UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
[X] |
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For
the fiscal year ended September 30, 2015 |
|
|
[
] |
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
|
|
|
For
the transition period from _________ to ________ |
|
|
|
Commission
file number: 333-146834 |
Regenicin,
Inc. |
(Exact
name of registrant as specified in its charter) |
Nevada |
27-3083341 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
|
|
10
High Court, Little Falls, NJ |
07424 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number: 973 557 8914 |
|
Securities registered under Section 12(b) of the Exchange Act
|
Title
of each class |
Name
of each exchange on which registered |
None |
not
applicable |
|
Securities
registered under Section 12(g) of the Exchange Act:
|
Title
of each class |
|
None |
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X]
No [ ]
Indicate
by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
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 [X] No
[ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter: $2,419,389 as of March 31, 2015
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable
date: 153,483,050 as of January 11, 2016
TABLE
OF CONTENTS
PART
I
Item
1. Business
Overview
A
year and half after filing the lawsuit against Lonza Walkersville, Inc., and Lonza America, Inc. (the “Lonza Litigation”),
we began the new 2015 fiscal year in the process of consummating an agreement to sell certain assets, including the Lonza Litigation,
to Amarantus Bioscience Holdings, Inc. (the “Amarantus Agreement”). The Amarantus Agreement was finally consummated
at the end of February 2015, with their final payment to us and the transfer/dismissal of the Lonza Litigation. Managements' intentions
at the time were to utilize the proceeds of the Amarantus Agreement to develop the Company's own autologous Engineered Skin Substitute
(ESS). It was estimated that the proceeds from the sale of the Lonza Litigation, including the Amarantus stock received, would
fund the development of the new product up to the initiation of clinical trials, while at the same time reducing outstanding liabilities
and supporting the business operations of the Company. Unfortunately, due to a decline in the value of the Amarantus stock, management
has determined at this time that the proceeds will fall short of that goal and that further funding will most likely need to be
raised.
At
the start of 2015, we reached an agreement with an internationally recognized institution to provide analytical R&D services
for the proposed new product. This was a necessary step in the process of validating the science supporting our new approach.
We believe their research has thus far not only provided support for our new science, but has also brought us product improvements
in the form of the best starting materials, an extended shelf life, and potentially reducing the manufacturing time of the product.
Upon completion, we expect this research will be part of our application for FDA approval to start clinical trials, and will provide
the basis of the tech transfer to our chosen manufacturers.
NovaDerm™
was selected as the name for the proposed new product and documents were completed to register the name as a new Regenicin trademark.
We expect NovaDerm™ will be registered trademark during the first quarter of 2016. As reported, the tradename PermaDerm®
was transferred to Amarantus as part of that agreement.
We
submitted a "Request for Designation" to the FDA to determine which group within the agency would be assigned
to evaluate NovaDerm™. The FDA responded in a phone conversation with our CEO and staff that the product would
be designated solely as a "Biologic". NovaDerm™ would thus be the first and only autologous cultured skin substitute designated solely as a Biologic for treatment of burns greater than 30%, which not only serves as a
point of product differentiation, but will also open up the opportunity for NovaDerm™ to apply for Orphan
Designation, with all available benefits.
The
most significant hurdle in the product development process to overcome, we believe, is the collagen substrate issue. Collagen
is used in many products, but it is the essential ingredient to fabricate scaffolds on which cells are grown. Type 1 Bovine Collagen
is harvested from corium, which is the lower part of the Dermis layer of the cow hide. The FDA regulations and guidance dictates
any animal part used in treatment of humans must be from a "Closed Herd". In our search for Closed Herd collagen, we
found that most of the suppliers' claiming to sell from a “Closed Herd" were not in fact compliant with the FDA regulations
and lacked the traceability required for animal materials used for drugs, devices, biologics or combination products. It was important
to our analysis of this issue that the FDA guidance documents clearly state that any product being requested for clinical trials
would be denied until the applicant supplied the traceability to demonstrate that all components derived from animals were obtained
from “Closed Herds”. We identified only one company that was able to satisfy the FDA's Closed Herd requirements. Negotiations
are ongoing regarding obtaining collagen supplies from this company, and as a result of the importance of this material to our
proposed new product, both Regenicin and members of management expect to enter into an arrangement to become part owners of this
vertical supply business.
There
are two separate manufacturing processes that must be performed to produce NovaDerm™. First, the collagen scaffold must
be fabricated to act as the platform on which to grow the skin cells. Secondly, the patient’s actual cells must be cultured
and organized to make the skin.
Both
are highly specialized manufacturing processes and must be performed under strict compliance with Current Good Manufacturing Practices
(cGMP) as set forth by regulations enforced by the US Food and Drug Administration (FDA), and produced
by a manufacturer registered with the FDA. After much discussion, we have identified two highly respected, recognized,
domestic cGMP manufacturers that can provide cultured skin substitute materials for clinical trials, and which we anticipate eventually
contracting with for the manufacture of NovaDerm™ when, and if, it is approved for commerce.
The
Pre-IND (investigational new drug) package for the FDA is substantially complete and must await the final results from the analytical
R&D services report mentioned above. Once completed, we will request a Pre-IND meeting with the FDA. The Pre-IND meeting will
give us the opportunity to ask any questions we may have for the FDA as well as getting feedback from the FDA on the information
we provide about NovaDerm™. The meeting will also let us know if the FDA agrees with our plan of commercialization, or if
additional information will be needed for the IND. In order to save time we have already completed much of the IND that will request
permission to start clinical trials.
We
also expect to continue our discussions with the Biomedical Advanced Research and Development Agency (BARDA) related to a
grant application for NovaDerm™ product development.
Our
Business Moving Forward:
The
company goal is to be positioned to enter FDA clinical trials in the second half of 2016. Management believes this goal is obtainable
provided the following planned steps are completed on time as described below:
Calendar
Q1 2016
| 1. | Completion
of the laboratory portion of analytical research services |
| 2. | Finalize
and execute the contract with a supplier of “Closed Herd” collagen. Pricing
and general terms still have to be determined |
| 3. | Finalize
and execute a contract with a manufacturer of collagen scaffolds and the actual NovaDerm™
product. Pricing and general terms still have to be determined |
| 4. | Selection
of a Clinical Research Organization and two clinical sites for the clinical trials |
| 5. | Assemble
a Data Safety Monitoring Board |
| 6. | Obtain
the final report of our analytical research company |
Calendar
Q2 2016
| 1. | Arrange
a Tech Transfer of the manufacturing process |
| 2. | Apply
for Orphan Designation with the FDA |
| 3. | Submit
Documents to the an institutional review board (IRB) for approval of our biomedical research
plan |
| 4. | Run
First Engineering process to produce samples for a Mouse Study |
| 5. | Request
FDA Pre-IND meeting |
| 6. | Negotiate
and contract for mouse study |
| 8. | Obtain
Orphan Designation of NovaDerm™ as a Biologic for burns greater than 30% of the
total burn surface area |
Calendar
Q3 2016
| 2. | Finalize
Clinical files and clinical site training |
| 3. | Prepare
and file IRB final documentation |
Calendar
Q4 2016
Begin
Clinical Trials
Our
Proposed New Product:
We
expect our first cultured skin substitute product, NovaDerm™, to be a multi-layered tissue-engineered skin prepared by utilizing
autologous (patient’s own) skin cells. It is expected to be a graftable collagen based cultured epithelium implant that
produces a skin substitute containing both epidermal and dermal components with a collagen base. Clinically, we expect our cultured
skin substitute self-to-self skin graft product will behave the same as split thickness allograft skin. Our Autologous
cultured skin substitute should not be rejected by the immune system of the patient, unlike with porcine or cadaver cellular grafts.
Immune system rejection is a serious concern in Xeno-transplant procedures which may have a cellular component. The use of our
cultured skin substitute should not require any specialized physician training because it is applied the same as in a standard
allograft procedure.
Clinically
speaking, a product designed to treat a life threatening condition must be available for the patient when needed. Our culture
skin substitute is being developed to be ready to apply to the patient when the patient is ready for grafting, within the first
month of the patient being admitted to the hospital. Patients with serious burn injuries may not be in a condition to be grafted
on a predefined schedule made more than a month in advance. Therefore, in order to accommodate the patient’s needs, we are
striving to ensure that our cultured skin substitute will be designed with an adequate shelf life and manufacturing schedule to
ensure it is available whether the patient needs it the first month, or any day after, until the patient’s wound is completely
covered and closed.
We
intend to work with the FDA for the development of a cultured skin product. We are preparing documentation for Orphan Designation
for the USA and European Union using our internal expertise. We will submit the request when we have qualified our cell therapy
manufacturer. In order to obtain Orphan designation we will work with the Office of Orphan products to demonstrate that our cultured
skin substitute is safe and the probable benefit of using our cultured skin substitute for burns outweighs the risks. There are
less than 200,000 patients affected per year in the US with full thickness burns affecting greater than 30 percent of the Total
Body Surface Area (TBSA). As noted above, we hope to obtain Orphan Designation for burns in the first half of 2016.
Having
our cultured skin substitute approved as an Orphan Product would have significant benefits, including 7 years exclusivity with
the FDA, 11 years exclusivity with the European Union generating revenue from sales of product used during the clinical trials
and being able to utilize the data from patients from many different hospitals to gain Commercialization Approval. Orphan approval
allows the product to be used to treat people a lot earlier than waiting for extensive clinical trials to gain Biological License
Approval. The major difference between Orphan Product Approval and a full Biological License Approval is that the Orphan Product
has additional FDA reporting requirements and additional procedural administration steps. Orphan Product patient’s data
must be reported to the FDA annually. There is also a difference between Orphan Designation and Orphan Product Approval. Orphan
Designation qualifies your product to get special assistance from the FDA such as grants, and additional guidance in designing
your trials and what the FDA expects you to do to gain Orphan Approval. Orphan Approval is granted when you have demonstrated
that your product is safe and has a probable benefit to a patient affected with the specific indication. Most importantly for
us, Orphan Approval means we can provide our lifesaving product NovaDerm™ commercially to thousands of pediatric and adult
burn victims.
We
are assembling our Investigative New Drug (IND) Biologic application for our cultured skin substitute utilizing our internal expertise.
This will allow us to move the product through the FDA pipeline with minimal expense. As we approach the clinical trials, we may
need to obtain additional outside funding. We hope to receive the approval from the FDA to initiate clinical trials in 2015. We
intend to apply for Biological License Approval in 2016.
Our
second product is anticipated to be TempaDerm®. TempaDerm® uses cells obtained from human donors to develop banks of cryo-preserved
(frozen) cells and cultured skin substitute to provide a continuous supply of non-allogenic skin substitutes to treat much smaller
wound areas on patients, such as ulcers. This product is expected to have applications in the treatment of chronic skin wounds
such as diabetic ulcers, decubitus ulcers and venous stasis ulcers. This product is also expected to be similar to our burn indication
product, except for the indications, and it will not depend totally on autologous cells. In fact, it may be possible to use the
excess cultured skin that was originally produced for use on the patient that donated the cells used to grow the skin. Hopefully,
TempaDerm® will be able to take this original cultured skin and use it on someone other than the original donor. As currently
planned, TempaDerm® has the possibility of using banked cells, or even frozen cultured skin substitutes, to carry inventory
to satisfy unknown needs or large volumes to meet the demands created in large scale disasters.
We
believe this technology has many different uses beyond the burn indication. The other uses may include chronic wounds, reconstructive
surgery, other complex organs and tissues. Some of the individual components of our planned cultured skin substitute technology
is expected to be developed for devices, such as tendon wraps made of collagen or collagen temporary coverings of large area wounds
to protect the patients from infections while waiting for the permanent skin substitute. The collagen technology used for cultured
skin substitutes, as designed, is expected to be used for many different applications in wound healing and stem cell technology
and even drug delivery systems.
We
could pursue any or all of the indications simultaneously if financing permitted, but for now we will seek approval for burns
first as an Orphan Biologic Product to establish significant safety data and then Biological License Approval.
Competition
Several
companies have developed or are developing products that propose to approach the markets described above. Other than Amarantus
Biosciences, Inc., discussed above, this companies include:
|
- |
Smith & Nephew
Wound Management |
|
- |
Integra Life Sciences
Corporation |
|
- |
LifeCell Corporation/Kinetic
Concepts |
|
- |
Advanced Biohealing/
Shire |
|
- |
Cy Ttera/ NovoCell/ViaCyte |
|
- |
Biomimetic Therapeutics
Inc. |
Each
of these companies has a proprietary approach to these markets, but none has yet penetrated the cell therapy markets fully and
4 companies, (Smith and Nephew, Genzyme, Organogenesis, Integra and Advanced Biohealing) have products that are FDA approved for
use in burn patients. Conversely, our products are believed to be superior in design and function and, thus, provide significant
advantages over the above competitors. The advantages of our cultured skin substitute include simultaneous delivery of Autologus
epidermal keratinocytes and fibroblasts organized with a unique collagen base. Clinical skin replacements and grafts are in high
demand for the treatment of skin injuries: they represent approximately 50% of tissue engineering and regenerative medicine market
revenues. In 2009, the potential United States market for tissue-engineered skin replacements and substitutes totaled approximately
$18.9 billion, based on a target patient population of approximately 5.0 million. By the year 2019, the total potential target
population for the use of tissue-engineered skin replacements and substitutes is expected to increase to 6.4 million, resulting
in a potential US market of approximately $24.3 billion. Tissue Engineering and Cell Transplantation: US Markets for Skin Replacements
and Substitutes; Report #A426; Medtech Insight: Bridgeport, PA, USA, August 2010.
Government
Regulation
The
Pediatric Medical Device Safety and Improvement Act of 2007 (Public Law 110-85) provides that Orphan Product applications for
pediatric use only, or for use in both pediatric and adult patients, that are approved on or after September 27, 2007, are assigned
an annual distribution number (ADN) and may be sold for profit (subject to the upper limit of the ADN). In addition, once a product
receives an Orphan BLA, the developer of the product receives up to seven years market exclusivity for a specific indication following
the product’s approval by the FDA.
Unrestricted
sales of our cultured skin substitute will require full approval after data for safety and efficacy are collected from a multi-center
study. Once the IND is submitted, we expect enrollment and treatment are expected to require one year evaluation on each patient.
The final 9 months of the evaluation is expected to be only a monitoring period. After collection of data from the clinical trial
and submission to FDA, six months is typically planned for FDA’s review and decision. Having an Orphan designation of which
the indication is life threatening and there is an unmet need for catastrophic burns, the review time may be reduced significantly.
Therefore, we believe Biological approval can be obtained in 2016 or 2017. A positive performance of the clinical study and a
review from FDA in less than 6 months after pre approval inspection of the manufacturing facility by FDA would support a 2016-17
date for commercial sales.
Intellectual
Property
In
August 2010, we paid $7,500 and obtained the rights to the trademarks PermaDerm® and TempaDerm® from KJR-10 Corp. In November
of 2014, we sold the PermaDerm® trademark to Amarantus Biosciences as part of an Asset Purchase Agreement whereby they purchase
all our rights to the Lonza lawsuit. Recently, we filed for the trademark for NovaDerm™. We expect the NovaDerm™
trademark will be registered the first quarter of 2016.
Employees
As
of September 30, 2015, we had 3 employees.
Subsidiaries
On
September 11, 2013 we completed formation documents with respect to the formation of a wholly - owned subsidiary created with
the sole purpose of conducting research in the State of Georgia.
The
subsidiary was given the name, Regenicin Research of Georgia, LLC, and was accepted by the Georgia Secretary of State on September
25, 2013, with an official certificate of formation being issued on September 26, 2013.
Item
1A. Risk Factors.
A
smaller reporting company is not required to provide the information required by this Item.
Item
1B. Unresolved Staff Comments.
A
smaller reporting company is not required to provide the information required by this Item.
Item
2. Properties
Our
principal executive offices are located at 10 High Court, Little Falls, NJ 07424. Our headquarters is located in the offices of
McCoy Enterprises LLC, an entity controlled by Randall McCoy, our Chief Executive Officer. The office is attached to his residence
but has its own entrances, restroom and kitchen facilities. No rent is charged.
We
also maintain an office at 3 Arvida Drive, Pennington NJ 08534, which is an FDA registered, cGMP compliant FDA audited facility.
This office is owned by Materials Testing Laboratory, and the principal is an employee of our company. No rent is charged.
Item
3. Legal Proceedings
On
September 30, 2013, we filed a lawsuit against Lonza Walkersville and others in Fulton County Superior Court in the State of Georgia.
On
November 7, 2014, we entered into an Asset Purchase Agreement (“the Agreement”) with Amarantus Bioscience Holdings,
Inc. (“Amarantus”) and others in which we agreed to sell to Amarantus all of our rights and claims in our litigation
currently pending in the “Lonza Litigation”. This included all of our Cutanagen intellectual property rights and any
Lonza manufacturing know-how technology. In addition, we agreed to transfer Amarantus our PermaDerm trademark and related intellectual
property rights associated with it. The purchase price paid by Amarantus consisted of: (i) $3,500,000 in cash, and (ii) shares
of common stock in Amarantus having a value of $3,000,000 at the time of the closing. A portion of the cash purchase price was
allocated to our sole senior secured creditor.
The
cash portion of the purchase price was paid to us over time and was fully consummated in February 2015.
In
addition to the purchase price, Amarantus paid our attorneys in the Lonza Litigation, Gordon & Rees, $450,000 at closing.
The payment to Gordon & Rees satisfied in full all obligations for litigation fees and costs owed to Gordon & Rees in
connection with the Lonza Litigation.
In
addition, we granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment
of patients designated as severely burned by the FDA developed by Regenicin. Amarantus can exercise this option at a cost of $10,000,000
USD plus a royalty of 5% on gross revenues in excess of $150M USD.
Item
4. Mine Safety Disclosures
N/A
PART
II
Item
5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market
Information
Our
common stock is quoted under the symbol “RGIN” on the OTCBB operated by the Financial Industry Regulatory Authority,
Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc. Few market makers continue to participate in the
OTCBB system because of high fees charged by FINRA. Consequently, market makers that once quoted our shares on the OTCBB system
may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several
market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current
in our SEC reporting.
Only
a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed,
that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.
The
following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as
reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.
