Prospectus Supplement
No. 2 to Resale
Prospectus dated October
2, 2023
Registration File No.
333-274675
Filed Pursuant to Rule
424(b)(3)
REGEN BIOPHARMA, INC.
Up to 1,126,954 Shares
of Common Stock
This Prospectus Supplement,
dated January 19, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information contained
in the Company’s (i) prospectus, dated October 2, 2023 ( as amended and supplemented from time to time) (the “Prospectus”)
which forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-274675)
This Prospectus Supplement
should be read in conjunction with the Prospectus, as amended and supplemented, which is to be delivered with this Supplement. This
Supplement is qualified by reference to the Prospectus, except to the extent that the information in this Supplement updates or supersedes
the information contained in the Prospectus, including any supplements and amendments thereto.
This Prospectus Supplement
is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and
amendments thereto.
THIS INVESTMENT INVOLVES
A HIGH DEGREE OF RISK. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THE PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING
ON PAGE 17.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus
Supplement is January 19, 2024.
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, 2023
☐ 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 December 31, 2023 Regen Biopharma, Inc. had 3,750,565 common shares outstanding.
As
of December 31, 2023 Regen Biopharma, Inc. had 409,551 shares of Series A Preferred Stock outstanding.
As
of December 31, 2023 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.
As
of December 31, 2023 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.
As
of December 31, 2023 Regen Biopharma, Inc. had 15,007 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):
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 | |
|
| |
December
31, 2023 | |
September
30, 2023 |
| |
| (unaudited) | | |
| | |
ASSETS | |
| | | |
| | |
CURRENT
ASSETS | |
| | | |
| | |
Cash | |
$ | 124,497 | | |
$ | 121,037 | |
Accounts
Receivable, Related Party | |
| 12,298 | | |
| 0 | |
Note
Receivable, Related Party | |
| | | |
| 0 | |
Prepaid
Expenses | |
| | | |
| 0 | |
Prepaid
Rent | |
| 5,000 | | |
| 10,000 | |
Total
Current Assets | |
| 141,795 | | |
| 131,037 | |
| |
| | | |
| | |
OTHER
ASSETS | |
| | | |
| | |
Investment
Securities, Related Party | |
| 17,733 | | |
| 222,580 | |
Total
Other Assets | |
| 17,733 | | |
| 222,580 | |
TOTAL
ASSETS | |
$ | 159,528 | | |
$ | 353,617 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
Current
Liabilities: | |
| | | |
| | |
Accounts
payable | |
| 44,183 | | |
| 29,674 | |
Notes
Payable | |
| 49,210 | | |
| 95,710 | |
Accrued
payroll taxes | |
| 4,241 | | |
| 4,241 | |
Accrued
Interest | |
| 360,353 | | |
| 342,588 | |
Accrued
Payroll | |
| 1,256,630 | | |
| 1,256,630 | |
Other
Accrued Expenses | |
| 41,423 | | |
| 41,423 | |
Bank
Overdraft | |
| 1,000 | | |
| 1,000 | |
Due
to Investor | |
| 20,000 | | |
| 20,000 | |
Unearned
Income | |
| 1,560,091 | | |
| 1,591,731 | |
Unearned
Income ( Related Party) | |
| 0 | | |
| 15,126 | |
Derivative
Liability | |
| 1,400,000 | | |
| 1,400,000 | |
Convertible
Notes Payable Less unamortized discount | |
| 499,880 | | |
| 499,880 | |
Convertible
Notes Payable, Related Parties Less unamortized discount | |
| 10,000 | | |
| 10,000 | |
Total
Current Liabilities | |
| 5,247,010 | | |
| 5,308,003 | |
Long
Term Liabilities: | |
| | | |
| | |
Convertible
