Related Party as of December 31, 2022 consists
solely of amounts earned by the Company not yet paid resulting from
the Company’s license agreement with KCL Therapeutics (See
Note 6)
NOTE
8. STOCKHOLDERS’
EQUITY
The
stockholders’ equity section of the Company contains the following
classes of capital stock as of December 31, 2022:
Common
stock, $ 0.0001
par
value;
5,800,000,000 shares
authorized:
5,048,230,170 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 December 31, 2022,
739,000,000 is
designated Series A Preferred Stock of which
608,650,514 shares
are outstanding as of December 31, 2022,
60,000,000 is
designated Series M Preferred Stock of which
44,000,000 shares
are outstanding as of December 31, 2022, and
20,000 is
designated Series NC stock of which
10,000 shares
are outstanding as of December 31, 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.
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 739,000,000
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.
NOTE
9. INVESTMENT
SECURITIES, RELATED PARY
On
June 11, 2018 Regen Biopharma, Inc. was paid a property dividend
consisting of
470,588 of
the common shares of Zander Therapeutics, Inc.
On
November 29, 2018 the Company accepted
725,000 shares
of the Series M Preferred stock of Zander Therapeutics, Inc. in
satisfaction of prepaid rent and accrued interest owed to the
Company collectively amounting to $13,124.
On
December 31,2022 the Company revalued
470,588 of
the common shares of Zander Therapeutics, Inc. and
725,000 shares
of the Series M Preferred stock of Zander Therapeutics, Inc. based
on the following inputs:
Dividend
income |
|
|
|
|
Fair
Value of Intellectual Property |
|
$ |
1,500 |
|
Prepaid
Expenses |
|
|
65,661 |
|
Due
from Employee |
|
|
1,071 |
|
Note
Receivable |
|
|
64,400 |
|
Accrued
Interest Receivable |
|
|
23,989 |
|
Investment
Securities |
|
|
8,423,366 |
|
Convertible
Note Receivable |
|
|
10,000 |
|
Accounts
Payable |
|
|
1,269,041 |
|
Notes
Payable |
|
|
400,000 |
|
Accrued
Expenses Related Parties |
|
|
162,011 |
|
Notes
Payable Related Party |
|
|
5396 |
|
Accrued
Expenses |
|
|
203,037 |
|
Enterprise
Value |
|
|
10,563,930 |
|
Less:
Total Debt |
|
|
(2,038,343 |
) |
Portion
of Enterprise Value Attributable to Shareholders |
|
|
8,525,587 |
|
Fair
Value Per Share |
|
$ |
0.186168 |
|
The
abovementioned constitute the Company’s sole related party
investment securities as of December 31 , 2022.
As
of December 31, 2022:
Comprehensive
income |
|
|
|
|
|
|
470,588
Common Shares of Zander Therapeutics, Inc. |
|
|
|
|
|
|
|
|
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized
Gains
|
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended
December 31,2022 |
|
$ |
5,741 |
|
|
$ |
87,608 |
|
|
$ |
81,867 |
|
|
$ |
0 |
|
725,000
Series M Preferred of Zander Therapeutics, Inc. |
|
|
|
|
|
|
|
|
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized Gain |
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended
December 31 , 2022 |
|
$ |
13,124 |
|
|
$ |
134971 |
|
|
$ |
121847 |
|
|
$ |
01 |
|
NOTE
10. STOCK
TRANSACTIONS
On
October 25, 2022 the Company issued 10,000,000 Series
A preferred shares as consideration for nonemployee
services
On
November 11, 2022 the Company issued
157,689,108 Series
A preferred shares in satisfaction of $761,500
of
convertible indebtedness and $380,262
of
accrued interest on convertible indebtedness.
On
November 11, 2022 the Company issued
16,912,946 common
shares in satisfaction of $25,639
of
accrued interest on convertible indebtedness.
On
December 5, 2022 the Company issued 1,668,000
Series
A preferred shares as consideration for nonemployee
services.