Fiscal
Year Ending September 30, 2015 |
Quarter
Ended |
|
High
$ |
|
Low
$ |
|
September
30, 2015 |
|
|
|
0.03 |
|
|
|
0.02 |
|
|
June 30, 2015 |
|
|
|
0.04 |
|
|
|
0.01 |
|
|
March 31, 2015 |
|
|
|
0.04 |
|
|
|
0.01 |
|
|
December 31, 2014 |
|
|
|
0.03 |
|
|
|
0.01 |
|
Fiscal
Year Ending September 30, 2014 |
Quarter
Ended |
|
High
$ |
|
Low
$ |
|
September 30, 2014 |
|
|
|
0.02 |
|
|
|
0.00 |
|
|
June 30, 2014 |
|
|
|
0.03 |
|
|
|
0.01 |
|
|
March 31, 2014 |
|
|
|
0.03 |
|
|
|
0.02 |
|
|
December 31, 2013 |
|
|
|
0.04 |
|
|
|
0.02 |
|
Penny
Stock
The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of
the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation
of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or
in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type
size and format, as the SEC shall require by rule or regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may
have difficulty selling our securities.
Holders
of Our Common Stock
As
of January 8, 2016, we had 153,483,051 shares of our common stock issued and outstanding, held by 111 shareholders of record,
with others holding shares in street name.
Dividends
There
are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
1. We
would not be able to pay our debts as they become due in the usual course of business, or;
2. Our
total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving the distribution.
We
have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent
Sales of Unregistered Securities
For
the year ended September 30, 2014, we issued 2,600,000 shares of its common stock for the conversion of notes payable and accrued
interest.
For
the year ended September 30, 2014, we issued 14,840,392 shares of common stock for the conversion of principal and accreted interest
owed.
For
the year ended September 30, 2014, we issued 960,000 shares of common stock for the exercise of a warrant.
On
December 24, 2013, we issued 1,038,751 shares of our common stock as a finder’s fee to an entity for introducing investors
and/or lenders who provided funding to us in fiscal 2013. The shares were valued at $35,851.
For
the year ended September 30, 2015, we issued 10,392,967 shares of its common stock for the conversion of notes payable and accrued
interest.
For
the year ended September 30, 2015, we issued 7,920,291 shares of common stock for the conversion of principal and accrued interest
owed.
Shares
and Warrants to be issued:
Various convertible promissory notes that automatically
converted at their respective maturity dates into an aggregate of 10,367,094 shares of our common stock were not issued as of
September 30, 2014. Accordingly, the shares were classified as common stock to be issued. These shares were all issued
during the fiscal year ended September 30, 2015.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table provides information about our compensation plans under which shares of common stock may be issued upon the exercise
of options as of September 30, 2015.
Plan
Category |
|
Number
of securities to be
issued upon exercise of
outstanding option, warrants and rights |
|
Weighted-average
exercise price
of outstanding options,
warrants and rights |
|
Number
of securities remaining
available for future issuances under
equity compensation plans |
Equity compensation plans
approved by security holders |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Equity compensation plans not approved by security
holders |
|
|
15,542,688 |
|
|
$ |
0.08 |
|
|
|
0 |
|
Total |
|
|
15,542,688 |
|
|
$ |
0.08 |
|
|
|
0 |
|
On
December 15, 2010, the board of directors approved the Regenicin, Inc. 2010 Incentive Plan (the “Plan”). The Plan
provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock,
stock units, performance shares and performance units to our employees, officers, directors and consultants, including incentive
stock options, non-qualified stock options, restricted stock, and other benefits. The Plan provides for the issuance of up to
4,428,360 shares of our common stock.
On
January 6, 2011, we approved the issuance of 885,672 options to each of the four members of the board of directors at an exercise
price is $0.62 per share. The options vest over a three-year period and expired on December 22, 2015. On May 11, 2011, the terms
of the options were amended to allow for immediate vesting. On December 10, 2013, we approved the amendment to those options to
change the exercise price to $0.035 per share.
In
November of 2010, we approved the issuance of 2,000,000 options to a consultant at an exercise price of $0.46 per share. The options
vested immediately and expired in November 2015.
In
addition, on January 15, 2015, the company entered into a stock option agreement with an officer of the company. The agreement
grants the officer an option to purchase 10 million shares of common stock at $0.02 per share, and expires January 15, 2019.
Warrants
Issued and Outstanding
In
fiscal 2014, in connection with the issuance of convertible notes, we issued warrants to purchase 1,407,500 shares of common stock
at a per share exercise prices ranging from $0.001 to $0.50.
A
summary of the warrants outstanding at September 30, 2015 is as follows:
| |
Exercise | |
Expiration |
Warrants | |
Price | |
Date |
| 50,000 | | |
| Varies | | |
| 2018 | |
| 672,500 | | |
$ | 0.15 | | |
| 2018 | |
| 937,500 | | |
$ | 0.25 | | |
| 2016 | |
| 150,000 | | |
$ | 0.50 | | |
| 2015 | |
| 10,000 | | |
$ | 0.75 | | |
| 2016 | |
| 66,667 | | |
$ | 1.50 | | |
| 2016 | |
| 1,886,667 | | |
| | | |
| | |
Item
6. Selected Financial Data
A
smaller reporting company is not required to provide the information required by this Item.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the
words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We intend such
forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. Further information concerning our business, including additional factors that could materially affect
our financial results, is included herein and in our other filings with the SEC.
Results
of Operations for the Years Ended September 30, 2015 and 2014
We
generated no revenues from September 6, 2007 (date of inception) to September 30, 2015. We do not expect to generate revenues
until we are able to obtain FDA approval of cell therapy and biotechnology products and thereafter successfully market and sell
those products.
We
incurred operating expenses of $241,823 for the year ended September 30, 2015, compared with operating expenses of $725,895 for
the year ended September 30, 2014. Our operating expenses decreased in 2015 from 2014, and are compared as follows:
Operating Expenses |
September
30, 2014 | |
September
30, 2015 |
Research
and Development |
$ | 0 | | |
$ | 38,401 | |
General
and Administrative |
$ | 698,339 | | |
$ | 1,144,431 | |
Stock
Based Compensation |
$ | 27,556 | | |
$ | 32,365 | |
Reversal of AP |
$ | 0 | | |
$ | (973,374 | ) |
General
and administrative expenses increased due to an increase in activity supporting our new product which is funded by the
proceeds of the sale of intangibles to Amarantus. The reversal of the accounts payable of $973,374 relates to the Lonza
settlement.
We
incurred net other income of $3,313,422 for the year ended September 30, 2015, as compared to other expenses of $37,017 for
the year ended September 30, 2014. Our other income and expenses for 2015 consisted of interest expenses of $62,779, gain on
sale of assets to Amarantus of $6,604,431, a loss on other than a temporary decline in fair value of Amarantus investment
of $2,700,000, and a loss on derivative liabilities of $528,230. Our other expenses for 2014 consisted of
interest expenses of $232,379 and a gain on derivative liabilities of $269,396.
We
had a net gain before income tax of $3,071,599 for the year ended September 30, 2015, as compared with a net loss of $688,878
for the prior year. The primary reasons for our net gain before taxes in fiscal 2015 compared to fiscal 2014 was the sale of assets
to Amarantus in the amount of $6,604,431 offset by the permanent decline in the value of the Amarantus stock.
For
the year ended September 30, 2015, we recorded a provision for income tax in the amount of $2,829,000 as compared to our provision
for income tax benefit in the same amount for the year ended September 30, 2014. Footnote I to our financial statements should
be reviewed for further information. Finally, we accrued an expense for preferred stock dividends of $70,800 during the year ended
September 30, 2015, the same amount as accrued for the year ended September 30, 2014.
Our
net income attributable to common stockholders for the year ended September 30, 2015 was $171,799, compared to $2,069,322 for the year ended September 30, 2014.
Liquidity
and Capital Resources
As
of September 30, 2015, we had cash of $1,061,377, prepaid expenses and other current assets of $119,236, and common stock of
Amarantus of $300,000, for total current assets of $1,480,613. Our total current liabilities as of September 30, 2015 were
$2,248,656. We had a working capital deficit of $768,043 as of September 30, 2015.
Operating
activities used a net $1,996,685 in cash for the year ended September 30, 2015. We generated $3,590,000 of cash from
financing activities, primarily due to the proceeds from the sale of intangibles to Amaratus. Financing activities used
$532,430 for the year ended September 30, 2015 and consisted of $275,000 in repayment of notes payable, the repayment of the
insurance premium financings of $51,613 and repayments of loans from related party in the amount of $229,147. These were
offset by $23,330 in advances from related parties.
We
have issued various promissory notes over the course of the last several fiscal years in order to continue funding
our operations. The terms of these promissory notes are detailed in Note G to the financial statements accompanying this
Annual Report. While this financing has been helpful in the short term to meet our financial obligations and even with the
proceeds from the Sale of Assets to Amarantus, we will need additional financing to fund our operations, continue with the
FDA approval process, and implement our business plan over the long term.
For
the near future, contrary to our earlier expectation, we believe that the net $3 million in cash received under the Asset Purchase
Agreement with Amarantus, the potential of additional funding to be received from sales of the Amarantus common stock granted
to us under the Agreement (depending on the market value of the Amarantus stock), and the anticipated reversal of our liability
to Lonza, will still not be enough to enable us to fund our operations up to at least the initiation of the clinical trials on
our cultured skin substitute. We will thus be seeking additional financing during the fiscal year end September 30, 2016.
Going
Concern
Our
financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. We have incurred cumulative losses to date, expect to
incur further losses in the development of our business, and have been dependent on funding operations through the issuance of
convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue
as a going concern. Management’s plans include continuing to finance operations through the private or public placement
of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether
we will be able to achieve these objectives. The financial statements do not include any adjustment relating to the recoverability
and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we
be unable to continue as a going concern.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management
Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Development
Stage Activities and Operations
The
Company is in the development stage and has had no revenues other than the sale of its assets to Amarantus. A development stage
company is defined as one in which all efforts are devoted substantially to establishing a new business and even if planned principal
operations have commenced, revenues are insignificant.
Intangible
Assets
Intangible
assets, which include purchased licenses, patents and patent rights, are stated at cost and will be amortized using the straight-line
method over their useful lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis,
whichever is greater. Costs of internally developing intangibles (i.e. trademarks) are expensed as incurred and included in general and administrative
expenses.
We
review our intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount
of such an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount to
the future undiscounted cash flows the assets are expected to generate. If such assets are considered impaired, the impairment
to be recognized is equal to the amount by which the carrying value of the assets exceeds their fair value determined by either
a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. In assessing recoverability,
we must make assumptions regarding estimated future cash flows and discount factors. If these estimates or related assumptions
change in the future, we may be required to record impairment charges.
Recently
Issued Accounting Pronouncements
In
May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).
ASU 2014-09 supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition. The
core principle of the revenue model is that an entity recognizes 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
and services. In applying the revenue model to contracts within its scope, an entity will need to (i) identify the contract(s)
with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate
the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies
a performance obligation. On July 9, 2015, the FASB extended the effective date of adoption of the standard to interim reporting
periods within annual reporting periods beginning after December 15, 2017 (that is, beginning in the first interim period
within the year of adoption). Early adoption of the standard is permitted for all entities for interim and annual periods beginning
after December 15, 2016.
In June 2014, ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic
205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”)
was issued. Before the issuance of ASU 2014-15, there was no guidance in U.S. GAAP about management’s responsibility to
evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related
footnote disclosures. This guidance is expected to reduce the diversity in the timing and content of footnote disclosures. ASU
2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding
upon certain principles that are currently in U.S. auditing standards as specified in the guidance. ASU 2014-15 becomes effective
for the annual period ending at December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted.
The Company is currently evaluating the effects of adopting ASU 2014-15 on its consolidated financial statements but the adoption
is not expected to have a significant impact.
In
February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) (“ASU 2015-02”), to address financial
reporting considerations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015-02 is effective
for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. We are evaluating the
impact of ASU 2015-02 and if early adoption is appropriate in future reporting periods.
In
April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”),
as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to
a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability,
consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim
periods within those fiscal years.
In
November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”),
which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet.
The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred
tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years
beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities
as of the beginning of an interim or annual reporting period. We do not expect the impact of ASU 2015-17 to be material to our
consolidated financial statements.
All
other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either
not applicable or are not expected to be significant to the condensed financial statements of the Company.
Management
does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a
material effect on the accompanying financial statements.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
A
smaller reporting company is not required to provide the information required by this Item.
Item
8. Financial Statements and Supplementary Data
Index
to Financial Statements Required by Article 8 of Regulation S-X:
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders
of
Regenicin, Inc.
We have audited the accompanying consolidated
balance sheets of Regenicin, Inc. and Subsidiary (the “Company”) as of September 30, 2015 and 2014 and the related
consolidated statements of income, changes in stockholders’ deficiency and cash flows for the years then ended. The
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
September 30, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to
the consolidated financial statements, the Company has incurred recurring losses, expects to incur further losses in
the development of its business and has been dependent on funding operations through the issuance of convertible debt and
private sale of equity securities and sales of its intangible assets. This raises substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described
in Note B. The consolidated financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ ROTENBERG MERIL SOLOMON BERTIGER &
GUTTILLA, P.C.
ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA,
P.C.
Saddle Brook, New Jersey
January 13, 2016
REGENICIN,
INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
|
September 30, | |
September 30, |
|
2015 | |
2014 |
ASSETS |
| | | |
| | |
CURRENT ASSETS |
| | | |
| | |
Cash |
$ | 1,061,377 | | |
$ | 492 | |
Prepaid expenses and other current assets |
| 119,236 | | |
| 49,462 | |
Common stock of Amarantus Corporation |
| 300,000 | | |
| — | |
Deferred income taxes |
| — | | |
| 2,829,000 | |
Total current assets |
| 1,480,613 | | |
| 2,878,954 | |
Intangible assets |
| — | | |
| 7,500 | |
Total assets |
$ | 1,480,613 | | |
$ | 2,886,454 | |
|
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
| | | |
| | |
CURRENT LIABILITIES |
| | | |
| | |
Accounts payable |
| 360,228 | | |
| 1,393,605 | |
Accrued expenses |
| 1,286,386 | | |
| 1,740,090 | |
Dividends payable |
| 322,042 | | |
| 251,242 | |
Note payable - insurance financing |
| — | | |
| 51,613 | |
Bridge financing |
| 175,000 | | |
| 450,000 | |
Convertible promissory notes (net of discount of $-0- and $7,675) |
| — | | |
| 295,617 | |
Loan payable |
| 10,000 | | |
| 10,000 | |
Loans payable - related parties |
| 95,000 | | |
| 205,817 | |
Derivative liabilities |
| — | | |
| 5,164 | |
Total current and total liabilities |
| 2,248,656 | | |
| 4,403,148 | |
|
| | | |
| | |
STOCKHOLDERS' EQUITY (DEFICIENCY) |
| | | |
| | |
Series A 10% Convertible Preferred stock, $0.001 par value, |
| | | |
| | |
5,500,000 shares authorized; |
| | | |
| | |
885,000 issued and outstanding |
| 885 | | |
| 885 | |
Common stock, $0.001 par value; |
| | | |
| | |
200,000,000 shares authorized; |
| | | |
| | |
157,911,410 and 139,598,152 issued, respectively; |
| | | |
| | |
153,483,050 and 135,169,792 outstanding, respectively |
| 157,914 | | |
| 139,601 | |
Common stock to be issued; 0 and 10,367,094 shares |
| — | | |
| 402,040 | |
Additional paid-in capital |
| 9,787,578 | | |
| 8,897,799 | |
Accumulated deficit |
| (10,709,992 | ) | |
| (10,952,591 | ) |
Less: treasury stock; 4,428,360 shares at par |
| (4,428 | ) | |
| (4,428 | ) |
Total stockholders' equity (deficiency) |
| (768,043 | ) | |
| (1,516,694 | ) |
Total liabilities and stockholders' equity (deficiency) |
$ | 1,480,613 | | |
$ | 2,886,454 | |
See Notes to Consolidated Financial Statements.
RELGENICIN,
INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS
OF INCOME
|
Year | |
Year |
|
Ended | |
Ended |
|
September 30, | |
September 30, |
|
2015 | |
2014 |
Revenues |
$ | — | | |
$ | — | |
|
| | | |
| | |
Operating expenses |
| | | |
| | |
Research and development |
| 38,401 | | |
| — | |
General and administrative |
| 1,144,431 | | |
| 698,339 | |
Stock based compensation - general and administrative |
| 32,365 | | |
| 27,556 | |
Reversal of accounts payable - Lonza |
| (973,374 | ) | |
| — | |
Total operating expenses |
| 241,823 | | |
| 725,895 | |
Loss from operations |
| (241,823 | ) | |
| (725,895 | ) |
|
| | | |
| | |
Other income (expenses) |
| | | |
| | |
Interest expense, including
amortization of debt discounts and beneficial conversion features |
| (62,779 | ) | |
| (232,379 | ) |
Gain on sale of assets |
| 6,604,431 | | |
| — | |
Loss on other than a temporary
decline in fair value of investment |
| (2,700,000 | ) | |
| — | |
Gain (loss) on derivative liabilities |
| (528,230 | ) | |
| 269,396 | |
Total other income (expenses) |
| 3,313,422 | | |
| 37,017 | |
|
| | | |
| | |
Income (loss) before income tax |
| 3,071,599 | | |
| (688,878 | ) |
Income tax expense (benefit) |
| 2,829,000 | | |
| (2,829,000 | ) |
Net income |
| 242,599 | | |
| 2,140,122 | |
Preferred stock dividends |
| (70,800 | ) | |
| (70,800 | ) |
Net income attributable to common stockholders |
$ | 171,799 | | |
$ | 2,069,322 | |
|
| | | |
| | |
Income (loss) per share: |
| | | |
| | |
Basic |
$ | 0.00 | | |
$ | 0.02 | |
Diluted |
$ | 0.00 | | |
$ | 0.01 | |
|
| | | |
| | |
Weighted average number of shares outstanding |
| | | |
| | |
Basic |
| 153,262,851 | | |
| 132,966,528 | |
Diluted (2014 restated) |
| 162,114,351 | | |
| 156,025,784 | |
See Notes to Consolidated Financial Statements.