Notes Payable, Related Parties Less unamortized discount | |
| | | |
| | |
Notes
Payable | |
| 153,981 | | |
| 149,614 | |
Total
Long Term Liabilities | |
| 153,981 | | |
| 149,614 | |
Total
Liabilities | |
| 5,400,991 | | |
| 5,457,617 | |
| |
| | | |
| | |
STOCKHOLDERS'
EQUITY (DEFICIT) | |
| | | |
| | |
Common
Stock ($.0001 par value); 5,800,000 authorized and 3,750,565 issued
and outstanding as of December 31, 2023 and 3,506,366 shares issued and outstanding as of September 30,2023. | |
| 376 | | |
| 352 | |
Preferred
Stock, 0.0001 par value, 800,000,000 authorized as of December 31, 2023 and September 30, 2023 respectively | |
| | | |
| | |
Series
A Preferred; 739,000,000 authorized as of September 30, 2023 and December 31,2023 409,551 outstanding
as of December 31, 2023 and September 30, 2023 | |
| 40 | | |
| 40 | |
Series
AA Preferred; $0.0001 par value 600,000 authorized and 34 and 34 outstanding as of December 31, 2023 and September 30,2023
respectively | |
| 0 | | |
| 0 | |
Series
M Preferred; $0.0001 par value 60,000,000 authorized and 29,338 outstanding as of September 30, 2023 and 60,000,000
authorized and 29,338 outstanding as of December 31, 2023 | |
| 3 | | |
| 3 | |
Series
NC Preferred; $0.0001 par value 20,000 authorized and 15,007 outstanding as of September 30, 2023 and
December 31, 2023 | |
| 2 | | |
| 2 | |
Additional
Paid in capital | |
| 14,120,412 | | |
| 13,908,141 | |
Contributed
Capital | |
| 736,326 | | |
| 736,326 | |
Retained
Earnings (Deficit) | |
| (20,098,623 | ) | |
| (19,748,863 | ) |
Total
Stockholders' Equity (Deficit) | |
| (5,241,463 | ) | |
| (5,104,000 | ) |
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 159,528 | | |
$ | 353,617 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
REGEN
BIOPHARMA , INC. | |
| |
|
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS | |
| |
|
(unaudited) | |
| |
|
| |
| |
|
| |
Quarter
Ended December 31,2023 | |
Quarter
Ended December 31,2022 |
REVENUES | |
| | | |
| | |
Revenues | |
$ | 31,640 | | |
$ | 31,640 | |
Revenues,
Related Party | |
| 27,425 | | |
| 27,425 | |
TOTAL
REVENUES | |
| 59,065 | | |
| 59,065 | |
| |
| | | |
| | |
COST
AND EXPENSES | |
| | | |
| | |
Research
and Development | |
| 47,528 | | |
| 95,513 | |
General
and Administrative | |
| 12,419 | | |
| 8,738 | |
Consulting
and Professional Fees | |
| 106,900 | | |
| 403,680 | |
Rent | |
| 15,000 | | |
| 15,000 | |
Total
Costs and Expenses | |
| 181,846 | | |
| 522,931 | |
OPERATING
INCOME (LOSS) | |
$ | (122,782 | ) | |
$ | (463,867 | ) |
| |
| | | |
| | |
OTHER
INCOME & (EXPENSES) | |
| | | |
| | |
Interest
Expense | |
| (17,764 | ) | |
| (17,359 | ) |
Interest
Expense attributable to | |
| | | |
| | |
Amortrization
of Discount | |
| (4,367 | ) | |
| 0 | |
Unrealized
Gain ( Loss) on sale of Investment Securites | |
| (204,847 | ) | |
| 0 | |
Derivative
Income (Expense) | |
| 0 | | |
| 2,115,806 | |
Gain
(Loss) on Extinguishment Convertible Debt | |
| 0 | | |
| 1,150 | |
TOTAL
OTHER INCOME (EXPENSE) | |
| (226,978 | ) | |
| 2,099,597 | |
| |
| | | |
| | |
NET
INCOME (LOSS) | |
| (349,760 | ) | |
| 1,635,730 | |
NET
INCOME (LOSS) attributable to common shareholders | |
| (349,760 | ) | |
| 1,448,439 | |
| |
| | | |
| | |
BASIC
AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | |
$ | (0.10 | ) | |
$ | 0.4500 | |
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |
| 3596027 | | |
| 3360540 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
REGEN
BIOPHARMA, INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