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
CERTAIN
FORWARD-LOOKING INFORMATION
Information
provided in this Quarterly report on Form 10Q may contain
forward-looking statements within the meaning of Section 21E or
Securities Exchange Act of 1934 that are not historical facts and
information. These statements represent the Company’s expectations
or beliefs, including, but not limited to, statements concerning
future and operating results, statements concerning industry
performance, the Company’s operations, economic performance,
financial conditions, margins and growth in sales of the Company’s
products, capital expenditures, financing needs, as well
assumptions related to the forgoing. For this purpose, any
statements contained in this Quarterly Report that are not
statement of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current
expectations and involve various risks and uncertainties that could
cause actual results and outcomes for future periods to differ
materially from any forward-looking statement or views expressed
herein. The Company’s financial performance and the forward-looking
statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed
by the Company with the Securities and Exchange Commission. All
references to” We”, “Us”, “Company” or the “Company” refer to Regen
BioPharma, Inc.
As of December 31, 2022 we had Cash of $40,741 and as of September
30, 2022 we had cash of $51,204. The decrease in cash of
approximately 20% is primarily attributable to cash expended in the
operation of the Company’s business offset by .receipt by the
Company of $150,000 in accrued license fees ( related party)
due.
As of December 31, 2022 we had Accounts Receivable, Related Party
of $131,698 and as of September 30, 2022 we had Accounts
Receivable, Related Party of $ 295,466. The decrease of
approximately 48% is primarily attributable to receipt by the
Company of $150,000 in accrued license fees ( related party) due
offset by accrual of $27,425 of minimum royalties and anniversary
fees pursuant to a license granted to Zander Therapeutics, Inc. by
Regen Biopharma, Inc. during the quarter ended December 31,
2022.
As of December 31, 2022 we had Prepaid Expenses of $14,089 and as
of September 30, 2022 we had prepaid expenses of $20,945. The
decrease in Prepaid Expenses of approximately 33% is attributable
to the recognition of expenses incurred over the three months ended
December 31, 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 Prepaid Rent of $10,000 and as of
December 31, 2022 we had Prepaid Rent of $0. The decrease in
Prepaid Rent of 50% is 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 of which
$5,000 was expensed during the quarter ended December 31,
2022.
As of September 30, 2022 we had Accounts Payable of $28,799 and as
of December 31, 2022 we had Accounts Payable of $31,039. The
increase in Accounts Payable of approximately 8% is primarily
attributable to expenses of $1,730 of patent related legal expenses
as well as $510 of Transfer Agent fees incurred during the quarter
ended December 31, 2022.
As of September 30, 2022 we had Accrued Interest Payable of
$689,785 and as of December 31, 2022 we had Accrued Interest
Payable of $301,363. The decrease in Accrued Interest Payable of
approximately 56% is attributable to the issuance of equity
securities of the Company during the quarter ended December 31,2022
in satisfaction of $405,631 of interest accrued but unpaid on
Convertible Notes issued by the Company offset by
additional interest
accrued but unpaid during the quarter ended December 31, 2022 on
Notes Payable and Convertible Notes Payable.
As of
September 30, 2022 we had a Derivative Liability of $3,551,793 and
as of December 31, 2022 we had a Derivative Liability of $1,435,
949. The decrease in Derivative Liability of approximately 60% is
attributable to the recognition by the Company of embedded
derivatives on Convertible Notes Payable with an aggregate face
value of $350,000 outstanding as of December 31, 2022.
As of December 31, 2022 we had total Convertible Notes Payable of
$509,880 and as of September 30, 2022 we had total Convertible
Notes Payable of $1,272,340. The decrease in total Convertible
Notes Payable of approximately 60 % is attributable to the
conversion of $761,500 of convertible indebtedness into shares of
the Company’s Series A Preferred Stock as well as the derecognition
of $1,000 of convertible indebtedness.