REGENICIN,
INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
|
| |
| |
| |
| |
Common Stock | |
Additional | |
| |
| |
|
|
Convertible Preferred Stock | |
Common Stock | |
To | |
Paid-in | |
Accumulated | |
Treasury | |
|
|
Shares | |
Amount | |
Shares | |
Amount | |
Be Issued | |
Capital | |
Deficit | |
Stock | |
Total |
Balances at October 1, 2013 |
| 885,000 | | |
$ | 885 | | |
| 120,159,009 | | |
$ | 120,160 | | |
$ | 334,968 | | |
$ | 8,501,390 | | |
$ | (13,092,713 | ) | |
$ | (4,428 | ) | |
$ | (4,139,738 | ) |
Preferred stock dividends |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (70,800 | ) | |
| — | | |
| — | | |
| (70,800 | ) |
Shares issued in connection with conversion of debt and accrued interest |
| — | | |
| — | | |
| 17,440,392 | | |
| 17,441 | | |
| (41,613 | ) | |
| 240,975 | | |
| — | | |
| — | | |
| 216,803 | |
Shares issued for consulting expenses accrued in prior period |
| — | | |
| — | | |
| 1,038,751 | | |
| 1,040 | | |
| — | | |
| 34,811 | | |
| — | | |
| — | | |
| 35,851 | |
Shares issued for exercise of warrant |
| — | | |
| — | | |
| 960,000 | | |
| 960 | | |
| — | | |
| (320 | ) | |
| — | | |
| — | | |
| 640 | |
Shares to be issued in connection with conversion of debt and accrued interest |
| — | | |
| — | | |
| — | | |
| — | | |
| 108,685 | | |
| — | | |
| — | | |
| — | | |
| 108,685 | |
Reversal of derivative liabilities to equity |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 84,070 | | |
| — | | |
| — | | |
| 84,070 | |
Beneficial conversion features and warrant value on bridge financing |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 75,000 | | |
| — | | |
| — | | |
| 75,000 | |
Stock compensation expense |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 27,556 | | |
| — | | |
| — | | |
| 27,556 | |
Issuance of warrant to Cristoforo for Note #31A |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,117 | | |
| — | | |
| — | | |
| 5,117 | |
Net income |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 2,140,122 | | |
| — | | |
| 2,140,122 | |
Balances at September 30, 2014 |
| 885,000 | | |
| 885 | | |
| 139,598,152 | | |
| 139,601 | | |
| 402,040 | | |
| 8,897,799 | | |
| (10,952,591 | ) | |
| (4,428 | ) | |
| (1,516,694 | ) |
Preferred stock dividends |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (70,800 | ) | |
| — | | |
| — | | |
| (70,800 | ) |
Shares issued in connection with conversion of debt and accrued interest |
| — | | |
| — | | |
| 7,920,291 | | |
| 7,920 | | |
| 0 | | |
| 3,171 | | |
| — | | |
| — | | |
| 11,091 | |
Issuance of common stock |
| — | | |
| — | | |
| 10,392,967 | | |
| 10,393 | | |
| (402,040 | ) | |
| 391,649 | | |
| — | | |
| — | | |
| 2 | |
Write off of derivative from payoff of host convertible debt |
| — | | |
| — | | |
| — | | |
| — | | |
| 0 | | |
| 165,072 | | |
| — | | |
| — | | |
| 165,072 | |
Derivative liabilities |
| — | | |
| — | | |
| — | | |
| — | | |
| 0 | | |
| 368,322 | | |
| — | | |
| — | | |
| 368,322 | |
Stock compensation expense |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 32,365 | | |
| — | | |
| — | | |
| 32,365 | |
Net income |
| — | | |
| — | | |
| — | | |
| — | | |
| 0 | | |
| — | | |
| 242,599 | | |
| — | | |
| 242,599 | |
Balances at September 30, 2015 |
| 885,000 | | |
$ | 885 | | |
| 157,911,410 | | |
$ | 157,914 | | |
$ | — | | |
$ | 9,787,578 | | |
$ | (10,709,992 | ) | |
$ | (4,428 | ) | |
$ | (768,043 | ) |
See Notes to Consolidated
Financial Statements.
REGENICIN,
INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Year | |
Year |
|
Ended | |
Ended |
|
September 30, | |
September 30, |
|
2015 | |
2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
| | | |
| | |
Net income |
$ | 242,599 | | |
$ | 2,140,122 | |
Adjustments to
reconcile net income to net cash used in operating activities: |
| | | |
| | |
Deferred income taxes |
| 2,829,000 | | |
| (2,829,000 | ) |
Unrealized loss on investment |
| 2,700,000 | | |
| — | |
Amortization of debt discounts |
| 7,675 | | |
| 155,576 | |
Accrued interest on notes and loans payable |
| (2,704 | ) | |
| 77,301 | |
Amortization of beneficial conversion features |
| — | | |
| 54,545 | |
Original interest discount on convertible note payable |
| — | | |
| 4,782 | |
Stock based compensation - G&A |
| 32,365 | | |
| 27,556 | |
(Gain) loss on derivative liabilities |
| 528,230 | | |
| (269,393 | ) |
Gain on sale of assets |
| (6,604,431 | ) | |
| — | |
Reversal of accounts payable |
| (973,374 | ) | |
| — | |
Other gain related to derivative liabilities |
| — | | |
| (63,095 | ) |
Expenses paid directly by officer |
| 95,000 | | |
| — | |
Changes in operating assets and liabilities |
| | | |
| | |
Prepaid expenses and other current assets |
| (69,774 | ) | |
| 68,486 | |
Accounts payable |
| (380,251 | ) | |
| 1,124 | |
Accrued expenses |
| (401,020 | ) | |
| 420,151 | |
Net cash used in operating activities |
| (1,996,685 | ) | |
| (211,845 | ) |
|
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES |
| | | |
| | |
Proceeds from sale of assets |
| 3,600,000 | | |
| — | |
Purchase of Intangible |
| (10,000 | ) | |
| — | |
Net cash provided by financing activities |
| 3,590,000 | | |
| — | |
|
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES |
| | | |
| | |
Proceeds from the issuance of notes payable |
| — | | |
| 100,000 | |
Repayments of notes payable |
| (275,000 | ) | |
| — | |
Proceeds from loans from related parties |
| 23,330 | | |
| 143,507 | |
Repayments of loans from related party |
| (229,147 | ) | |
| (2,090 | ) |
Repayments of notes payable - insurance financing |
| (51,613 | ) | |
| (52,220 | ) |
Proceeds from the sale of common stock |
| — | | |
| 640 | |
Net cash (used in) provided by financing activities |
| (532,430 | ) | |
| 189,837 | |
|
| | | |
| | |
NET INCREASE (DECREASE) IN CASH |
| 1,060,885 | | |
| (22,008 | ) |
CASH - BEGINNING OF PERIOD |
| 492 | | |
| 22,500 | |
CASH - END OF PERIOD |
$ | 1,061,377 | | |
$ | 492 | |
|
| | | |
| | |
Supplemental disclosures of cash flow information: |
| | | |
| | |
Cash paid for interest |
$ | 107,830 | | |
$ | 4,453 | |
Cash paid for taxes |
$ | — | | |
$ | — | |
|
| | | |
| | |
Non-cash activities: |
| | | |
| | |
Sale of assets |
$ | 6,600,000 | | |
$ | — | |
Common Stock of Amarantus received |
| (3,000,000 | ) | |
| — | |
Cash received |
$ | 3,600,000 | | |
$ | — | |
Preferred stock dividends |
$ | 70,800 | | |
$ | 70,800 | |
Shares issued/to be issued in connection with conversion of debt and accrued interest |
$ | 11,091 | | |
$ | 304,874 | |
Beneficial conversion feature and warrant value on bridge financing |
$ | — | | |
$ | 75,000 | |
Derivative liabilities reclassified to additional paid-in capital |
$ | 533,394 | | |
$ | 104,684 | |
Common stock issued for accrued expenses |
$ | — | | |
$ | 35,851 | |
See Notes to Consolidated Financial Statements.
REGENICIN, INC. AND
SUBSIDIARY
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE
A - THE COMPANY
Windstar,
Inc. was incorporated in the state of Nevada on September 6, 2007. On July 19, 2010, the Company amended its Articles of Incorporation
to change the name of the Company to Regenicin, Inc. (“Regenicin”). In September 2013, Regenicin formed a new wholly-owned
subsidiary for the sole purpose of conducting research in the State of Georgia (together, the “Company”). The subsidiary
has no activity since its formation due to the lack of funding.
The
Company’s original business was the development of a purification device. Such business was assigned to the Company’s
former management in July 2010.
The
Company adopted a new business plan and intended to develop and commercialize a potentially lifesaving technology by the
introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of
burns, chronic wounds and a variety of plastic surgery procedures.
The
Company entered into a Know-How License and Stock Purchase Agreement (the “Know-How SPA”) with Lonza Walkersville,
Inc. (“Lonza Walkersville”) on July 21, 2010. Pursuant to the terms of the Know-How SPA, the Company paid Lonza Walkersville
$3,000,000 and, in exchange, the Company was to receive an exclusive license to use certain proprietary know-how and information
necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for the commercial sale of
technology held by the Cutanogen Corporation (“Cutanogen”), a subsidiary of Lonza Walkersville. Additionally, pursuant
to the terms of the Know-How SPA, the Company was entitled to receive certain related assistance and support from Lonza Walkersville
upon payment of the $3,000,000. Under the Know-How SPA, once FDA approval was secured for the commercial sale of the technology,
the Company would be entitled to acquire Cutanogen, Lonza Walkersville’s subsidiary, for $2,000,000 in cash.
After
prolonged attempts to negotiate disputes with Lonza Walkersville failed, on September 30, 2013, the Company filed a lawsuit against
Lonza Walkersville, Lonza Group Ltd. and Lonza America, Inc. (“Lonza America”) in Fulton County Superior Court in
the State of Georgia.
On
November 7, 2014, the Company entered into an Asset Sale Agreement (the “Sale Agreement”) with Amarantus Bioscience
Holdings, Inc., (“Amarantus”). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights
and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza
Walkersville and Lonza America, Inc. (the “Lonza Litigation”). This includes all of the Cutanogen intellectual property
rights and any Lonza manufacturing know-how technology. In addition, the Company agreed to sell the PermaDerm® trademark and
related intellectual property rights associated with it. The purchase price paid by Amarantus was: (i) $3,600,000 in cash, and
(ii) shares of common stock in Amarantus having a value of $3,000,000. See Note C for a further discussion.
The
Company intends to use the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval
of the products through the U.S. Food and Drug Administration. We have been developing our own unique cultured skin substitute
since we received Lonza’s termination notice.
NOTE
B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation:
The
accompanying consolidated financial statements include the accounts of Regenicin and its wholly-owned subsidiary. All significant
inter-company balances and transactions have been eliminated.
Reclassifications:
Dividends payable have been reclassified from accrued expenses in the 2014 balance sheet to conform to
the 2015 presentation.
Going
Concern:
The
Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which
contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred
cumulative losses of approximately $11 million from inception, expects to incur further losses in the development of its business
and has been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These
conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company intends on using the
proceeds from the Asset Sale to fund operations. Once the funds are exhausted, management plans to finance operations through
the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether
the Company will be able to obtain such financing. The consolidated financial statements do not include any adjustment relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.
Development
Stage Activities and Operations:
In
June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic
915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in
Topic 810, Consolidation ” (“ASU 2014-10”). ASU 2014-10 eliminates the distinction of a development stage
entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements
of operations, cash flows and stockholders’ deficiency. The amendments in ASU 2014-10 will be effective prospectively for
annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however, early adoption
is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014. The Company’s
consolidated financial statements will be impacted by the adoption of ASU 2014-10 primarily by the removal of inception-to-date
information in the Company’s consolidated statements of operations, cash flows, and stockholders’ deficiency.
Intangible
assets:
Intangible
assets, which include purchased licenses, patents and patent rights, are stated at cost and amortized using the straight-line
method over their useful lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis,
whichever is greater (see Note D). Such amortization will begin once the Company has a saleable product. As discussed below
in Note C, the Company sold its intangible assets on November 7, 2014. Costs of internally developing intangibles (i.e. trademarks) are expensed as incurred and included in general and administrative
expenses.
The
Company reviews intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying
amount of such an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount
to the future undiscounted cash flows the assets are expected to generate. If such assets are considered impaired, the impairment
to be recognized is equal to the amount by which the carrying value of the assets exceeds their fair value determined by either
a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. In assessing recoverability,
the Company must make assumptions regarding estimated future cash flows and discount factors. If these estimates or related assumptions
change in the future, the Company may be required to record impairment charges.
Research
and development:
Research
and development costs are charged to expense as incurred.
Income
per share:
Basic
income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the
period. Diluted loss per share give effect to dilutive convertible securities, options, warrants and other potential common stock
outstanding during the period, only in periods in which such effect is dilutive. The following table summarizes the components
of the income per common share calculation:
|
Year Ended
September 30, |
|
2015 | |
2014 |
Income
Per Common Share - Basic: |
| |
|
Net
income available to common stockholders |
$ | 171,799 | | |
$ | 2,069,322 | |
Weighted-average
common shares outstanding |
| 153,262,851 | | |
| 132,966,528 | |
Basic
income per share |
$ | 0.00 | | |
$ | 0.02 | |
Income Per Common Share - Diluted: |
| | | |
| | |
Net
income |
$ | 171,799 | | |
$ | 2,069,322 | |
Weighted-average
common shares outstanding |
| 153,262,851 | | |
| 132,966,528 | |
Convertible
preferred stock (2014 restated) |
| 8,850,000 | | |
| 8,850,000 | |
Stock
options |
| 1,500 | | |
| — | |
Convertible
debentures |
| ---- | | |
| 14,209,256 | |
Weighted-average
common shares outstanding and common share equivalents (2014 restated) |
| 162,114,351 | | |
| 156,025,784 | |
Diluted
income per share |
$ | 0.00 | | |
$ | .01 | |
The
following securities have been excluded from the calculation of net loss per share, as their effect would be anti-dilutive:
| |
Shares
of Common Stock |
| |
Issuable
upon Conversion/Exercise |
| |
as
of September 30, |
| |
2015 | |
2014 |
| Options | | |
| 5,542,688 | | |
| 5,542,688 | |
| Warrants | | |
| 3,611,167 | | |
| 3,611,167 | |
Financial
Instruments and Fair Value Measurement:
The
Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs, used in the
valuation methodologies in measuring fair value:
• |
Level 1 - Observable inputs
that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
• |
Level 2 - Observable inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can
be corroborated by observable market data for substantially the full term of the assets or liabilities. |
• |
Level 3 - Unobservable inputs which are supported
by little or no market activity. |
The
fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value.
The
carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes
payable in the Company’s consolidated balance sheets approximated their values as of and September 30, 2015 and 2014 due
to their short-term nature.
Common
stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such
investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the
guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in
net income. Unrealized gains and losses considered to be temporary are reported as other comprehensive income loss and
are included in equity. Other than temporary declines in the fair value of investment is included in Other Income (Loss) on
the statement of income.
The
common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation
methodology is considered to be using Level 1 inputs. The common stock of Amarantus was restricted from sale for six months from acquisition pursuant to Security and Exchange Commission
Rule 144. The restrictive period has lapsed. The total value of Amarantus common stock at September 30, 2015 is $300,000.
The unrealized loss for the year ended September 30, 2015 was $2,700,000 and is considered to be an other than temporary decline
in fair value. As such, the loss has been reported on the statement of income for the year ended September 30, 2015.
The
Company issued notes payable that contained conversion features which were accounted for separately as derivative
liabilities and measured at fair value on a recurring basis. Changes in fair value are charged to other income (expenses) as
appropriate. The fair value of the derivative liabilities was determined based on Level 2 inputs utilizing observable quoted
prices for similar instruments in active markets and observable quoted prices for identical or similar instruments in markets
that are not very active. Derivative liabilities totaled $-0- and $5,164 as of September 30, 2015 and 2014, respectively. See
Note G - Notes Payable - Convertible Promissory Notes for additional information.
Use
of Estimates:
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Such estimation includes the selection of assumptions underlying the calculation of the
fair value of options. Actual results could differ from those estimates.
Stock-Based
Compensation:
The
Company accounts for stock-based compensation in accordance with FASB ASC 718, “Compensation - Stock Compensation.”
Under the fair value recognition provision of the ASC, stock-based compensation cost is estimated at the grant date based on the
fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option pricing
model.
The
Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance
with FASB ASC 505, “Equity.” Costs are measured at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of
performance by the provider of goods or services as defined by ASC 505.
Income
Taxes:
The
Company accounts for income taxes in accordance with accounting guidance FASB ASC 740, "Income Taxes," which
requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement
carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are
expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax
liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be
realized.
The
Company has adopted the provisions of FASB ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC
clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC
prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition.
Recently
Issued Accounting Pronouncements:
In
May 2014, the FASB issued ASU 2014-09—Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).
ASU 2014-09 supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition. The
core principle of the revenue model is that an entity recognizes 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
and services. In applying the revenue model to contracts within its scope, an entity will need to (i) identify the contract(s)
with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate
the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies
a performance obligation. On July 9, 2015, the FASB extended the effective date of adoption of the standard to interim reporting
periods within annual reporting periods beginning after December 15, 2017 (that is, beginning in the first interim period
within the year of adoption). Early adoption of the standard is permitted for all entities for interim and annual periods beginning
after December 15, 2016.
In
June 2014, ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”) was issued. Before the issuance
of ASU 2014-15, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial
doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This guidance
is expected to reduce the diversity in the timing and content of footnote disclosures. ASU 2014-15 requires management to assess
an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently
in U.S. auditing standards as specified in the guidance. ASU 2014-15 becomes effective for the annual period ending at December
15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effects
of adopting ASU 2014-15 on its consolidated financial statements but the adoption is not expected to have a significant impact.
In
February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) (“ASU 2015-02”), to address financial
reporting considerations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015-02 is effective
for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. We are evaluating the
impact of ASU 2015-02 and if early adoption is appropriate in future reporting periods.
In
April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”),
as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to
a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability,
consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim
periods within those fiscal years.
In
November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”),
which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet.
The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred
tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years
beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities
as of the beginning of an interim or annual reporting period. We do not expect the impact of ASU 2015-17 to be material to our
consolidated financial statements.
All
other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either
not applicable or are not expected to be significant to the condensed financial statements of the Company.