(unaudited)
Quarter
Ended December 31, 2023
| |
| |
Series
A Preferred | |
Series
AA Preferred | |
Series
NC | |
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, 2023 | |
| 409,551 | | |
$ | 40 | | |
| 34 | | |
$ | 0 | | |
| 15,007 | | |
$ | 2 | | |
| 3,506,366 | | |
$ | 352 | | |
| 29,338 | | |
| 3 | | |
$ | 13,908,141 | | |
$ | (19,748,863 | ) | |
$ | 736,326 | | |
$(5,104,000) |
10/13/2023 | |
Common
Shares issued for Cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 16,710 | | |
| 2 | | |
| | | |
| | | |
| 22,724 | | |
| | | |
| | | |
22,726 |
10/27/2023 | |
Common
Shares issued for Cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 35,785 | | |
| 4 | | |
| | | |
| | | |
| 46,088 | | |
| | | |
| | | |
46,091 |
11/10/2023 | |
Common
Shares issued for Cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 31,732 | | |
| 3 | | |
| | | |
| | | |
| 38,202 | | |
| | | |
| | | |
38,205 |
11/27/2023 | |
Common
Shares issued for Cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 33,989 | | |
| 3 | | |
| | | |
| | | |
| 32,626 | | |
| | | |
| | | |
32,629 |
12/11/2023 | |
Common
Shares issued for Cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 43,297 | | |
| 4 | | |
| | | |
| | | |
| 38,097 | | |
| | | |
| | | |
38,101 |
12/20/2023 | |
Common
Shares issued for Cash | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 82,686 | | |
| 8 | | |
| | | |
| | | |
| 34,535 | | |
| | | |
| | | |
34,543 |
Net
Income (Loss) Quarter Ended December 31, 2023 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (349,760 | ) | |
| | | |
(349,760) |
Balance
December 31, 2023 | |
| 409,551 | | |
$ | 40 | | |
| 34 | | |
$ | 0 | | |
| 15,007 | | |
| | | |
| 3,750,565 | | |
| 376 | | |
| 29,338 | | |
| 3 | | |
| 14,120,412 | | |
| (20,098,623 | ) | |
| 736,326 | | |
(5,241,463) |
|
The
Accompanying Notes are an Integral Part of These Financial Statements |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
REGEN
BIOPHARMA, INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY ( DEFICIT)
(unaudited)
Quarter
Ended December 31, 2022
| |
| |
Series
A Preferred | |
Series
AA Preferred | |
Series
NC | |
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, 2022 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
10/25/2022 | | |
Preferred
Shares Issued for Nonemployee Services | |
| 6,667 | | |
$ | 1 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 299,999 | | |
| | | |
| | | |
$300,000 |
11/11/2022 | | |
Preferred
Shares Issued for Debt | |
| 70,114 | | |
$ | 7 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 761,493 | | |
| | | |
| | | |
$761,500 |
11/11/2022 | | |
Preferred
Shares Issued for Interest | |
| 35,012 | | |
$ | 4 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 380,258 | | |
| | | |
| | | |
$380,262 |
11/11/2022 | | |
Common
Shares Issued For Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 11,279 | | |
$ | 1 | | |
| | | |
| | | |
| 25,368 | | |
| | | |
| | | |
25,369 |
12/5/2022 | | |
Preferred
Shares Issued for Nonemployee Services | |
| 1,112 | | |
$ | 0 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 48,372 | | |
| | | |
| | | |
$48,372 |
| | |
Net
Income for the Quarter ended December 31, 2022 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,635,730 | | |
| | | |
1,635,730 |
Balance
December 31,2022 | |
| 405,958 | | |
$ | 40 | | |
| 34 | | |
$ | 0 | | |
| 7 | | |
$ | — | | |
| 3,366,165 | | |
$ | 337 | | |
| 29,338 | | |
| 3 | | |
$ | 13,648,107 | | |
$ | (19,269,640 | ) | |
$ | 736,326 | | |