Revenues from continuing operations were $59,065 for the three
months ended December 31, 2022 and $59,065 for the same period
ended 2021. $27,425 of revenue from related parties recognized
during the three months ended December 31, 2022 and December 31,
2021 consisted of $24,932 related to an anniversary expense
receivable pursuant to a license granted by the Company to Zander
Therapeutics, Inc. and $2,493 of minimum royalties recognized
during the three months ended December 31, 2021 and 2022
respectively pursuant to the same license. $31,640 of revenue
recognized during the three months ended December 31, 2021 were
recognized pursuant to licenses granted to Oncology Pharma,Inc. and
$31,640 of revenue was recognized during the quarter ended December
31, 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 $463,867 during the
three months ended December 31, 2022 whereas the Company recognized
an Operating Loss of $106,422 for the same period ended 2021. The
Company recognized a Net Loss of $2,644,980 for the three months
ended December 31, 2021 whereas the Company recognized a Net Income
of $1,635,730 for the same period ended 2022. The larger
Operating Loss recognized during the three months ended December 31
, 2022 as compared to the same period ended 2021 is primarily
attributable to material increases in Research and Development
expenses and consulting expenses incurred during the period ended
2022 as compared to the same period ended 2021. With regard to Net
Income contributing factors to greater Net Income being recognized
during the three months ended December 31, 2021 as compared to the
same period ended 2021 include:
(1) |
|
greater operating losses incurred during the three months ended
December 31, 2022 |
(2) |
|
Recognition of Derivative Income of $2,964,939 during the quarter
ended December 31, 2021 as opposed to $2,115,806 of Derivative
Income recognized during the quarter ended December 31,
2022 |
(3) |
|
The recognition of a $62,700 gain on derecognition of Accounts
Payable during the quarter ended December 31, 2021 for which
recovery is barred by the statute of limitations imposed under
California Code of Civil Procedure §337. |
As of
December 31, 2022 we had $40,741 in cash on hand and current
liabilities of $5,298,935. 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
December 31, 2022 the Company was not party to any binding
agreements which would commit Regen to any material capital
expenditures.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
As a
smaller reporting company, as defined by Rule 229.10(f) (1) of
Regulation S-K, we are not required to provide the information
required by this Item. We have chosen to disclose, however, that we
have not engaged in any transactions, issued or bought any
financial instruments or entered into any contracts that are
required to be disclosed in response to this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
As of
the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation
of David Koos, who is the Company’s Principal Executive Officer and
Principal Financial Officer of the effectiveness of the design and
operation of the Company’s disclosure controls and procedures. The
Company’s disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company’s
disclosure control objectives. The Company’s Principal Executive
Officer and Principal Financial Officer have concluded that the
Company’s disclosure controls and procedures are, in fact,
effective at this reasonable assurance level as of the period
covered.
Changes
in Internal Controls over Financial Reporting
In
connection with the evaluation of the Company’s internal controls
during the period commencing on October 1, 2022 and ending on
December 31, 2022, David Koos, who serves as the Company’s
Principal Executive Officer , Principal Financial Officer has
determined that there were no changes to the Company’s internal
controls over financial reporting that have been materially
affected, or is reasonably likely to materially effect, the
Company’s internal controls over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
On
October 25, 2022 the Company issued 10,000,000 Series A
preferred shares as consideration for nonemployee
services
On
November 11, 2022 the Company issued 157689108 Series A preferred
shares in satisfaction of $761,500 of convertible indebtedness and
$380,262 of accrued interest on convertible
indebtedness.
On
November 11, 2022 the Company issued 16,912,946 common shares in
satisfaction of $25,639 of accrued interest on convertible
indebtedness.
On
December 5, 2022 the Company issued 1,668,000 Series A
preferred shares as consideration for nonemployee
services.
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.
Item
3. DEFAULTS UPON SENIOR SECURITIES
None.
Item
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
Item
5. OTHER INFORMATION
None.
Item
6. Exhibit Index
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
Regen
Biopharma, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David
R. Koos |
|
Title: |
Chairman,
Chief Executive Officer |
|
Date: |
January
19, 2023 |
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
Regen
Biopharma, Inc. |
|
|
|
|
By: |
/s/
David R. Koos |
|
Name: |
David
R. Koos |
|
Title: |
Acting
Chief Financial Officer, Director |
|
Date: |
January
19, 2023 |
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