NOTE
C - SALE OF ASSET
On
November 7, 2014, the Company entered into a Sale Agreement with Amarantus, Clark Corporate Law Group LLP ("CCLG") and
Gordon & Rees, LLP (“Gordon & Rees”). Under the Sale Agreement, the Company agreed to sell to Amarantus all
of its rights and claims in the Lonza Litigation. These include all of the Cutanogen intellectual property rights and any Lonza
manufacturing know-how technology. In addition, the Company has agreed to sell its PermaDerm® trademark and related intellectual
property rights associated with it. The purchase price to be paid by Amarantus was of: (i) $3,500,000 in cash, and (ii) shares
of common stock in Amarantus having a value of $3,000,000. A portion of the cash purchase price is allocated to repay debt. On
January 30, 2015, the agreement was amended whereby the cash portion of the purchase price was increased by $100,000 to $3,600,000
and the final payment was extended to February 20, 2015. The final payment of $2,500,000 was received on February 24, 2015.
The
payments to CCLG, satisfied in full the obligations owed to CCLG under its secured promissory note. The $3,000,000 in Amarantus
common stock was satisfied by the issuance of 37,500,000 shares of Amarantus common stock from Amarantus to the Company. In addition
to the sale price, Amarantus paid Gordon & Rees $450,000 at closing. The payment to Gordon & Rees was to satisfy in full
all contingent litigation fees and costs owed to Gordon & Rees in connection with the Lonza Litigation.
During
fiscal 2015, the Company recorded a gain on sale of assets in the amount of $6,604,431. In addition, as a result of the Sale Agreement,
the Company determined that it is no longer liable for accounts payable to Lonza in the amount of $973,374. The liability has
been reversed and is included in operating expenses as an item of income.
The
Company also granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment
of patients designated as severely burned by the FDA developed by the Company. Amarantus can exercise this option at a cost of
$10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million.
NOTE
D - INTANGIBLE ASSETS
As
discussed in Note A, the Company paid $3,000,000 to Lonza in 2010 to purchase an exclusive know-how license and assistance in
gaining FDA approval. The $3,000,000 payment was recorded as an intangible asset. Due to ongoing disputes and pending any settlement
of the lawsuit, the Company subsequently determined that the value of the intangible asset and related intellectual property had
been fully impaired. As a result, the balance of the intangible asset was $-0- at September 30, 2014.
In
August 2010, the Company paid $7,500 and obtained the rights to the trademarks PermaDerm® and TempaDerm® from KJR-10 Corp.
As
discussed above in Note C, the Company sold its intangible assets on November 7, 2014. At September 30, 2015 and 2014, intangible
assets totaled $-0- and $7,500, respectively.
NOTE
E - ACCRUED EXPENSES
Accrued
expenses consisted of the following:
|
September
30, |
|
2015 | |
2014 |
Registration
penalty |
$ | 250,203 | | |
$ | 250,203 | |
Salaries
and payroll taxes |
| 784,251 | | |
| 1,163,389 | |
Professional
fees |
| 194,590 | | |
| 216,472 | |
Interest |
| 57,342 | | |
| 110,026 | |
|
$ | 1,286,386 | | |
$ | 1,740,090 | |
NOTE
F - LOANS PAYABLE
Loan
Payable:
In
February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both September 30, 2015
and 2014, the loan payable totaled $10,000.
Loans
Payable - Related Parties:
In
October 2011, Craig Eagle, a director of the Company, made advances to the Company. The loan bore interest at 5% and was due on
demand. At September 30, 2014, the loan balance was $38,221 and was repaid in April 2015.
John
Weber, the Company’s Chief Financial Officer, has made advances to the Company. The loan bore interest at 5% and was due
on demand. At September 30, 2014, the loan balance was $122,100 and was repaid in April 2015.
Randall
McCoy, the Company’s Chief Executive Officer, has made advances to the Company. The loan bears interest at 5% and is due
on demand. During the year ended September 30, 2015, $95,000 of Company expenses paid directly by McCoy were submitted for reimbursement.
These expenses had not been reimbursed to McCoy by a former underwriter. At September 30, 2015 and 2014, the loan balance was
$95,000 and $8,500, respectively.
In
March through September 2014, the Company received other advances from related parties totaling $35,696. The loans bore interest
at 5% and were due on demand. At September 30, 2014 the loan balances were $36,996 and were repaid in April 2015.
At
September 30, 2015 and 2014, loans payable - related parties totaled $95,000 and $205,817, respectively.
NOTE
G - NOTES PAYABLE
Note
Payable - Insurance Financing:
In
September 2014, the Company renewed its policy and financed premiums totaling $51,613. The note required an initial down payment
of $10,322 and was payable over a nine-month term. The note was paid in full in June 2015 in accordance with the original terms.
The balance of the loan was $51,613 at September 30, 2014.
Bridge
Financing:
On
December 21, 2011, the Company issued a $150,000 promissory note (“Note 2”) to an individual. Note 2 bore interest
so that the Company would repay $175,000 on the maturity date of June 21, 2012, which correlated to an effective rate of 31.23%.
Additional interest of 10% will be charged on any late payments. Note 2 was not paid at the maturity date and the Company is incurring
additional interest described above. At both September 30, 2015 and 2014, the Note 2 balance was $175,000.
In
May 2013, the Company issued a convertible promissory note (“Note 29”) totaling $25,000 to an individual. Note 29
bore interest at the rate of 8% per annum and was due in November 2013. Note 29 and accrued interest thereon were convertible
into shares of common stock at the rate of $0.05 per share and automatically converted on the maturity date unless paid sooner
by the Company. The Company did not record a discount for the conversion feature as the conversion price was greater than the
price of the common stock on the issuance date. At maturity, the principal and interest were scheduled to convert to 520,055 shares
of common stock but the individual waived the conversion of the principal and accrued interest. At September 30, 2014 the Note
29 balance was $25,000. In February 2015 the note was repaid full.
In
August 2013, the Company issued convertible promissory notes (“Note 35-36”) totaling $250,000 to two individuals.
The notes bore interest at the rate of 8% per annum and were due in August 2014. The principal and accrued interest thereon were
convertible into shares of common stock at the rate of $0.03 per share and automatically convert on the maturity dates unless
paid sooner by the Company. The Company did not record discounts for the conversion features as the conversion prices were greater
than the prices of the common stock on the issuance dates. At maturity, the principal and interest were scheduled to automatically
convert into 4,500,000 shares of common stock but the individuals waived the conversion of the principal and accrued interest.
At September 30, 2014, the balance of Notes 35-36 was $250,000. In February 2015 the notes were repaid full.
On
December 31, 2013, the Company issued a convertible promissory note (“Note 37”) totaling $75,000 to an individual.
The note bore interest at the rate of 8% per annum and was due in May 2014. The principal and accrued interest thereon were convertible
into shares of common stock at the rate of $0.02 per share and automatically converted on the maturity date unless paid sooner
by the Company. In addition, at the date of conversion, the Company was to issue a two-year warrant to purchase an additional
937,500 shares of common stock at $0.25 per share. The warrant has not been issued. For financial reporting purposes, the Company
recorded discounts of $20,455 to reflect the value of the warrant and a discount of $54,545 to reflect the value of the beneficial
conversion feature. The discount was amortized over the term of Note 37. At maturity, the principal and interest automatically
converted and the Company subsequently issued 3,874,110 shares of common stock on March 31, 2015.
Convertible
Promissory Notes:
Lender
In October 2012, the Company issued a promissory note to a financial institution (the “Lender”) to borrow up to a
maximum of $225,000. The note bore interest so that the Company would repay a maximum of $250,000 at maturity, which correlated
to an effective rate of 10.59%. From inception until February 2014, the Company received $175,000 including $25,000 during the
year ended September 30, 2014. Material terms of the note include the following:
1.
The Lender may make additional loans in such amounts and at such dates at its sole discretion.
2.
The maturity date of each loan is one year after such loan is received.
3.
The original interest discount is prorated to each loan received.
4.
Principal and accrued interest is convertible into shares of the Company’s common stock at the lesser of $0.069 or 65%-70%
(as defined) of the lowest trading price in the 25 trading days previous to the conversion.
5.
Unless otherwise agreed to in writing by both parties, at no time can the Lender convert any amount of the principal and/or accrued
interest owed into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding.
6.
There is a one-time interest payment of 10% of amounts borrowed that is due at the maturity date of each loan.
7.
At all times during which the note is convertible, the Company shall reserve from its authorized and unissued common stock to
provide for the issuance of common stock under the full conversion of the promissory note. The Company will at all times reserve
at least 13,000,000 shares of its common stock for conversion.
8.
The Company agreed to include on its next registration statement it files, all shares issuable upon conversion of balances due
under the promissory note. Failure to do so would result in liquidating damages of 25% of the outstanding principal balance of
the promissory note but not less than $25,000.
The
balance of the notes was $9,592 at September 30, 2014. In October 2014, the remaining balance due on these notes of $9,592
plus accrued interest of $1,499 was converted into 7,920,291 shares of the Company’s common stock.
The
conversion feature contained in the promissory note is considered to be an embedded derivative. The Company bifurcated the
conversion feature and recorded a derivative liability on the consolidated balance sheet. The Company recorded the derivative
liability equal to its estimated fair value. Such amount was also recorded as a discount to the convertible promissory note
and is being amortized to interest expense using the effective interest method. For the years ended September 30, 2015 and
2014 amortization of the debt discount amounted to $7,675 and $64,675, respectively. At September 30, 2014 the
unamortized discount was $7,675.
The
Company is required to mark-to-market the derivative liability at the end of each reporting period. For the year ended September
30, 2014 the Company recorded a loss on the change in fair value of the conversion option of $76,149 and as of September 30, 2014
the fair value of the conversion option was $5,163.
CCLG
In May 2013, the Company issued a convertible promissory note totaling
$293,700 to “CCLG” in lieu of amounts payable. The note bears interest at the rate of 12% per annum and was originally
due November 21, 2013. The maturity date of the note was extended to February 21, 2014 and extended again to August 31, 2014.
The note is secured by all of the assets of the Company. The note and accrued interest are convertible into shares of common stock
at a conversion rate of the lower of $0.04 per share or 80% of the average of the lowest three trading prices in the 20 trading
days previous to the conversion but the number of shares that can be issued is limited as defined in the note agreement. In addition,
the Company issued a five-year warrant to purchase an additional 50,000 shares of common stock at a per share exercise price of
the lower of $0.04 per share or 80% of the average of the lowest three trading prices in the 20 trading days previous to the conversion.
The note was not paid at the maturity date but no action was taken by CCLG. For the period from October 1, 2014 through February
2015, the Company repaid the total amount outstanding.
The
conversion features contained in the promissory note and the warrant are considered to be embedded derivatives. The Company
bifurcated the conversion features and recorded derivative liabilities on the consolidated balance sheet. The Company
recorded the derivative liabilities equal to their estimated fair value of $153,300. Such amount was also recorded as a
discount to the convertible promissory note and was amortized to interest expense using the effective interest method. For
the year ended September 30, 2015 and 2014, amortization of the debt discount amounted to$-0- and $64,104,
respectively. At September 30, 2014, the unamortized discount is $-0-.
The
Company is required to mark-to-market the derivative liabilities at the end of each reporting period. For the year ended September
30, 2015 and 2014, the Company recorded a gain (loss) on the change in fair value of the conversion option of $(533,393) and $193,247,
respectively, and as of September 30, 2015 and 2014, the fair value of the conversion option was $-0-.
At
September 30, 2015 and 2014 the balance of the convertible notes was $-0- and $293,700, net of unamortized discounts of $-0-
and $7,675, respectively.
NOTE H
- RELATED PARTY TRANSACTIONS
Officers:
The
Company’s principal executive offices are located in Little Falls, New Jersey. The headquarters is located in the offices
of McCoy Enterprises LLC, an entity controlled by Mr. McCoy. The office is attached to his residence but has its own entrances,
restroom and kitchen facilities.
The
Company also maintains an office in Pennington, New Jersey, which is the materials and testing laboratory. This office is owned
by Materials Testing Laboratory, and the principal is an employee of the Company.
No
rent is charged for either premise.
NOTE I
- INCOME TAXES
The
Company did not incur current tax expense for both the years ended September 30, 2015 and 2014. The provision for income taxes
and income tax benefits for the years ended September 30, 2015 and 2014, respectively represents deferred taxes.
At
September 30, 2015, the Company had available approximately $4.2 million of net operating loss carry forwards which expire in
the years 2029 through 2034. However, the use of the net operating loss carryforwards generated prior to September 30, 2011
totaling $0.7 million is limited under Section 382 of the Internal Revenue Code. Section 382 of the Internal Revenue Code of 1986,
as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s
NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code.
Significant
components of the Company’s deferred tax assets at September 30, 2015 and 2014 are as follows:
|
2015 | |
2014 |
Net operating
loss carry forwards |
$ | 2,574,628 | | |
$ | 2,850,535 | |
Unrealized loss |
| 1,080,000 | | |
| — | |
Intangible assets |
| — | | |
| 1,200,000 | |
Stock based compensation |
| 227,201 | | |
| 355,265 | |
Accrued
expenses |
| 355,265 | | |
| 539,912 | |
Total deferred tax
assets |
| 4,237,094 | | |
| 4,945,712 | |
Valuation
allowance |
| (4,237,094 | ) | |
| (2,116,712 | ) |
Net
deferred tax assets |
$ | — | | |
$ | 2,829,000 | |
Due
to the uncertainty of their realization, a valuation allowance has been established for all of the income tax benefit as of
September 30, 2015 and a portion of the deferred income tax benefit as of September 30, 2014 for these deferred tax assets.
The
following is a reconciliation of the Company’s income tax rate using the federal statutory rate to the actual income tax
rate as of September 30, 2015 and 2014:
|
2015 | |
2014 |
Federal
tax rate |
| 34 | % | |
| (34 | )% |
Effect of state taxes |
| 6 | % | |
| (6 | )% |
Adjustment of valuation
allowance |
| 92 | % | |
| (412) | % |
Permanent differences |
| 7 | % | |
| 3 | % |
Net
operating loss carry forward |
| (47 | )% | |
| 37 | % |
Total |
| 92 | % | |
| (412) | % |
At
September 30, 2015 and 2014, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations
were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve
months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense.
As of September 30, 2015 and 2014, the Company has not recorded any provisions for accrued interest and penalties related to uncertain
tax positions.
The
Company files its federal income tax returns under a statute of limitations. The 2012 through 2015 tax years generally remain
subject to examination by federal tax authorities. The Company has not filed any of its state income tax returns since inception.
Due to recurring losses, management believes that once such returns are filed, the Company would incur state minimum tax liabilities
that were not deemed material to accrue.
NOTE
J - STOCKHOLDERS’ DEFICIENCY
Preferred
Stock:
Series
A
Series
A Preferred pays a dividend of 8% per annum on the stated value and has a liquidation preference equal to the stated value of
the shares. Each share of Preferred Stock has an initial stated value of $1 and was convertible into shares of the Company’s
common stock at the rate of 10 for 1.
The
dividends are cumulative commencing on the issue date whether or not declared. Dividends amounted to $70,800 and $70,800 for the
years ended September 30, 2015 and 2014, respectively. At September 30, 2015 and 2014, dividends payable totaled $322,042 and
$251,242, respectively.
At
both September 30, 2015 and 2014, 885,000 shares of Series A Preferred were outstanding.
Series
B
On
January 23, 2012, the Company designated a new class of preferred stock called Series B Convertible Preferred Stock (“Series
B Preferred”). Four million shares have been authorized with a liquidation preference of $2.00 per share. Each share of
Series B Preferred is convertible into ten shares of common stock. Holders of Series B Convertible Preferred Stock have a right
to a dividend (pro-rata to each holder) based on a percentage of the gross revenue earned by the Company in the United States,
if any, and the number of outstanding shares of Series B Convertible Preferred Stock, as follows: Year 1 - Total Dividend to all
Series B holders = .03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders = .02 x Gross Revenue in the
U.S. Year 3 - Total Dividend to all Series B holders = .01 x Gross Revenue in the U.S. At September 30, 2015, no shares of Series
B Preferred are outstanding.
Common
Stock Issuances:
2014
Transactions
| 1. | The
Company issued 2,600,000 shares of its common stock for the conversion of notes payable
issued under the Bridge Financing and accrued interest. |
| 2. | The
Company issued 14,840,392 shares of common stock for the conversion of principal and
accreted interest owed to the Lender. |
| 3. | The
Company issued 960,000 shares of common stock for the exercise of a warrant. |
| 4. | On
December 24, 2013, the Company issued 1,038,751 shares of its common stock as a finder’s
fee to an entity for introducing investors and/or lenders who provided funding to the
Company in fiscal 2013. The shares were valued at $35,851. |
2015
Transactions
| 1. | The
Company issued 7,920,291 shares of its common stock for the conversion of principal and
accreted interest owed to the Lender. $7,920 was credited to common stock and $3,171
to additional paid in capital. |
| 2. | The
Company issued 10,392,967 shares of its common stock that had previously been classified
as common stock to be issued upon conversion of principal and accrued interest owed to
lenders. $10,393 was credited to common stock and $402,040 was credited to additional
paid in capital. |
2010
Incentive Plan:
On
December 15, 2010, the board of directors approved the Regenicin, Inc. 2010 Incentive Plan (the “Plan”). The Plan
provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock,
stock units, performance shares and performance units to the Company’s employees, officers, directors and consultants, including
incentive stock options, non-qualified stock options, restricted stock, and other benefits. The Plan provides for the issuance
of up to 4,428,360 shares of the Company’s common stock.
On
January 6, 2011, the Company approved the issuance of 885,672 options to each of the four members of the board of directors at
an exercise price of $0.62 per share. The options originally vested over a three-year period and expire on December 22, 2015.
On May 11, 2011, the terms of the options were amended to allow for immediate vesting. On December 10, 2013, the exercise price
of the options was changed to $0.035 per share. As a result, the Company revalued the options as
required under generally accepted accounting principles and recognized an expense of $27,556. The options were revalued utilizing
the Black-Scholes option pricing model with the following assumptions: exercise price: $0.035 - $0.62; expected volatility: 20.71%;
risk-free rate: 0.13% - 0.14%; expected term: 1 year.
On
January 15, 2015, the Company entered into a stock option agreement with an officer of the Company. The agreement grants the
Officer an option to purchase 10 million shares of common stock at $0.02 per share. The agreement expires on January 15,
2019. The options were valued utilizing the Black-Scholes option pricing model with the following assumptions: exercise
price: $0.02; expected volatility: 22.16%; risk-free rate: .75%; expected term: 3 years. The grant date fair value per share
was $0.003 and the options vest immediately.