$(4,884,827) |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
REGEN
BIOPHARMA , INC. | |
| |
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
(unaudited) | |
| |
|
| |
Three
Months Ended | |
Three
Months Ended |
| |
December
31, 2023 | |
December
31, 2022 |
CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net
Income (loss) | |
$ | (349,760 | ) | |
$ | 1,635,730 | |
Adjustments
to reconcile net Income to net cash | |
| | | |
| | |
Preferred
Stock issued as compensation | |
| | | |
| 348,372 | |
Increase
(Decrease) in Interest expense attributable to | |
| | | |
| | |
amortization
of Discount | |
| 4,367 | | |
| | |
Increase
(Decrease) in Accounts Payable | |
| 14,509 | | |
| 2,240 | |
(Increase)
Decrease in Accounts Receivable | |
| (12,298 | ) | |
| 122,575 | |
Increase
(Decrease) in accrued Expenses | |
| 17,765 | | |
| 17,359 | |
(Increase)
Decrease in Prepaid Expenses | |
| 5,000 | | |
| 11,856 | |
Increase(Decrease)
in Contributed Capital | |
| | | |
| | |
Increase
( Decrease) in Derivative Expense | |
| | | |
| (2,115,806 | ) |
Increase
( Decrease) in Unearned Income | |
| (46,767 | ) | |
| (31,640 | ) |
(Gain)
Loss on forgiveness of Debt | |
| | | |
| (1,150 | ) |
Unrealized
Loss(Gain) on Investment Securities | |
| 204,847 | | |
| | |
Net
Cash Provided by (Used in) Operating Activities | |
$ | (162,336 | ) | |
$ | (10,463 | ) |
| |
| | | |
| | |
| |
| | | |
| | |
CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Increase
(Decrease) in Convertible Notes Payable | |
| | | |
| | |
Increase
(Decrease) in Notes Payable | |
| (46,500 | ) | |
| 0 | |
Increase
( Decrease) in Common Stock issued for cash | |
| 212,297 | | |
| 0 | |
Net
Cash Provided by (Used in) Financing Activities | |
$ | 165,797 | | |
$ | — | |
| |
| | | |
| | |
| |
| | | |
| | |
Net
Increase (Decrease) in Cash | |
$ | 3,460 | | |
$ | (10,463 | ) |
Cash
at Beginning of Period | |
$ | 121,037 | | |
$ | 51,204 | |
Cash
at End of Period | |
$ | 124,497 | | |
$ | 40,741 | |
| |
| | | |
| | |
Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
Common
shares Issued for Debt | |
$ | — | | |
$ | — | |
Preferred
Shares Issued for Debt | |
$ | — | | |
$ | 761,500 | |
Cash
Paid for Interest | |
$ | — | | |
$ | — | |
Common
shares Issued for Interest | |
$ | — | | |
$ | 25,269 | |
Preferred
Shares issued for Interest | |
$ | — | | |
$ | 380,262 | |
| |
| | | |
| | |
The
Accompanying Notes are an Integral Part of These Financial Statements |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
REGEN
BIOPHARMA, INC.
Notes
to Condensed Consolidated Financial Statements
As
of December 31, 2023
These
Notes have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March
6, 2023
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, 2023 utilized the following inputs:
| |
|
Schedule
of Derivative liability | |
|
Risk
Free Interest Rate | |
| 5.29 | % |
Expected
Term | |
| (2.78)
– (3.41) Yrs | |
Expected
Volatility | |
| 932.98 | % |
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 June 30, 2023 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions
in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has
been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
I.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which
specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common
stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted
the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
J. ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the quarters ended December 31,
2022 and December 31, 2023.