Expected
life is determined using the “simplified method” permitted by Staff Accounting Bulletin No. 107. The stock volatility
factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Company’s common stock
as the Company’s common stock had not been trading for the sufficient length of time to accurately compute its volatility
when these options were issued.
Stock
based compensation amounted to $32,365 and $27,556 for the year ended September 30, 2015 and 2014, respectively.
Option
activity for 2014 and 2015 is summarized as follows:
| |
| |
Weighted |
| |
| |
Average |
| |
Options | |
Exercise Price |
| Options outstanding, October 1, 2013 | | |
| 5,542,688 | | |
$ | 0.19 | |
| Granted | | |
| | | |
| | |
| Forfeited | | |
| | | |
| | |
| Options outstanding, September 30, 2014 | | |
| 5,542,688 | | |
$ | 0.19 | |
| | | |
| | | |
| | |
| Granted | | |
| 10,000,000 | | |
$ | 0.02 | |
| Forfeited | | |
| | | |
| | |
| Options outstanding, September 30, 2015 | | |
| 15,542,688 | | |
$ | 0.08 | |
| | | |
| | | |
| | |
| Aggregate intrinsic value | | |
$ | 0.00 | | |
| | |
The
aggregate intrinsic value was calculated based on the positive difference between the closing market price of the Company’s
Common Stock and the exercise price of the underlying options.
The
following table summarizes information regarding stock options outstanding at September 30, 2015:
| |
| |
Weighted Average Remaining | |
Options Exercisable Weighted Average |
Ranges of prices | |
Number Outstanding | |
Contractual Life | |
Exercise Price | |
Number Exercisable | |
Exercise Price |
$ | 0.020 | | |
| 10,000,000 | | |
| 4.29 | | |
$ | 0.020 | | |
| 10,000,000 | | |
$ | 0.020 | |
$ | 0.035 | | |
| 3,542,688 | | |
| .27 | | |
$ | 0.035 | | |
| 3,542,688 | | |
$ | 0.035 | |
$ | 0.460 | | |
| 2,000,000 | | |
| .14 | | |
| 0.460 | | |
| 2,000,000 | | |
| 0.460 | |
| $0.020-$0.46 | | |
| 15,542,688 | | |
| 2.84 | | |
$ | 0.080 | | |
| 15,542,688 | | |
$ | 0.080 | |
As
of September 30, 2015, there was no unrecognized compensation cost related to non-vested options granted.
Warrants:
In
fiscal 2014 in connection with the issuance of convertible notes the Company issued warrants to purchase 1,407,500 shares of common
stock at a per share exercise prices ranging from $0.001 to $0.50.
These
warrants were valued utilizing a Black-Scholes option pricing model with the following assumptions: exercise price:
$0.001 - $0.50; expected volatility: 20.88%; risk-free rate: 0.11% - 0.13%; expected term: .5 year - 1year.
The
expected life is the number of years that the Company estimates, based upon history, that warrants will be outstanding prior to
exercise or forfeiture. Expected life is determined using the “simplified method” permitted by Staff Accounting Bulletin No.
107. The stock volatility factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Company’s
common stock as the Company’s common stock had not been trading for the sufficient length of time to accurately compute
its volatility when these options were issued.
A
summary of the warrants outstanding at September 30, 2015 is as follows:
| |
Exercise | |
Expiration |
Warrants | |
Price | |
Date |
| 50,000 | | |
| Various | | |
| 2018 | |
| — | | |
$ | — | | |
| — | |
| 672,500 | | |
$ | 0.15 | | |
| 2018 | |
| 937,500 | | |
$ | 0.25 | | |
| 2016 | |
| 150,000 | | |
$ | 0.50 | | |
| 2015 | |
| 10,000 | | |
$ | 0.75 | | |
| 2016 | |
| — | | |
$ | — | | |
| — | |
| 66,667 | | |
$ | 1.50 | | |
| 2016 | |
| 1,886,667 | | |
| | | |
| | |
Registration
Penalties:
On
August 16, 2010, the Company sold 4,035,524 shares of common stock as part of a Securities Purchase Agreement with certain accredited
investors (the “Purchasers”) pursuant to the closing of the Private Placement Offering (the “Offering”).
Pursuant
to a Registration Rights Agreement that accompanied the Securities Purchase Agreement, the Company agreed to file an initial registration
statement covering the resale of the common stock no later than 45 days from the closing of the Offering and to have such registration
statement declared effective no later than 180 days from filing of the registration statement. If the Company did not
timely file the registration statement, cause it to be declared effective by the required date, or maintain the filing, then each
Purchaser in the offering was entitled to liquidated damages equal to 1% of the aggregate purchase price paid by such Purchaser
for the securities, and an additional 1% for each month that the Company did not file the registration statement, cause it to
be declared effective, or fail to maintain the filing (subject to a maximum penalty of 10% of the aggregate purchase price). The
Offering closed on August 16, 2010. The Company did not file an initial registration statement and accrued liquidating
damages from October 1, 2010. Registration penalties totaled $250,203 for the year ended September 30, 2011. The registration
penalties have not been paid and are included in accrued expenses in the consolidated balance sheets as of September 30, 2014
and 2013. No actions have been taken by the investors to collect the penalty.
Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
No
events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending September 30, 2015.
Item
9A. Controls and Procedures
Disclosure
Controls and Procedures
As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this annual report, being September 30, 2015. This evaluation
was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed
under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based
upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure
controls and procedures were ineffective as of the end of the period covered by this annual report.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial
reporting as of September 30, 2015 based on criteria established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of September
30, 2015, our internal control over financial reporting was not effective. Our management identified the following material weaknesses
in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered
by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we hope to implement the following changes during our fiscal year ending September 30, 2015: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent
upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing
such funds, remediation efforts may be adversely affected in a material manner.
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection
Act.
Remediation
of Material Weakness
We
are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive
financing to hire additional employees.
Limitations
on the Effectiveness of Internal Controls
Our
management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls
and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or
all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will
not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Projections of any evaluation of controls effectiveness to future periods are subject to risk.
Item
9B. Other Information
None
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
following table contains information with respect to our current executive officers and directors:
Name |
|
Age |
|
Principal
Positions With Us |
Randall
McCoy |
|
|
66 |
|
|
Chief
Executive Officer and Director |
John J. Weber |
|
|
66 |
|
|
Chief Financial
Officer and Director |
Dr. J. Roy Nelson |
|
|
68 |
|
|
Chief Science Officer |
Joseph Rubinfeld |
|
|
83 |
|
|
Director |
Craig Eagle |
|
|
48 |
|
|
Director |
|
|
|
|
|
|
|
Randall
McCoy has served as our Chief Executive Officer and director since July 2010. Prior to joining the Company, Mr. McCoy
served as President of McCoy Enterprises LLC since its founding in May 2002. Mr. McCoy has more than 41 years of experience in
the healthcare industry and has assisted both small and major pharmaceutical/device companies address FDA issues. He served as
Laboratory Manager and Instructor at both George Washington University and Temple Medical School, and served as Program Manager
at the Stanford Research Institute, Healthcare Division, of the David Sarnoff Research Center. Mr. McCoy has also helped over
225 foreign and domestic companies introduce their FDA regulated drug and medical device products into the US and world market.
He currently holds over 30 US and international patents.
John
J. Weber has served as our Interim Chief Financial Officer and Director since September 13, 2010. Mr. Weber served as
the Executive Vice President of Fujifilm Medical Systems, USA from 2006 until 2009. While at Fujifilm he was responsible for overseeing
all corporate activity with the exception of R&D. In previous positions at Fujifilm he served as Senior Vice President of
Operations as well as Chief Financial Officer.
Mr.
Weber brings 20 years of medical-related corporate, operational and financial management experience to the Company.
Dr.
Joseph Rubinfeld began his career as a research scientist with several pharmaceutical and consumer product companies including
Schering Plough and Colgate Palmolive. He served for 12 years at Bristol Myers, where in addition to developing Amoxicillin and
Chephadroxil, he was instrumental in licensing their original anti-cancer line of products, including Mitomycin, Etoposide, and
Bleomycin. After co-founding Amgen in 1980 and serving as its chief of operations, Dr. Rubinfeld has served as an advisor or Board
member to a number of companies including AVI BioPharma and Quark Pharmaceuticals. In 1991 he co-founded Supergen, a drug development
company based in Dublin, California, where he served as President and CEO until 2003 and as a member of the Board of Directors
until 2005. During that time he oversaw the company’s initial public offering and its rise to a multi-billion dollar market
capitalization. Management believes his wealth of experience in biotech and big pharma will be instrumental for Regenicin as it
transitions to commercialization.
Dr.
Craig Eagle was appointed to our board of directors on September 7, 2010. He currently serves as Vice President of Strategic
Alliances and Partnerships for the Oncology business unit at Pfizer Inc. Dr. Eagle joined Pfizer Australia in 2001 as part of
the medical group and has held various positions and over the years including his appointment in 2003 as the worldwide leader
for development of Celecoxib in oncology to oversee the global research program. In 2007, he became head of the oncology therapeutic
area medical group for Pfizer, including the United States oncology business.
We
acknowledge Dr. Eagle’s wealth of experience in pharmaceutical product development as well as his extensive experience in
forming strategic alliances and partnerships and believe he will provide us with critical guidance as we seek to maximize the
commercialization potential of our products.
Dr.
J. Roy Nelson Chief Science Officer owns and operates a FDA registered cGMP audited laboratory. The Material Testing Laboratory
holds a Schedule I-V DEA drug license and with an electronic FDA submission portal. His laboratory provides material science supports
for new medical devices and drug support for major pharmaceutical as well as smaller companies. In addition to numerous medical
device and drug developmental projects, he has been on two FDA consent decree remediations writing SOPs and other FDA compliance
documents. He has eight years experience working with various collagen products, such as sponges. Prior to 1988, Dr. Nelson was
a senior material scientist at RCA/SRI in Princeton, NJ. He has more than twenty US patents. Dr. Nelson and Mr. McCoy have worked
on numerous projects together since 1979 and share co-inventor positions on various patents.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until
removed by the board.
Family
Relationships
There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become
directors or executive officers.
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director,
executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type
of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
Committees
of the Board
Our
company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does
our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary
to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our
company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently
have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process
or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management
or shareholders, and make recommendations for election or appointment.
A
shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO
and director, Randall McCoy, at the address appearing on the first page of this annual report.
Code
of Ethics
We
have adopted a Code of Ethics that applies our principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. A copy of the Code of Ethics is attached to our Annual Report
on Form 10-K for the year ended September 30, 2011 as Exhibit 14.1.
Item
11. Executive Compensation
Compensation
Discussion and Analysis
Employment
Agreement with Randall McCoy
On
July 16, 2010, we entered into an employment agreement with Mr. Randall McCoy. The employment agreement has a three-year term
that automatically extends in three-year increments unless notice of non-renewal is given by either party at least ninety (90)
days prior to the expiration of the then current term.
The
July 16, 2010, employment agreement provided for an initial annual base salary of $250,000. Under an addendum to the employment
agreement, however, dated August 2, 2010, Mr. McCoy will earn an annual base salary of $125,000 until such time as we achieve
a positive net income for the preceding calendar quarter as determined in accordance with GAAP and reported in our financial statements
filed with the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended. Immediately upon
our attaining such positive net income, Mr. McCoy’s annual base salary will be increased to $250,000 as stated in the July
16, 2010 employment agreement.
The
annual base salary will be reviewed each year by our board of directors (or compensation committee, if we then have one), but
cannot be decreased from the amount in effect in the previous year. Pursuant to the employment agreement, Mr. McCoy is eligible
for an annual bonus determined by our board of directors (or compensation committee, if any). The employment agreement also provides
that Mr. McCoy is eligible to participate in our equity incentive plans and other employee benefit programs.
Mr.
McCoy’s employment agreement imposes on him post-termination non-competition, non-solicitation and confidentiality obligations.
Under the agreement, he agrees not to compete with our business in the United States, subject to certain limited exceptions, for
a period of one year after termination of his employment. Mr. McCoy further agrees, for a period of one year after termination
of his employment, to refrain from (i) soliciting, inducing, encouraging or attempting to induce or encourage any employee, contractor
or consultant of the Company to terminate his or her employment or relationship with Company, or to breach any other obligation
to Company; and (ii) soliciting, interfering with, disrupting, altering or attempting to disrupt or alter the relationship, contractual
or otherwise, between the Company and any other person including, without limitation, any consultant, contractor, customer, potential
customer, or supplier of the Company. He also agrees to maintain the confidentiality of all confidential or proprietary information
of our company, and assign to us any inventions which pertain to or relate to our business or any of the work or businesses carried
on by us that are discovered, conceived, reduced to practice, developed, made or produced by him during and as a result of his
employment.
The
employment agreement provides for payments and benefits upon termination of employment in addition to those previously accrued.
If Mr. McCoy is terminated due to death, the salary payable to Mr. McCoy thereunder (in addition to items previously accrued,
but excluding medical plan and other benefits) shall continue to be paid at the then current rate for three (3) months after the
termination of employment in accordance with normal Company payroll practices. In addition, any bonuses actually earned prior
to the termination (including, as reasonably determined by the Board of Directors or its Compensation Committee, a pro-rated amount
of any annual bonus for the portion of the fiscal year during which termination takes place) shall be paid to Mr. McCoy.
In
the event of the termination of Mr. McCoy’s employment due to disability, the salary payable thereunder (inclusive of paid
medical plan then in effect and available, if any) shall continue to be paid at the then current rate for three (3) months after
the termination of employment in accordance with normal Company payroll practices; provided, however, that the Company may deduct
from such payments the amount of any and all disability insurance benefits paid during such three-month period with respect to
Mr. McCoy that were paid for by the Company during any period for which payment was made by the Company during the term of the
and prior to the termination. In addition, any bonuses actually earned prior to the termination (including, as reasonably determined
by the Board of Directors or its Compensation Committee, a pro-rated amount of any annual bonus for the portion of the fiscal
year during which termination takes place) which shall be paid to Mr. McCoy.
The
table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities
to us for our fiscal years ended September 30, 2015 and 2014.
SUMMARY
COMPENSATION TABLE |
Name
and
principal position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
($) |
Option
Awards
($) |
Non-Equity
Incentive
Plan
Compensation
($) |
Nonqualified
Deferred
Compensation
Earnings
($) |
All
Other
Compensation
($) |
Total
($) |
Randall
McCoy
Chief
Executive Officer, Principal Executive Officer and Director |
2015
2014 |
$218,750(1)
$125,000(2) |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
$218,750
$125,000 |
John
J. Weber
Interim
Chief Financial Officer, and Director |
2015
2014 |
$125,000(5)
$31,250 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
$125,000
$31,250 |
Chris
Hadsall
Chief Operating Officer |
2015
2014 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
Dr.
J. Roy Nelson Chief Science Officer |
2015
2014 |
$150,000(3)
$125,000(4) |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
0
0 |
$150,000
$125,000 |
|
(1) |
Of the $125,000 in
salary to Mr. McCoy, $97,083 remains unpaid as accrued compensation. On January 1, 2015, Mr. McCoy’s annual
salary was increased to $250,000 based on the terms of his employment agreement. |
|
(2) |
Of the $125,000 in salary
to Mr. McCoy, $125,000 remains unpaid as accrued compensation. |
|
(3) |
Of the $150,000 in salary
to Mr. Nelson, $87,500 remains unpaid as accrued compensation. |
|
(4) |
Of the $150,000 in salary
to Mr. Nelson, $150,000 remains unpaid as accrued compensation. |
|
(5) |
Of the $125,000 in salary to Mr. Weber, $109,375 remains unpaid as accrued compensation. |
Outstanding
Equity Awards at Fiscal Year-End
The
table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive
officer as of September 30, 2015.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END |
|
|
OPTION
AWARDS |
STOCK
AWARDS |
|
|
|
|
Name |
|
Number
of Securities Underlying Unexercised Options
(#)
Exercisable |
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#) |
|
Option
Exercise Price ($) (1) |
|
Option
Expiration Date |
|
Number
of Shares or Units of Stock That Have Not Vested
(#) |
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested
(#) |
Randall
McCoy |
|
|
885,672 |
|
|
|
— |
|
|
|
— |
|
|
$ |
0.035 |
|
|
12/22/15 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
John
J. Weber |
|
|
885,672 |
|
|
|
— |
|
|
|
— |
|
|
$ |
0.035 |
|
|
12/22/15 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
John J. Weber |
|
|
10,000,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
0.02 |
|
|
01/15/2019 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
(1)
On December 10, 2013 the Board amended the option price to $0.035 from $0.62, and agreed to extend these options. Formal extension
was left open until the next board meeting.
Director
Compensation
The
table below summarizes all compensation of our directors during the fiscal year ended September 30, 2015.
DIRECTOR
COMPENSATION |
Name |
|
|
Fees
Earned or
Paid
in
Cash
($) |
|
|
|
Stock
Awards
($) |
|
|
|
Option
Awards
($) |
|
|
|
Non-Equity
Incentive
Plan
Compensation
($) |
|
|
|
Non-Qualified
Deferred
Compensation
Earnings
($) |
|
|
|
All
Other
Compensation
($) |
|
|
|
Total
($) |
|
Dr.
Joseph Rubinfeld |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Dr.
Craig Eagle |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth, as of January 8, 2016, certain information as to shares of our common stock owned by (i) each person
known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our
executive officers and directors as a group.
Unless
otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their
shares of Common Stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below,
each entity or person listed below maintains an address of 10 High Court, Little Falls, NJ 07424.
The
number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC. The information is not
necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares
as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or
entity has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or
other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder
is a direct or indirect beneficial owner.
Beneficial
owner |
|
Number of shares
beneficially owned (1) |
|
Percentage
Owned(2) |
Officers
and Directors |
|
|
|
|
|
|
|
|
Randall
McCoy |
|
|
21,207,313 |
(3) |
|
|
13.74 |
% |
John J. Weber |
|
|
10,935,672 |
(4) |
|
|
6.65 |
% |
Joseph Rubinfeld |
|
|
1,935,672 |
(5) |
|
|
1.25 |
% |
Craig Eagle |
|
|
935,672 |
(6) |
|
|
* |
|
Officers and Directors collectively |
|
|
35,014,329 |
|
|
|
22.68 |
% |
5 Percent Shareholders |
|
|
|
|
|
|
|
|
Christopher Brown
100 N Tryon St. #4700
Charlotte, NC 28200 |
|
|
10,000,000 |
|
|
|
6.52 |
% |
|
|
|
|
|
|
|
|
|
* Less
than 1%
(1) Unless
otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power
with that person’s spouse) with respect to all shares of common stock listed as owned by that person or entity.
(2) A
total of 8,850,000 shares of the Company’s common stock and Series A Convertible Preferred Stock, on an as converted basis,
are considered to be outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.
(3) Includes
20,321,641 shares of common stock held in his name and options to purchase 885,672 shares of common stock. These options expired
but are expected to be renewed in 2016.
(4) Includes
50,000 shares of common stock held in his name and options to purchase 10,885,672 shares of common stock. 885,672 of these
options are expired but are expected to be renewed in 2016.
(5) Includes 1,050,000 shares of common stock held in his name and options to purchase 885,672 shares of
common stock. These options expired but are expected to be renewed in 2016.
(6) Includes
50,000 shares of common stock held in his name and options to purchase 885,672 shares of common stock. These options expired but
are expected to be renewed in 2016.
Item
13. Certain Relationships and Related Transactions, and Director Independence
Other
than the transactions described below and under the heading “Executive Compensation” (or with respect to which such
information is omitted in accordance with SEC regulations), since October 1, 2012 there have not been, and there is not currently
proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved
exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital
stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest:
| 1. | Our
principal executive offices are located in Little Falls, New Jersey. The headquarters
is located in the offices of McCoy Enterprises LLC, an entity controlled by Mr. McCoy.
The office is attached to his residence but has its own entrances, restroom and kitchen
facilities. |
| 2. | We
also maintain an office in Pennington, New Jersey, which is the materials and testing
laboratory. This office is owned by Materials Testing Laboratory, and the principal is
an employee. |
| 3. | We
have an employment agreement with our CEO, Randall McCoy, as discussed above. |
| 4. | In
October 2011 and again in May 2014, Craig Eagle, one of our directors, made advances
to us. The loans do not bear interest and are due on demand. At September 30, 2015 and
2014, the loan balance was $ 0 and $38,221, respectively. |
| 5. | Randall
McCoy, our Chief Executive Officer, made advances to us.
The loans do not bear interest and are due on demand. At September 30, 2015 and 2014,
the loan balance was $95,000 and $8,500, respectively. |
| 6. | John
Weber, our Chief Financial Officer, has made advances to us. The loans do not bear interest
and are due on demand. At September 30, 2015 and 2014, the loan balance was $0 and $122,100,
respectively. |
Director
Independence
We
are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards
for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The
Nasdaq Stock Market, Inc., we believe that Joseph Rubinfeld and Craig Eagle are independent directors.
Item
14. Principal Accountant Fees and Services
We
do not have an audit committee. Our Board of Directors pre-approves all services, including both audit and non-audit services,
provided by our independent accountants. For audit services, each year the independent auditor provides our Board of Directors
with an engagement letter outlining the scope of the audit services proposed to be performed during the year, which must be formally
accepted by the Board of Directors before the audit commences. The independent auditor also submits an audit services fee proposal,
which also must be approved by the Board of Directors before the audit commences.
Aggregate
fees for professional services rendered for the Company by Rotenberg Meril Solomon Bertiger & Guttilla, P.C., our independent
registered public accounting firm, for the years ended September 30, 2015 and 2014 are set forth below:
|
Financial
Statements for the Year Ended September 30 |
|
|
|
Audit
Fees |
|
|
|
Audit
Related Fees |
|
|
|
Tax
Fees |
|
|
|
Other
Fees |
|
|
2015 |
|
|
$ |
88,500 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
2014 |
|
|
$ |
99,046 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Audit
Fees were for professional services rendered for the audits of our financial statements, quarterly review of the financial
statements included in Quarterly Reports on Form 10-Q, consents, and other assistance required to complete the year-end audit
of the financial statements.
Audit-Related
Fees were for assurance and related services reasonably related to the performance of the audit or review of financial statements
and not reported under the caption Audit Fees.
Tax
Fees were for professional services related to tax compliance, tax authority audit support and tax planning.
All
Other Fees include any other fees charged that are not otherwise specified.
PART
IV
Item
15. Exhibits, Financial Statements Schedules
(a) |
Financial
Statements and Schedules |
The
following financial statements and schedules listed below are included in this Form 10-K.
Financial
Statements (See Item 8)
Exhibit
Number |
Description |
3.1 |
Articles
of Incorporation, as amended (1) |
3.2 |
Bylaws,
as amended (1) |
10.4 |
Know-How
License and Stock Purchase Agreement (2) |
10.5 |
Form
of Stock Option Agreement(3) |
10.6 |
Employment
Agreement for Randall McCoy(5) |
10.7 |
Asset
Purchase Agreement(7) |
14.1 |
Code
of Ethics (6) |
31.1 |
Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
31.2 |
Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
32.1 |
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 |
| (1) | Incorporated
by reference to the Registration Statement on Form SB-2 filed on October 25, 2006; also
incorporated by reference to the Current Report on Form 8-K filed on October 29, 2010. |
| (2) | Incorporated
by reference to the Current Report on Form 8-K/A filed on April 27, 2011. |
| (3) | Incorporated
by reference to the Annual Report on Form 10-K filed on January 13, 2011. |
| (4) | Incorporated
by reference to the Current Report on Form 8-K filed on October 5, 2010. |
| (5) | Incorporated
by reference to the Current Report on Form 8-K filed on July 22, 2010. |
| (6) | Incorporated
by reference to the Current Report on Form 8-K filed on May 17, 2011. |
| (7) | Incorporated
by reference to the Current Report on Form 8-K filed November 17, 2014. |
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Regenicin,
Inc.
By: |
/s/
Randall McCoy |
|
Randall
McCoy
President,
Chief Executive Officer, Principal Executive Officer,
and
Director
|
|
January
13, 2016 |
In
accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:
By: |
/s/
Randall McCoy |
|
Randall
McCoy
President,
Chief Executive Officer, Principal Executive Officer,
and
Director
|
|
January
13, 2016 |
By: |
/s/
John J. Weber |
|
John
J. Weber
Interim
Chief Financial Officer, Principal Financial and Accounting Officer, and Director
|
|
January
13, 2016 |
By: |
/s/
Dr. Joseph Rubinfeld |
|
Dr.
Joseph Rubinfeld
Director
|
|
January
13, 2016 |
CERTIFICATIONS
I, Randall McCoy, certify that;
1. |
|
I have reviewed this annual report on Form 10-K for the year ended September 30, 2015 of Regenicin, Inc (the “registrant”); |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: January 13, 2016
/s/ Randall McCoy
By: Randall McCoy
Title: Chief Executive Officer
CERTIFICATIONS
I, John J. Weber, certify that;
1. |
|
I have reviewed this annual report on Form 10-K for the year ended September 30, 2015 of Regenicin, Inc (the “registrant”); |
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. |
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: January 13, 2016
/s/ John J. Weber
By: John J. Weber
Title: Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the annual Report
of Regenicin, Inc (the “Company”) on Form 10-K for the year ended September 30, 2015 filed with the Securities
and Exchange Commission (the “Report”), I, Randall McCoy, Chief Executive Officer of the Company, and, I John
J. Weber, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material
respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations
of the Company for the periods presented. |
By: |
/s/ Randall McCoy |
Name: |
Randall McCoy |
Title: |
Principal Executive Officer and Director |
Date: |
January 13, 2016 |
By: |
/s/ John J. Weber |
Name: |
John J. Weber |
Title: |
Principal Financial Officer and Director |
Date: |
January 13, 2016 |
This certification has been furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
v3.3.1.900
Document and Entity Information - USD ($)
|
12 Months Ended |
|
|
Sep. 30, 2015 |
Jan. 11, 2016 |
Mar. 31, 2015 |
Document And Entity Information |
|
|
|
Entity Registrant Name |
Regenicin, Inc.
|
|
|
Entity Central Index Key |
0001412659
|
|
|
Document Type |
10-K
|
|
|
Document Period End Date |
Sep. 30, 2015
|
|
|
Amendment Flag |
false
|
|
|
Current Fiscal Year End Date |
--09-30
|
|
|
Is Entity a Well-known Seasoned Issuer? |
No
|
|
|
Is Entity a Voluntary Filer? |
No
|
|
|
Is Entity's Reporting Status Current? |
Yes
|
|
|
Entity Filer Category |
Smaller Reporting Company
|
|
|
Entity Public Float |
|
|
$ 2,419,389
|
Entity Common Stock, Shares Outstanding |
|
153,483,051
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2015
|
|
|
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v3.3.1.900
Balance Sheets - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
CURRENT ASSETS |
|
|
Cash |
$ 1,061,377
|
$ 492
|
Prepaid expenses and other current assets |
119,236
|
$ 49,462
|
Common stock of Amarantus Corporation |
$ 300,000
|
|
Deferred income taxes |
|
$ 2,829,000
|
Total current assets |
$ 1,480,613
|
2,878,954
|
Intangible assets |
|
7,500
|
Total assets |
$ 1,480,613
|
2,886,454
|
CURRENT LIABILITIES |
|
|
Accounts payable |
360,228
|
1,393,605
|
Accrued expenses |
1,286,386
|
1,740,090
|
Dividends payable |
$ 322,042
|
251,242
|
Note payable - insurance financing |
|
51,613
|
Bridge financing |
$ 175,000
|
450,000
|
Convertible promissory notes (net of discount of $-0- and $20,645) |
|
295,617
|
Loan payable |
$ 10,000
|
10,000
|
Loans payable - related parties |
$ 95,000
|
205,817
|
Derivative liabilities |
|
5,164
|
Total current and total liabilities |
$ 2,248,656
|
4,403,148
|
STOCKHOLDERS EQUITY (DEFICIENCY) |
|
|
Series A 10% Convertible Preferred stock, $0.001 par value, 5,500,000 shares authorized; 885,000 issued and outstanding |
885
|
885
|
Common stock, $0.001 par value; 200,000,000 shares authorized; 157,911,410 and 139,598,152 issued, respectively; 153,483,050 and 135,169,792 outstanding, respectively |
$ 157,914
|
139,601
|
Common stock to be issued; 0 and 10,367,094 shares |
|
402,040
|
Additional paid-in capital |
$ 9,787,578
|
8,897,799
|
Accumulated deficit |
(10,709,992)
|
(10,952,591)
|
Less: treasury stock; 4,428,360 shares at par |
(4,428)
|
(4,428)
|
Total stockholders equity (deficiency) |
(768,043)
|
(1,516,694)
|
Total liabilities and stockholders equity (deficiency) |
$ 1,480,613
|
$ 2,886,454
|
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v3.3.1.900
Balance Sheets (Parenthetical) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Statement of Financial Position [Abstract] |
|
|
Series A Preferred Stock, Par Value |
$ 0.001
|
$ 0.001
|
Series A Preferred Stock, Shares Authorized |
5,500,000
|
5,500,000
|
Series A Preferred Stock, Issued and outstanding |
885,000
|
885,000
|
Common Stock, Par Value |
$ 0.001
|
$ 0.001
|
Common Stock, Shares Authorized |
200,000,000
|
200,000,000
|
Common Stock, Issued and outstanding |
157,911,410
|
139,598,152
|
Common Stock, Outstanding |
15,348,350
|
135,169,792
|
Common Stock, To Be Issued |
0
|
10,367,094
|
Treasury Stock, Issued |
4,428,360
|
4,428,360
|
Convertible promissory note discount |
$ 0
|
$ 7,675
|
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v3.3.1.900
Statements of Operations - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
Revenues |
|
|
Operating expenses |
|
|
Research and development |
$ 38,401
|
|
General and administrative |
1,144,431
|
$ 698,339
|
Stock based compensation - general and administrative |
32,365
|
$ 27,556
|
Reversal of accounts payable - Lonza |
(973,374)
|
|
Total operating expenses |
241,823
|
$ 725,895
|
Loss from operations |
(241,823)
|
(725,895)
|
Other income (expenses) |
|
|
Interest expense, including amortization of debt discounts and beneficial conversion features |
(62,779)
|
$ (232,379)
|
Gain on sale of assets |
6,604,431
|
|
Loss on other than a temporary decline in fair value of investment |
(2,700,000)
|
|
Gain (loss) on derivative liabilities |
(528,230)
|
$ 269,396
|
Total other income (expenses) |
3,313,422
|
37,017
|
Income (loss) before income tax |
3,071,599
|
(688,878)
|
Income tax expense (benefit) |
2,829,000
|
(2,829,000)
|
Net income |
242,599
|
2,140,122
|
Preferred stock dividends |
(70,800)
|
(70,800)
|
Net income attributable to common stockholders |
$ 171,799
|
$ 2,069,322
|
Income (loss) per share Basic |
$ 0.00
|
$ 0.02
|
Income (loss) per share Diluted |
$ 0.00
|
$ 0.01
|
Weighted average number of shares outstanding Basic |
153,262,851
|
132,966,528
|
Weighted average number of shares outstanding Diluted |
162,114,351
|
191,425,784
|
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v3.3.1.900
Shareholders Equity - USD ($)
|
Convertible Preferred Stock |
Common Stock |
Common StockTo Be Issued |
Additional Paid-In Capital |
Accumulated Deficit |
Treasury Stock |
Total |
Balance Beginning, Shares at Sep. 30, 2013 |
885,000
|
120,159,009
|
|
|
|
|
|
Balance Beginning, Amount at Sep. 30, 2013 |
$ 885
|
$ 120,160
|
$ 334,968
|
$ 8,501,390
|
$ (13,092,713)
|
$ (4,428)
|
$ (4,139,738)
|
Preferred stock dividends, Amount |
|
|
|
(70,800)
|
|
|
(70,800)
|
Shares issued for conversion of debt and accrued interest |
|
17,440,392
|
|
|
|
|
|
Shares issued for conversion of debt and accrued interest, amount |
|
$ 17,441
|
$ (41,613)
|
240,975
|
|
|
216,803
|
Shares issued under Consulting Agreement |
|
1,038,751
|
|
|
|
|
|
Shares issued under Consulting Agreement, Amount |
|
$ 1,040
|
|
34,881
|
|
|
35,851
|
Shares issued for exercise of warrant, Shares |
|
960,000
|
|
|
|
|
|
Shares issued for exercise of warrant, Amount |
|
$ 960
|
|
$ (320)
|
|
|
$ 640
|
Reversal of derivative liabilities ot equity |
|
|
|
84,070
|
|
|
84,070
|
Warrants to be issued in connection with conversion of debt, Shares |
|
|
108,685
|
|
|
|
108,685
|
Beneficial conversion features on bridge financing |
|
|
|
$ 75,000
|
|
|
$ 75,000
|
Stock compensation expense |
|
|
|
27,556
|
|
|
27,556
|
Issuance of warrant to Cristoforo |
|
|
|
5,117
|
|
|
5,117
|
Net loss |
|
|
|
|
2,140,122
|
|
2,140,122
|
Balance Ending, Shares at Sep. 30, 2014 |
885,000
|
139,598,152
|
|
|
|
|
|
Balance Ending, Amount at Sep. 30, 2014 |
$ 885
|
$ 139,601
|
$ 402,040
|
8,897,799
|
(10,952,591)
|
(4,428)
|
(1,516,694)
|
Preferred stock dividends, Amount |
|
|
|
(70,800)
|
|
|
(70,800)
|
Shares issued for conversion of debt and accrued interest |
|
7,920,291
|
|
|
|
|
|
Shares issued for conversion of debt and accrued interest, amount |
|
$ 7,920
|
0
|
3,171
|
|
|
11,091
|
Shares Issued, Shares |
|
10,392,967
|
|
|
|
|
|
Shares Issued, Amount |
|
$ 10,393
|
$ (402,040)
|
391,649
|
|
|
2
|
Write off of derivative from payoff of host convertible debt |
|
|
|
165,072
|
|
|
165,072
|
Derivative liabilities |
|
|
|
368,322
|
|
|
368,322
|
Stock compensation expense |
|
|
|
32,365
|
|
|
32,365
|
Net loss |
|
|
|
|
242,599
|
|
242,599
|
Balance Ending, Shares at Sep. 30, 2015 |
885,000
|
157,911,410
|
|
|
|
|
|
Balance Ending, Amount at Sep. 30, 2015 |
$ 885
|
$ 157,914
|
|
$ 9,787,578
|
$ (10,709,992)
|
$ (4,428)
|
$ (768,043)
|
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v3.3.1.900
Statements of Cash Flows - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net income |
$ 242,599
|
$ 2,140,122
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
Deferred income taxes |
2,829,000
|
$ (2,829,000)
|
Unrealized loss on investment |
(2,700,000)
|
|
Amortization of debt discounts |
7,675
|
$ 155,576
|
Accrued interest on notes and loans payable |
$ (2,704)
|
77,301
|
Amortization of beneficial conversion features |
|
54,545
|
Original interest discount on convertible note payable |
|
4,782
|
Stock based compensation - G&A |
$ 32,365
|
27,556
|
(Gain) loss on derivative liabilities |
528,230
|
$ (269,393)
|
Gain on sale of assets |
(6,604,431)
|
|
Reversal of accounts payable |
$ (973,374)
|
|
Other gain related to derivative liabilities |
|
$ (63,095)
|
Expenses paid directly by officer |
$ 95,000
|
|
Changes in operating assets and liabilities |
|
|
Prepaid expenses and other current assets |
(69,774)
|
$ 68,486
|
Accounts payable |
(380,251)
|
1,124
|
Accrued expenses |
(401,020)
|
420,151
|
Net cash used in operating activities |
(1,996,685)
|
$ (211,845)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Proceeds from sale of assets |
3,600,000
|
|
Purchase of intangible assets |
(10,000)
|
|
Net cash provided by investing activities |
$ 3,590,000
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds from the issuance of notes payable |
|
$ 100,000
|
Repayments of notes payable |
$ (275,000)
|
|
Proceeds from loans from related parties |
23,330
|
$ 143,507
|
Repayments of loans from related party |
(229,147)
|
(2,090)
|
Repayments of notes payable - insurance financing |
$ (51,613)
|
(52,220)
|
Proceeds from the sale of common stock |
|
640
|
Net cash (used in) provided by financing activities |
$ (532,430)
|
189,837
|
NET INCREASE (DECREASE) IN CASH |
1,060,885
|
(22,008)
|
CASH - BEGINNING OF PERIOD |
492
|
22,500
|
CASH - END OF PERIOD |
1,061,377
|
492
|
Supplemental disclosures of cash flow information: |
|
|
Cash paid for interest |
$ 107,830
|
$ 4,453
|
Cash paid for income taxes |
|
|
Non-cash activities: |
|
|
Sale of assets |
$ 6,600,000
|
|
Common Stock of Amarantus received |
(3,000,000)
|
|
Cash received |
3,600,000
|
|
Preferred stock dividends |
70,800
|
$ 70,800
|
Shares issued/to be issued in connection with conversion of debt and accrued interest |
$ 11,091
|
304,874
|
Beneficial conversion feature and warrant value on bridge financing |
|
75,000
|
Derivative liabilities reclassified to additional paid-in capital |
$ 533,394
|
104,684
|
Common stock issued for accrued expenses |
|
$ 35,851
|
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v3.3.1.900
THE COMPANY
|
12 Months Ended |
Sep. 30, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
THE COMPANY |
Windstar,
Inc. was incorporated in the state of Nevada on September 6, 2007. On July 19, 2010, the Company amended its Articles of Incorporation
to change the name of the Company to Regenicin, Inc. (Regenicin). In September 2013, Regenicin formed a new wholly-owned
subsidiary for the sole purpose of conducting research in the State of Georgia (together, the Company). The subsidiary
has no activity since its formation due to the lack of funding.