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 $20,098,623 during the period from April 24, 2012 (inception) through December 31, 2023. 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.
On
September 12, 2023 the Company entered into a common stock purchase agreement (the “Equity Line Agreement”) with Coventry
Enterprises LLC ( “Coventry”) providing for an equity financing facility (the “Equity Line”). The Equity Line
Agreement provides that upon the terms and subject to the conditions in the Equity Line Agreement, Coventry is committed to purchase
up to Ten Million Dollars ($10,000,000) of shares of common stock, $0.0001 par value per share (the “Common Stock”), over
the 36-month term of the Equity Line Agreement (the “Total Commitment”).
Under
the terms of the Equity Line Agreement, Coventry will not be obligated to purchase shares of Common Stock unless and until certain conditions
are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective
which registers Coventry’s resale of any Common Stock purchased by Coventry under the Equity Line.
From
time to time over the 36-month term of the Commitment Period ( as such term is defined in the Equity Line Agreement) the Company, in
its sole discretion, may provide Coventry with a draw down notice (each, a “Draw Down Notice”), to purchase a specified number
of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations discussed below. The actual
amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”) is to be determined
by multiplying the Draw Down Amount Requested by the applicable purchase price. The purchase price of each share of Common Stock equals
80% of the lowest trading price of the Common Stock during the ten business days prior to the Draw Down Notice date (the “Pricing
Period”).
The
maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of
(i) 200% of the Average Daily Traded Value ( as such term is defined in the Equity Line Agreement) during the ten business days immediately
preceding the Drawdown Notice Date or (ii) $250,000. The Company is prohibited from delivering a Draw Down Notice if the sale of shares
of Common Stock pursuant to the Draw Down Notice would cause the Company to issue and sell to Coventry or Coventry to acquire or purchase
an aggregate number of shares of Common Stock that would result in Coventry beneficially owning more than 4.99% of the issued and outstanding
shares of Common Stock of the Company.
The
Company issued Coventry 125,000 shares of its Common Stock in connection with the Equity Line Agreement.
Coventry
has agreed that:
(a) | | for
so long as the market price of the Company’s common stock is above $1.25 per share
and |
(b) | | the
Company is in full compliance with all agreements entered into with Coventry and |
(c) | | and
the Company has not issued any common shares at a per share price below $1.50, Coventry will
agree to a leak out provision and will not sell more than 10,000 shares of the Commitment
shares without permission from the Issuer. |
In
connection with the Equity Line Agreement the Company also entered into a Registration Rights Agreement, dated September 12, 2023 with
Coventry (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale under the Securities
Act of 1933 shares issuable in accordance with the Equity Line Agreement as well as the aforementioned 125,000 common shares issued in
connection with the Equity Line Agreement in a Registration Statement to be filed with the Securities and Exchange Commission. Up to
1,126,954 Shares of Common Stock were registered for resale under the Securities Act of 1933 pursuant to the Registration Rights Agreement.
During
the quarter ended December 31, 2023 the Company issued 244,199 common shares pursuant to the Equity Line Agreement for aggregate cash
consideration of $212,296.
NOTE
4. NOTES PAYABLE
(a) RELATED
PARTY
| |
As
of December 31, 2023 |
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.
(b) NON
RELATED PARTY As of December 31, 2023
Bostonia
Partners, Inc. | |
$ | 48,500 | |
Coventry
Enterprises LLC | |
$ | 175,000 | |
Total: | |
$ | 223,500 | |
$48,500 lent
to the Company by Bostonia Partners, Inc is due and payable on March 10, 2024 and bears simple interest at a rate of 10% per annum.
Effective
September 12, 2023 Coventry Enterprises purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal
amount of $175,000 of which $26,250 was retained by Coventry through an Original Issue Discount.