The
Companys original business was the development of a purification device. Such business was assigned to the Companys
former management in July 2010.
The
Company adopted a new business plan and intended to develop and commercialize a potentially lifesaving technology by the
introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of
burns, chronic wounds and a variety of plastic surgery procedures.
The
Company entered into a Know-How License and Stock Purchase Agreement (the Know-How SPA) with Lonza Walkersville,
Inc. (Lonza Walkersville) on July 21, 2010. Pursuant to the terms of the Know-How SPA, the Company paid Lonza Walkersville
$3,000,000 and, in exchange, the Company was to receive an exclusive license to use certain proprietary know-how and information
necessary to develop and seek approval by the U.S. Food and Drug Administration (FDA) for the commercial sale of
technology held by the Cutanogen Corporation (Cutanogen), a subsidiary of Lonza Walkersville. Additionally, pursuant
to the terms of the Know-How SPA, the Company was entitled to receive certain related assistance and support from Lonza Walkersville
upon payment of the $3,000,000. Under the Know-How SPA, once FDA approval was secured for the commercial sale of the technology,
the Company would be entitled to acquire Cutanogen, Lonza Walkersvilles subsidiary, for $2,000,000 in cash.
After
prolonged attempts to negotiate disputes with Lonza Walkersville failed, on September 30, 2013, the Company filed a lawsuit against
Lonza Walkersville, Lonza Group Ltd. and Lonza America, Inc. (Lonza America) in Fulton County Superior Court in
the State of Georgia.
On
November 7, 2014, the Company entered into an Asset Sale Agreement (the Sale Agreement) with Amarantus Bioscience
Holdings, Inc., (Amarantus). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights
and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza
Walkersville and Lonza America, Inc. (the Lonza Litigation). This includes all of the Cutanogen intellectual property
rights and any Lonza manufacturing know-how technology. In addition, the Company agreed to sell the PermaDerm® trademark and
related intellectual property rights associated with it. The purchase price paid by Amarantus was: (i) $3,600,000 in cash, and
(ii) shares of common stock in Amarantus having a value of $3,000,000. See Note C for a further discussion.
The
Company intends to use the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval
of the products through the U.S. Food and Drug Administration. We have been developing our own unique cultured skin substitute
since we received Lonzas termination notice.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles
of Consolidation:
The
accompanying consolidated financial statements include the accounts of Regenicin and its wholly-owned subsidiary. All significant
inter-company balances and transactions have been eliminated.
Reclassifications:
Dividends payable have been reclassified from accrued expenses in the 2014 balance sheet to conform to
the 2015 presentation.
Going
Concern:
The
Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which
contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred
cumulative losses of approximately $11 million from inception, expects to incur further losses in the development of its business
and has been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These
conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company intends on using the
proceeds from the Asset Sale to fund operations. Once the funds are exhausted, management plans to finance operations through
the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether
the Company will be able to obtain such financing. The consolidated financial statements do not include any adjustment relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.
Development
Stage Activities and Operations:
In
June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic
915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in
Topic 810, Consolidation (ASU 2014-10). ASU 2014-10 eliminates the distinction of a development stage
entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements
of operations, cash flows and stockholders deficiency. The amendments in ASU 2014-10 will be effective prospectively for
annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however, early adoption
is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014. The Companys
consolidated financial statements will be impacted by the adoption of ASU 2014-10 primarily by the removal of inception-to-date
information in the Companys consolidated statements of operations, cash flows, and stockholders deficiency.
Intangible
assets:
Intangible
assets, which include purchased licenses, patents and patent rights, are stated at cost and amortized using the straight-line
method over their useful lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis,
whichever is greater (see Note D). Such amortization will begin once the Company has a saleable product. As discussed below
in Note C, the Company sold its intangible assets on November 7, 2014. Costs of internally developing intangibles (i.e. trademarks) are expensed as incurred and included in general and administrative
expenses.
The
Company reviews intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying
amount of such an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount
to the future undiscounted cash flows the assets are expected to generate. If such assets are considered impaired, the impairment
to be recognized is equal to the amount by which the carrying value of the assets exceeds their fair value determined by either
a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. In assessing recoverability,
the Company must make assumptions regarding estimated future cash flows and discount factors. If these estimates or related assumptions
change in the future, the Company may be required to record impairment charges.
Research
and development:
Research
and development costs are charged to expense as incurred.
Income
per share:
Basic
income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the
period. Diluted loss per share give effect to dilutive convertible securities, options, warrants and other potential common stock
outstanding during the period, only in periods in which such effect is dilutive. The following table summarizes the components
of the income per common share calculation:
|
Year Ended
September 30, |
|
2015 |
|
2014 |
Income
Per Common Share - Basic: |
|
|
|
Net
income available to common stockholders |
$ |
171,799 |
|
|
$ |
2,069,322 |
|
Weighted-average
common shares outstanding |
|
153,262,851 |
|
|
|
132,966,528 |
|
Basic
income per share |
$ |
0.00 |
|
|
$ |
0.02 |
|
Income Per Common Share - Diluted: |
|
|
|
|
|
|
|
Net
income |
$ |
171,799 |
|
|
$ |
2,069,322 |
|
Weighted-average
common shares outstanding |
|
153,262,851 |
|
|
|
132,966,528 |
|
Convertible
preferred stock (2014 restated) |
|
8,850,000 |
|
|
|
8,850,000 |
|
Stock
options |
|
1,500 |
|
|
|
|
|
Convertible
debentures |
|
---- |
|
|
|
14,209,256 |
|
Weighted-average
common shares outstanding and common share equivalents (2014 restated) |
|
162,114,351 |
|
|
|
156,025,784 |
|
Diluted
income per share |
$ |
0.00 |
|
|
$ |
.01 |
|
The
following securities have been excluded from the calculation of net loss per share, as their effect would be anti-dilutive:
|
|
Shares
of Common Stock |
|
|
Issuable
upon Conversion/Exercise |
|
|
as
of September 30, |
|
|
2015 |
|
2014 |
|
Options |
|
|
|
5,542,688 |
|
|
|
5,542,688 |
|
|
Warrants |
|
|
|
3,611,167 |
|
|
|
3,611,167 |
|
Financial
Instruments and Fair Value Measurement:
The
Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs, used in the
valuation methodologies in measuring fair value:
|
Level 1 - Observable inputs
that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
Level 2 - Observable inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can
be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
Level 3 - Unobservable inputs which are supported
by little or no market activity. |
The
fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value.
The
carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes
payable in the Companys consolidated balance sheets approximated their values as of and September 30, 2015 and 2014 due
to their short-term nature.
Common
stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such
investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the
guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in
net income. Unrealized gains and losses considered to be temporary are reported as other comprehensive income loss and
are included in equity. Other than temporary declines in the fair value of investment is included in Other Income (Loss) on
the statement of income.
The
common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation
methodology is considered to be using Level 1 inputs. The common stock of Amarantus was restricted from sale for six months from acquisition pursuant to Security and Exchange Commission
Rule 144. The restrictive period has lapsed. The total value of Amarantus common stock at September 30, 2015 is $300,000.
The unrealized loss for the year ended September 30, 2015 was $2,700,000 and is considered to be an other than temporary decline
in fair value. As such, the loss has been reported on the statement of income for the year ended September 30, 2015.
The
Company issued notes payable that contained conversion features which were accounted for separately as derivative
liabilities and measured at fair value on a recurring basis. Changes in fair value are charged to other income (expenses) as
appropriate. The fair value of the derivative liabilities was determined based on Level 2 inputs utilizing observable quoted
prices for similar instruments in active markets and observable quoted prices for identical or similar instruments in markets
that are not very active. Derivative liabilities totaled $-0- and $5,164 as of September 30, 2015 and 2014, respectively. See
Note G - Notes Payable - Convertible Promissory Notes for additional information.
Use
of Estimates:
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Such estimation includes the selection of assumptions underlying the calculation of the
fair value of options. Actual results could differ from those estimates.
Stock-Based
Compensation:
The
Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation.
Under the fair value recognition provision of the ASC, stock-based compensation cost is estimated at the grant date based on the
fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option pricing
model.
The
Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance
with FASB ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of
performance by the provider of goods or services as defined by ASC 505.
Income
Taxes:
The
Company accounts for income taxes in accordance with accounting guidance FASB ASC 740, "Income Taxes," which requires that
the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts
and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.
Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation
allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
The
Company has adopted the provisions of FASB ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies
the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes
a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition.
Recently
Issued Accounting Pronouncements:
In
May 2014, the FASB issued ASU 2014-09Revenue from Contracts with Customers (Topic 606) (ASU 2014-09).
ASU 2014-09 supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition. The
core principle of the revenue model is that an entity recognizes 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
and services. In applying the revenue model to contracts within its scope, an entity will need to (i) identify the contract(s)
with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate
the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies
a performance obligation. On July 9, 2015, the FASB extended the effective date of adoption of the standard to interim reporting
periods within annual reporting periods beginning after December 15, 2017 (that is, beginning in the first interim period
within the year of adoption). Early adoption of the standard is permitted for all entities for interim and annual periods beginning
after December 15, 2016.
In
June 2014, ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entitys Ability to Continue as a Going Concern (ASU No. 2014-15) was issued. Before the issuance
of ASU 2014-15, there was no guidance in U.S. GAAP about managements responsibility to evaluate whether there is substantial
doubt about an entitys ability to continue as a going concern or to provide related footnote disclosures. This guidance
is expected to reduce the diversity in the timing and content of footnote disclosures. ASU 2014-15 requires management to assess
an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently
in U.S. auditing standards as specified in the guidance. ASU 2014-15 becomes effective for the annual period ending at December
15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effects
of adopting ASU 2014-15 on its consolidated financial statements but the adoption is not expected to have a significant impact.
In
February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) (ASU 2015-02), to address financial
reporting considerations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015-02 is effective
for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. We are evaluating the
impact of ASU 2015-02 and if early adoption is appropriate in future reporting periods.
In
April 2015, the FASB issued ASU 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03),
as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to
a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability,
consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim
periods within those fiscal years.
In
November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17),
which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet.
The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred
tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years
beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities
as of the beginning of an interim or annual reporting period. We do not expect the impact of ASU 2015-17 to be material to our
consolidated financial statements.
All
other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either
not applicable or are not expected to be significant to the condensed financial statements of the Company.
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v3.3.1.900
SALE OF ASSET
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
SALE OF ASSET |
On
November 7, 2014, the Company entered into a Sale Agreement with Amarantus, Clark Corporate Law Group LLP ("CCLG") and Gordon
& Rees, LLP (Gordon & Rees). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its
rights and claims in the Lonza Litigation. These include all of the Cutanogen intellectual property rights and any Lonza manufacturing
know-how technology. In addition, the Company has agreed to sell its PermaDerm® trademark and related intellectual property
rights associated with it. The purchase price to be paid by Amarantus was of: (i) $3,500,000 in cash, and (ii) shares of common
stock in Amarantus having a value of $3,000,000. A portion of the cash purchase price is allocated to repay debt. On January 30,
2015, the agreement was amended whereby the cash portion of the purchase price was increased by $100,000 to $3,600,000 and the
final payment was extended to February 20, 2015. The final payment of $2,500,000 was received on February 24, 2015.
The
payments to CCLG, satisfied in full the obligations owed to CCLG under its secured promissory note. The $3,000,000 in Amarantus
common stock was satisfied by the issuance of 37,500,000 shares of Amarantus common stock from Amarantus to the Company. In addition
to the sale price, Amarantus paid Gordon & Rees $450,000 at closing. The payment to Gordon & Rees was to satisfy in full
all contingent litigation fees and costs owed to Gordon & Rees in connection with the Lonza Litigation.
During
fiscal 2015, the Company recorded a gain on sale of assets in the amount of $6,604,431. In addition, as a result of the Sale Agreement,
the Company determined that it is no longer liable for accounts payable to Lonza in the amount of $973,374. The liability has
been reversed and is included in operating expenses as an item of income.
The
Company also granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment
of patients designated as severely burned by the FDA developed by the Company. Amarantus can exercise this option at a cost of
$10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million.
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v3.3.1.900
INTANGIBLE ASSETS
|
12 Months Ended |
Sep. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] |
|
INTANGIBLES ASSETS |
As
discussed in Note A, the Company paid $3,000,000 to Lonza in 2010 to purchase an exclusive know-how license and assistance in
gaining FDA approval. The $3,000,000 payment was recorded as an intangible asset. Due to ongoing disputes and pending any settlement
of the lawsuit, the Company subsequently determined that the value of the intangible asset and related intellectual property had
been fully impaired. As a result, the balance of the intangible asset was $-0- at September 30, 2014.
In
August 2010, the Company paid $7,500 and obtained the rights to the trademarks PermaDerm® and TempaDerm® from KJR-10 Corp.
As
discussed above in Note C, the Company sold its intangible assets on November 7, 2014. At September 30, 2015 and 2014, intangible
assets totaled $-0- and $7,500, respectively.
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v3.3.1.900
ACCRUED EXPENSES
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
ACCRUED EXPENSES |
Accrued
expenses consisted of the following:
|
September
30, |
|
2015 |
|
2014 |
Registration
penalty |
$ |
250,203 |
|
|
$ |
250,203 |
|
Salaries
and payroll taxes |
|
784,251 |
|
|
|
1,163,389 |
|
Professional
fees |
|
194,590 |
|
|
|
216,472 |
|
Interest |
|
57,342 |
|
|
|
110,026 |
|
|
$ |
1,286,386 |
|
|
$ |
1,740,090 |
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v3.3.1.900
LOANS PAYABLE
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
LOANS PAYABLE |
Loan
Payable:
In
February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both September 30, 2015
and 2014, the loan payable totaled $10,000.
Loans
Payable - Related Parties:
In
October 2011, Craig Eagle, a director of the Company, made advances to the Company. The loan bore interest at 5% and was due on
demand. At September 30, 2014, the loan balance was $38,221 and was repaid in April 2015.
John
Weber, the Companys Chief Financial Officer, has made advances to the Company. The loan bore interest at 5% and was due
on demand. At September 30, 2014, the loan balance was $122,100 and was repaid in April 2015.
Randall
McCoy, the Companys Chief Executive Officer, has made advances to the Company. The loan bears interest at 5% and is due
on demand. During the year ended September 30, 2015, $95,000 of Company expenses paid directly by McCoy were submitted for reimbursement.
These expenses had not been reimbursed to McCoy by a former underwriter. At September 30, 2015 and 2014, the loan balance was
$95,000 and $8,500, respectively.
In
March through September 2014, the Company received other advances from related parties totaling $35,696. The loans bore interest
at 5% and were due on demand. At September 30, 2014 the loan balances were $36,996 and were repaid in April 2015.
At
September 30, 2015 and 2014, loans payable - related parties totaled $95,000 and $205,817, respectively.
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v3.3.1.900
NOTES PAYABLE
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
NOTES PAYABLE |
Note
Payable - Insurance Financing:
In
September 2014, the Company renewed its policy and financed premiums totaling $51,613. The note required an initial down payment
of $10,322 and was payable over a nine-month term. The note was paid in full in June 2015 in accordance with the original terms.
The balance of the loan was $51,613 at September 30, 2014.
Bridge
Financing:
On
December 21, 2011, the Company issued a $150,000 promissory note (Note 2) to an individual. Note 2 bore interest
so that the Company would repay $175,000 on the maturity date of June 21, 2012, which correlated to an effective rate of 31.23%.
Additional interest of 10% will be charged on any late payments. Note 2 was not paid at the maturity date and the Company is incurring
additional interest described above. At both September 30, 2015 and 2014, the Note 2 balance was $175,000.
In
May 2013, the Company issued a convertible promissory note (Note 29) totaling $25,000 to an individual. Note 29
bore interest at the rate of 8% per annum and was due in November 2013. Note 29 and accrued interest thereon were convertible
into shares of common stock at the rate of $0.05 per share and automatically converted on the maturity date unless paid sooner
by the Company. The Company did not record a discount for the conversion feature as the conversion price was greater than the
price of the common stock on the issuance date. At maturity, the principal and interest were scheduled to convert to 520,055 shares
of common stock but the individual waived the conversion of the principal and accrued interest. At September 30, 2014 the Note
29 balance was $25,000. In February 2015 the note was repaid full.
In
August 2013, the Company issued convertible promissory notes (Note 35-36) totaling $250,000 to two individuals.
The notes bore interest at the rate of 8% per annum and were due in August 2014. The principal and accrued interest thereon were
convertible into shares of common stock at the rate of $0.03 per share and automatically convert on the maturity dates unless
paid sooner by the Company. The Company did not record discounts for the conversion features as the conversion prices were greater
than the prices of the common stock on the issuance dates. At maturity, the principal and interest were scheduled to automatically
convert into 4,500,000 shares of common stock but the individuals waived the conversion of the principal and accrued interest.
At September 30, 2014, the balance of Notes 35-36 was $250,000. In February 2015 the notes were repaid full.
On
December 31, 2013, the Company issued a convertible promissory note (Note 37) totaling $75,000 to an individual.