The
Note carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the eighteen-month term of the
Note for an aggregate Guaranteed Interest $26,250. The Principal Amount and the Guaranteed Interest shall be due and payable in seven
equal monthly payments of $28,750 commencing on August 12, 2024 and continuing on the 12th day of each month thereafter until paid in
full not later than March 12, 2025 (the “Maturity Date”).
Upon
an Event of Default (as such term is defined in the Note) the Note shall become convertible, in whole or in part, into shares of Common
Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days
preceding a Conversion Date.
Upon
the event that while this Note has been outstanding for four months, the Company consummates another financing transaction or if the
Company has an effective Regulation A Offering Statement then the Investor may choose to convert any amount up to the entire balance
of the note including guaranteed interest into shares at the same offering price as the aforementioned financing transaction or the Regulation
A Offering..
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 $150 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 $150 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 $150 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, 2023 $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$150 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 $150 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 $150 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, 2023 $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 $18.75 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, 2023 $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) $375 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
$75 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, 2023 $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 $800,000 was recognized by
the Company as of December 31, 2023.
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) $37.50 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
$37.5 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, 2023 $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 $400,000 was recognized by
the Company as of December 31, 2023.
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) $37.5 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
$37.5 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, 2023, $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 $200,000 was recognized by
the Company as of December 31, 2023.
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, 2023, 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, 2023, $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 June 30, 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, 2023 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.
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. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2023:
Common
stock, $ 0.0001 par value; 5,800,000 shares authorized: 3,750,565 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: 34 shares issued
and outstanding as of December 31, 2023, 739,000,000 is designated Series A Preferred Stock of which 409,551 shares are outstanding as
of December31, 2023, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of December 31, 2023,
and 20,000 is designated Series NC stock of which 15,007 shares are outstanding as of December 31, 2023..
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 seven (7). 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 334. 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
8. INVESTMENT SECURITIES, RELATED PARTY
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
December31, 2023 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:
Fair
Value of Intellectual Property | |
$ | 300,000 | |
Prepaid
Expenses | |
| 65,661 | |
Due
from Employee | |
| 0 | |
Note
Receivable | |
| 40000 | |
Accrued
Interest Receivable | |
| 35,000 | |
Investment
Securities | |
| 258,255 | |
Convertible
Note Receivable | |
| 10,000 | |
Accounts
Payable | |
| 30,563 | |
Notes
Payable | |
| 400,000 | |
Accrued
Expenses Related Parties | |
| 162,011 | |
Notes
Payable Related Party | |
| 0 | |
Accrued
Expenses | |
| 647,072 | |
Enterprise
Value | |
| 1,948,562 | |
Less:
Total Debt | |
| (1,239,646 | ) |
Portion
of Enterprise Value Attributable to Shareholders | |
$ | 708,916 | |
Fair
Value per Shares | |
$ | 0.02 | |
The
abovementioned constitute the Company’s sole related party investment securities as of December 31, 2023.
As
of December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2023 |
|
$ |
5,741 |
|
|
$ |
6,496 |
|
|
$ |
755 |
|
|
$ |
(81,112) |
|
725,000 Series
M Preferred of Zander Therapeutics, Inc. |
|
|
|
|
|
|
|
|
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized Loss |
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended December 31, 2023 |
|
$ |
13,124 |
|
|
$ |
11,238 |
|
|
$ |
(1,866) |
|
|
$ |
(123,733) |
|
NOTE
9. STOCK TRANSACTIONS
On
October 13 2023 the Company issued 16,710 common shares for cash consideration of $22,726.
On
October 27 2023 the Company issued 35,785 common shares for cash consideration of $46,091.
On
November 10, 2023 the Company issued 31,732 common shares for cash consideration of $38,205.
On
November 27, 2023 the Company issued 33,989 common shares for cash consideration of $32,629.
On
December 11 2023 the Company issued 43,297 common shares for cash consideration of $38,101.
On
December 20, 2023 the Company issued 82,686 common shares for cash consideration of $34,543.
NOTE
10. SUBSEQUENT EVENTS
On
January 3, 2024 the Company issued 94,883 common shares for cash consideration of $39,638.
On
January 10, 2024 the Company issued 82,643 common shares for cash consideration of $39,638.
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, 2023 we had Accounts Receivable, Related Party of $12,298 and as of September 30, 2023 we had Accounts Receivable, Related
Party of $0. Accounts Receivable, Related Party as of December 31, 2023 consists of fees accrued but not yet paid pursuant to a license
granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc.
As
of December 31, 2023 we had Prepaid Rent of $5,000 and as of December 31, 2022 we had Prepaid Rent of $10,000. The decrease in Prepaid
Rent of 50% is attributable to the cash payment by the Company of $10,000 out of $15,000 rent expenses incurred during the quarter ended
December 31, 2023.
As
of December 31, 2023 we had Investment Securities (Related Party) of $17,733 and as of September 30, 2023 we had Investment Securities
(Related Party) of $222,580. During the quarter ended December 31, 2023 the Company revalued its owned shares of Zander Therapeutics,
Inc. resulting in the recognition of a decrease in fair value of 92.3% as compared to September 30, 2023.
As
of December 31 2023 we had Accounts Payable of $44,183 and as of September 30, 2023 we had Accounts Payable of $29,674. The decrease
of 48.9% in Accounts Payable during the quarter ended December 31, 2023 is attributable to:
(a)
patent prosecution expenses incurred during the quarter ended December 31, 2023 of $14,839
(b)
Transfer Agency fees of $550
offset
by satisfaction of $875 in payables recognized during the quarter ended September 30, 2023.
As
of December 31, 2023 we had Current Notes Payable of $49,210 and as of September 30, 2023 we had Current Notes Payable of $95,710. The
reduction in Current Notes Payable of approximately 48.6% is attributable to repayment of $46,500 of outstanding principal indebtedness
during the quarter ended December 31, 2023.
As
of December 31, 2023 we had Accrued Interest Payable of $360,353 and as of September 30, 2023 we had Accrued Interest Payable of $342,588.The
increase in Accrued Interest Payable of 5.2% is attributable to interest accrued but unpaid during the quarter ended December 31, 2023
on Notes Payable and Convertible Notes Payable.
On
December 31, 2023 we had Unearned Income, Related Party of $0 and as of September 30, 2023 we had Unearned Income, Related Party of $15,126.
Unearned Income (Related Party) as of September 30, 2023 consisted solely of licensing fees paid to the Company by Zander Therapeutics,
Inc. but not yet earned. These fees were earned during the quarter ended December 31, 2023. Zander Therapeutics, Inc. and the Company
are under common control.
Revenues
from continuing operations were $59,065 for the quarter ended December 31, 2023 and $59,065 for the same period ended 2022. $27,425 of
revenue from related parties recognized during the three months ended December 31, 2023 and December 31, 2022 consisted of anniversary
expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and minimum royalties recognized during
the three months ended December 31, 2023 and 2022 respectively pursuant to the same license. $31,640 of revenue recognized during the
three months ended December 31, 2023 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.
The
Company recognized an Operating Loss of $122,782 during the quarter ended December 31, 2023 whereas the Company recognized an Operating
Loss of $463,867 for the same period ended 2022. The large disparity in Operating Losses is primarily attributable to greater Research
and Development and Consulting Expenses recognized during the quarter ended December 31, 2023 as compared to the same quarter ended 2022.
The Company recognized Net Income of $1,635,730 during the quarter ended December 31, 2022 whereas the Company recognized a Net Loss
of $349,760 during the same period ended 2023. Net Income of $1,635,730 recognized during the quarter ended December 31, 2022 was primarily
attributable to Recognition of Derivative Income of $2,115,806 recognized during the quarter ended December 31, 2022.
As
of December 31, 2023 we had $124,497 in cash on hand and current liabilities of $5,247,010 such liabilities materially consisting of
Accounts Payable, Notes Payable, Convertible Notes Payable, Derivative Liability Recognized, Unearned Income and Accrued Expenses. We
feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.
On
September 12, 2023 the Company entered into a common stock purchase agreement (the “Equity Line Agreement”) with Coventry
Enterprises LLC ( “Coventry”) providing for an equity financing facility (the “Equity Line”). The Equity Line
Agreement provides that upon the terms and subject to the conditions in the Equity Line Agreement, Coventry is committed to purchase
up to Ten Million Dollars ($10,000,000) of shares of common stock, $0.0001 par value per share (the “Common Stock”), over
the 36-month term of the Equity Line Agreement (the “Total Commitment”).
Under
the terms of the Equity Line Agreement, Coventry will not be obligated to purchase shares of Common Stock unless and until certain conditions
are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective
which registers Coventry’s resale of any Common Stock purchased by Coventry under the Equity Line.
From
time to time over the 36-month term of the Commitment Period ( as such term is defined in the Equity Line Agreement) the Company, in
its sole discretion, may provide Coventry with a draw down notice (each, a “Draw Down Notice”), to purchase a specified number
of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations discussed below. The actual
amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”) is to be determined
by multiplying the Draw Down Amount Requested by the applicable purchase price. The purchase price of each share of Common Stock equals
80% of the lowest trading price of the Common Stock during the ten business days prior to the Draw Down Notice date (the “Pricing
Period”).
The
maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of
(i) 200% of the Average Daily Traded Value ( as such term is defined in the Equity Line Agreement) during the ten business days immediately
preceding the Drawdown Notice Date or (ii) $250,000. The Company is prohibited from delivering a Draw Down Notice if the sale of shares
of Common Stock pursuant to the Draw Down Notice would cause the Company to issue and sell to Coventry or Coventry to acquire or purchase
an aggregate number of shares of Common Stock that would result in Coventry beneficially owning more than 4.99% of the issued and outstanding
shares of Common Stock of the Company.
During
the quarter ended December 31, 2023 the Company sold 244,199 common shares to Coventry pursuant to the terms and conditions of the Equity
Line Agreement for total cash consideration of $212,297. During the period beginning January 1, 2024 and ending January 15, 2024 the
Company sold the following number of common shares to Coventry pursuant to terms and conditions of the Equity Line Agreement:
On
January 3, 2024 the Company issued 94,883 common shares for cash consideration of $39,638.
On
January 10, 2024 the Company issued 82,643 common shares for cash consideration of $39,638.
As
of December 31, 2023 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, 2023 and ending on
December 31, 2023, 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
There
were no unregistered sales of equity securities during the quarter ended December 31, 2023.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Submission Of Matters To A Vote Of Security Holders
None.
Item
5. Other Information
On
October 4, 2023 a 10b5-1 trading arrangement ( “10b5-1 Plan”) adopted by Zander Therapeutics, Inc. was terminated pursuant
to the terms and conditions of that 10b5-1 Plan. The 10b5-1 Plan was adopted on November 4, 2021. The arrangement was adopted to facilitate
the sale by Zander Therapeutics Inc. of 2,667 shares of Series A Preferred stock of the Company owned by Zander Therapeutics, Inc. The
terms and conditions of the 10b5-1 Plan allowed for the sale of up to 67 shares per day at a price no lower than $30 below opening bid
price. Zander Therapeutics, Inc. is controlled by David Koos who serves as the sole officer and director of the Company.*
*
share amounts and price information have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series
of stock effective as of March 6, 2023.
Item
6. Exhibit Index
Exhibit
No. Description
31.1 |
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 |
31.2 |
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 |
32.1 |
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002 |
32.2 |
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 |
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, 2024 |
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, 2024 |
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