The note bore interest at the rate of 8% per annum and was due in May 2014. The principal and accrued interest thereon were convertible
into shares of common stock at the rate of $0.02 per share and automatically converted on the maturity date unless paid sooner
by the Company. In addition, at the date of conversion, the Company was to issue a two-year warrant to purchase an additional
937,500 shares of common stock at $0.25 per share. The warrant has not been issued. For financial reporting purposes, the Company
recorded discounts of $20,455 to reflect the value of the warrant and a discount of $54,545 to reflect the value of the beneficial
conversion feature. The discount was amortized over the term of Note 37. At maturity, the principal and interest automatically
converted and the Company subsequently issued 3,874,110 shares of common stock on March 31, 2015.
Convertible
Promissory Notes:
Lender
In
October 2012, the Company issued a promissory note to a financial institution (the Lender) to borrow up to a maximum
of $225,000. The note bore interest so that the Company would repay a maximum of $250,000 at maturity, which correlated to an
effective rate of 10.59%. From inception until February 2014, the Company received $175,000 including $25,000 during the year
ended September 30, 2014. Material terms of the note include the following:
1.
The Lender may make additional loans in such amounts and at such dates at its sole discretion.
2.
The maturity date of each loan is one year after such loan is received.
3.
The original interest discount is prorated to each loan received.
4.
Principal and accrued interest is convertible into shares of the Companys common stock at the lesser of $0.069 or 65%-70%
(as defined) of the lowest trading price in the 25 trading days previous to the conversion.
5.
Unless otherwise agreed to in writing by both parties, at no time can the Lender convert any amount of the principal and/or accrued
interest owed into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding.
6.
There is a one-time interest payment of 10% of amounts borrowed that is due at the maturity date of each loan.
7.
At all times during which the note is convertible, the Company shall reserve from its authorized and unissued common stock to
provide for the issuance of common stock under the full conversion of the promissory note. The Company will at all times reserve
at least 13,000,000 shares of its common stock for conversion.
8.
The Company agreed to include on its next registration statement it files, all shares issuable upon conversion of balances due
under the promissory note. Failure to do so would result in liquidating damages of 25% of the outstanding principal balance of
the promissory note but not less than $25,000.
The
balance of the notes was $9,592 at September 30, 2014. In October 2014, the remaining balance due on these notes of $9,592
plus accrued interest of $1,499 was converted into 7,920,291 shares of the Companys common stock.
The
conversion feature contained in the promissory note is considered to be an embedded derivative. The Company bifurcated the
conversion feature and recorded a derivative liability on the consolidated balance sheet. The Company recorded the derivative
liability equal to its estimated fair value. Such amount was also recorded as a discount to the convertible promissory note
and is being amortized to interest expense using the effective interest method. For the years ended September 30, 2015 and
2014 amortization of the debt discount amounted to $7,675 and $64,675, respectively. At September 30, 2014 the
unamortized discount was $7,675.
The
Company is required to mark-to-market the derivative liability at the end of each reporting period. For the year ended September
30, 2014 the Company recorded a loss on the change in fair value of the conversion option of $76,149 and as of September 30, 2014
the fair value of the conversion option was $5,163.
CCLG
In May 2013, the Company issued a convertible promissory note totaling
$293,700 to CCLG in lieu of amounts payable. The note bears interest at the rate of 12% per annum and was originally
due November 21, 2013. The maturity date of the note was extended to February 21, 2014 and extended again to August 31, 2014.
The note is secured by all of the assets of the Company. The note and accrued interest are convertible into shares of common stock
at a conversion rate of the lower of $0.04 per share or 80% of the average of the lowest three trading prices in the 20 trading
days previous to the conversion but the number of shares that can be issued is limited as defined in the note agreement. In addition,
the Company issued a five-year warrant to purchase an additional 50,000 shares of common stock at a per share exercise price of
the lower of $0.04 per share or 80% of the average of the lowest three trading prices in the 20 trading days previous to the conversion.
The note was not paid at the maturity date but no action was taken by CCLG. For the period from October 1, 2014 through February
2015, the Company repaid the total amount outstanding.
The
conversion features contained in the promissory note and the warrant are considered to be embedded derivatives. The Company
bifurcated the conversion features and recorded derivative liabilities on the consolidated balance sheet. The Company
recorded the derivative liabilities equal to their estimated fair value of $153,300. Such amount was also recorded as a
discount to the convertible promissory note and was amortized to interest expense using the effective interest method. For
the year ended September 30, 2015 and 2014, amortization of the debt discount amounted to$-0- and $64,104,
respectively. At September 30, 2014, the unamortized discount is $-0-.
At
September 30, 2015 and 2014 the balance of the convertible note was $-0- and $293,700.
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v3.3.1.900
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Sep. 30, 2015 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
Officers:
The
Companys principal executive offices are located in Little Falls, New Jersey. The headquarters is located in the offices
of McCoy Enterprises LLC, an entity controlled by Mr. McCoy. The office is attached to his residence but has its own entrances,
restroom and kitchen facilities.
The
Company also maintains an office in Pennington, New Jersey, which is the materials and testing laboratory. This office is owned
by Materials Testing Laboratory, and the principal is an employee of the Company.
No
rent is charged for either premise.
|
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v3.3.1.900
INCOME TAXES
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
The
Company did not incur current tax expense for both the years ended September 30, 2015 and 2014. The provision for income taxes
and income tax benefits for the years ended September 30, 2015 and 2014, respectively represents deferred taxes.
At
September 30, 2015, the Company had available approximately $4.2 million of net operating loss carry forwards which expire
in the years 2029 through 2034. However, the use of the net operating loss carryforwards generated prior to September
30, 2011 totaling $0.7 million is limited under Section 382 of the Internal Revenue Code. Section 382 of the Internal Revenue
Code of 1986, as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a
corporations NOLs if the corporation experiences an ownership change as defined in Section 382 of the
Code.
Significant
components of the Companys deferred tax assets at September 30, 2015 and 2014 are as follows:
|
2015 |
|
2014 |
Net operating
loss carry forwards |
$ |
2,574,628 |
|
|
$ |
2,850,535 |
|
Unrealized loss |
|
1,080,000 |
|
|
|
|
|
Intangible assets |
|
|
|
|
|
1,200,000 |
|
Stock based compensation |
|
227,201 |
|
|
|
355,265 |
|
Accrued
expenses |
|
355,265 |
|
|
|
539,912 |
|
Total deferred tax
assets |
|
4,237,094 |
|
|
|
4,945,712 |
|
Valuation
allowance |
|
(4,237,094 |
) |
|
|
(2,116,712 |
) |
Net
deferred tax assets |
$ |
|
|
|
$ |
2,829,000 |
|
Due
to the uncertainty of their realization, a valuation allowance has been established for all of the income tax benefit as of
September 30, 2015 and a portion of the deferred income tax benefit as of September 30, 2014 for these deferred tax assets.
The
following is a reconciliation of the Companys income tax rate using the federal statutory rate to the actual income tax
rate as of September 30, 2015 and 2014:
|
2015 |
|
2014 |
Federal
tax rate |
|
34 |
% |
|
|
(34 |
)% |
Effect of state taxes |
|
6 |
% |
|
|
(6 |
)% |
Adjustment of valuation
allowance |
|
92 |
% |
|
|
(412) |
% |
Permanent differences |
|
7 |
% |
|
|
3 |
% |
Net
operating loss carry forward |
|
(47 |
)% |
|
|
37 |
% |
Total |
|
92 |
% |
|
|
(412) |
% |
At
September 30, 2015 and 2014, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations
were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve
months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense.
As of September 30, 2015 and 2014, the Company has not recorded any provisions for accrued interest and penalties related to uncertain
tax positions.
The
Company files its federal income tax returns under a statute of limitations. The 2012 through 2015 tax years generally remain
subject to examination by federal tax authorities. The Company has not filed any of its state income tax returns since inception.
Due to recurring losses, management believes that once such returns are filed, the Company would incur state minimum tax liabilities
that were not deemed material to accrue.
|
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v3.3.1.900
STOCKHOLDERS (DEFICIENCY) EQUITY
|
12 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
STOCKHOLDERS (DEFICIENCY) EQUITY |
Preferred
Stock:
Series
A
Series
A Preferred pays a dividend of 8% per annum on the stated value and has a liquidation preference equal to the stated value of
the shares. Each share of Preferred Stock has an initial stated value of $1 and was convertible into shares of the Companys
common stock at the rate of 10 for 1.
The
dividends are cumulative commencing on the issue date whether or not declared. Dividends amounted to $70,800 and $70,800 for the
years ended September 30, 2015 and 2014, respectively. At September 30, 2015 and 2014, dividends payable totaled $322,042 and
$251,242, respectively.
At
both September 30, 2015 and 2014, 885,000 shares of Series A Preferred were outstanding.
Series
B
On
January 23, 2012, the Company designated a new class of preferred stock called Series B Convertible Preferred Stock (Series
B Preferred). Four million shares have been authorized with a liquidation preference of $2.00 per share. Each share of
Series B Preferred is convertible into ten shares of common stock. Holders of Series B Convertible Preferred Stock have a right
to a dividend (pro-rata to each holder) based on a percentage of the gross revenue earned by the Company in the United States,
if any, and the number of outstanding shares of Series B Convertible Preferred Stock, as follows: Year 1 - Total Dividend to all
Series B holders = .03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders = .02 x Gross Revenue in the
U.S. Year 3 - Total Dividend to all Series B holders = .01 x Gross Revenue in the U.S. At September 30, 2015, no shares of Series
B Preferred are outstanding.
Common
Stock Issuances:
2014
Transactions
|
1. |
The
Company issued 2,600,000 shares of its common stock for the conversion of notes payable issued under the Bridge Financing
and accrued interest. |
|
2. |
The Company issued
14,840,392 shares of common stock for the conversion of principal and accreted interest owed to the Lender. |
|
3. |
The Company issued
960,000 shares of common stock for the exercise of a warrant. |
|
4. |
On December 24,
2013, the Company issued 1,038,751 shares of its common stock as a finders fee to an entity for introducing investors
and/or lenders who provided funding to the Company in fiscal 2013. The shares were valued at $35,851. |
2015
Transactions
|
1. |
The Company issued 7,920,291 shares of its common
stock for the conversion of principal and accreted interest owed to the Lender. $7,920 was credited to common stock and $3,171
to additional paid in capital. |
|
2. |
The Company issued 10,392,967 shares of its
common stock that had previously been classified as common stock to be issued upon conversion of principal and accrued interest
owed to lenders. $10,393 was credited to common stock and $402,040 was credited to additional paid in capital. |
2010
Incentive Plan:
On
December 15, 2010, the board of directors approved the Regenicin, Inc. 2010 Incentive Plan (the Plan). The Plan
provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock,
stock units, performance shares and performance units to the Companys employees, officers, directors and consultants, including
incentive stock options, non-qualified stock options, restricted stock, and other benefits. The Plan provides for the issuance
of up to 4,428,360 shares of the Companys common stock.
On
January 6, 2011, the Company approved the issuance of 885,672 options to each of the four members of the board of directors at
an exercise price of $0.62 per share. The options originally vested over a three-year period and expire on December 22, 2015.
On May 11, 2011, the terms of the options were amended to allow for immediate vesting. On December 10, 2013, the exercise price
of the options was changed to $0.035 per share. As a result, the Company revalued the options
as required under generally accepted accounting principles and recognized an expense of $27,556. The options were revalued utilizing
the Black-Scholes option pricing model with the following assumptions: exercise price: $0.035 - $0.62; expected volatility: 20.71%;
risk-free rate: 0.13% - 0.14%; expected term: 1 year.
On
January 15, 2015, the Company entered into a stock option agreement with an officer of the Company. The agreement grants
the Officer an option to purchase 10 million shares of common stock at $0.02 per share. The agreement expires on January
15, 2019. The options were valued utilizing the Black-Scholes option pricing model with the following assumptions:
exercise price: $0.02; expected volatility: 22.16%; risk-free rate: .75%; expected term: 3 years. The grant date fair value
per share was $0.003 and the options vest immediately.
Expected
life is determined using the simplified method permitted by Staff Accounting Bulletin No. 107. The stock volatility
factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Companys common stock
as the Companys common stock had not been trading for the sufficient length of time to accurately compute its volatility
when these options were issued.
Stock
based compensation amounted to $32,365 and $27,556 for the year ended September 30, 2015 and 2014, respectively.
Option
activity for 2014 and 2015 is summarized as follows:
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
Options |
|
Exercise
Price |
|
Options
outstanding, October 1, 2013 |
|
|
|
5,542,688 |
|
|
$ |
0.19 |
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
Options
outstanding, September 30, 2014 |
|
|
|
5,542,688 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
10,000,000 |
|
|
$ |
0.02 |
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
Options
outstanding, September 30, 2015 |
|
|
|
15,542,688 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
intrinsic value |
|
|
$ |
0.00 |
|
|
|
|
|
The
aggregate intrinsic value was calculated based on the positive difference between the closing market price of the Companys
Common Stock and the exercise price of the underlying options.
The
following table summarizes information regarding stock options outstanding at September 30, 2015:
|
|
|
|
Weighted
Average Remaining |
|
Options
Exercisable Weighted Average |
Ranges
of prices |
|
Number
Outstanding |
|
Contractual
Life |
|
Exercise
Price |
|
Number
Exercisable |
|
Exercise
Price |
$ |
0.020 |
|
|
|
10,000,000 |
|
|
|
4.29 |
|
|
$ |
0.020 |
|
|
|
10,000,000 |
|
|
$ |
0.020 |
|
$ |
0.035 |
|
|
|
3,542,688 |
|
|
|
.27 |
|
|
$ |
0.035 |
|
|
|
3,542,688 |
|
|
$ |
0.035 |
|
$ |
0.460 |
|
|
|
2,000,000 |
|
|
|
.14 |
|
|
|
0.460 |
|
|
|
2,000,000 |
|
|
|
0.460 |
|
|
$0.020-$0.46 |
|
|
|
15,542,688 |
|
|
|
2.84 |
|
|
$ |
0.080 |
|
|
|
15,542,688 |
|
|
$ |
0.080 |
|
As
of September 30, 2015, there was no unrecognized compensation cost related to non-vested options granted.
Warrants:
In
fiscal 2014 in connection with the issuance of convertible notes the Company issued warrants to purchase 1,407,500 shares of common
stock at a per share exercise prices ranging from $0.001 to $0.50.
These
warrants were valued utilizing a Black-Scholes option pricing model with the following assumptions: exercise price:
$0.001 - $0.50; expected volatility: 20.88%; risk-free rate: 0.11% - 0.13%; expected term: .5 year - 1year.
The
expected life is the number of years that the Company estimates, based upon history, that warrants will be outstanding prior to
exercise or forfeiture. Expected life is determined using the simplified method permitted by Staff Accounting Bulletin No.
107. The stock volatility factor is based on the Nasdaq Biotechnology Index. The Company did not use the volatility rate for Companys
common stock as the Companys common stock had not been trading for the sufficient length of time to accurately compute
its volatility when these options were issued.
A
summary of the warrants outstanding at September 30, 2015 is as follows:
|
|
Exercise |
|
Expiration |
Warrants |
|
Price |
|
Date |
|
50,000 |
|
|
|
Various |
|
|
|
2018 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
672,500 |
|
|
$ |
0.15 |
|
|
|
2018 |
|
|
937,500 |
|
|
$ |
0.25 |
|
|
|
2016 |
|
|
150,000 |
|
|
$ |
0.50 |
|
|
|
2015 |
|
|
10,000 |
|
|
$ |
0.75 |
|
|
|
2016 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
66,667 |
|
|
$ |
1.50 |
|
|
|
2016 |
|
|
1,886,667 |
|
|
|
|
|
|
|
|
|
Registration
Penalties:
On
August 16, 2010, the Company sold 4,035,524 shares of common stock as part of a Securities Purchase Agreement with certain accredited
investors (the Purchasers) pursuant to the closing of the Private Placement Offering (the Offering).
Pursuant
to a Registration Rights Agreement that accompanied the Securities Purchase Agreement, the Company agreed to file an initial registration
statement covering the resale of the common stock no later than 45 days from the closing of the Offering and to have such registration
statement declared effective no later than 180 days from filing of the registration statement. If the Company did not
timely file the registration statement, cause it to be declared effective by the required date, or maintain the filing, then each
Purchaser in the offering was entitled to liquidated damages equal to 1% of the aggregate purchase price paid by such Purchaser
for the securities, and an additional 1% for each month that the Company did not file the registration statement, cause it to
be declared effective, or fail to maintain the filing (subject to a maximum penalty of 10% of the aggregate purchase price). The
Offering closed on August 16, 2010. The Company did not file an initial registration statement and accrued liquidating
damages from October 1, 2010. Registration penalties totaled $250,203 for the year ended September 30, 2011. The registration
penalties have not been paid and are included in accrued expenses in the consolidated balance sheets as of September 30, 2014
and 2013. No actions have been taken by the investors to collect the penalty.
|
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Principles of Consolidation |
The
accompanying consolidated financial statements include the accounts of Regenicin and its wholly-owned subsidiary. All significant
inter-company balances and transactions have been eliminated.
|
Reclassifications |
Dividends
payable have been reclassified from accrued expenses in the 2014 balance sheet to conform to the 2015 presentation.
|
Going Concern |
The Company's consolidated financial
statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The Company has incurred cumulative losses of approximately
$11 million from inception, expects to incur further losses in the development of its business and has been dependent on funding
operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. The Company intends on using the proceeds from the Asset Sale
to fund operations. Once the funds are exhausted, management plans to finance operations through the private or public placement
of debt and/or equity securities. However, no assurance can be given at this time as to whether the Company will be able to obtain
such financing. The consolidated financial statements do not include any adjustment relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable
to continue as a going concern.
|
Development Stage Activities and Operations |
In
June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic
915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in
Topic 810, Consolidation (ASU 2014-10). ASU 2014-10 eliminates the distinction of a development stage
entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements
of operations, cash flows and stockholders deficiency. The amendments in ASU 2014-10 will be effective prospectively for
annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however, early adoption
is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014. The Companys
consolidated financial statements will be impacted by the adoption of ASU 2014-10 primarily by the removal of inception-to-date
information in the Companys consolidated statements of operations, cash flows, and stockholders deficiency.
|
Intangible assets |
Intangible
assets, which include purchased licenses, patents and patent rights, are stated at cost and amortized using the straight-line
method over their useful lives based upon the pattern in which the expected benefits will be realized, or on a straight-line basis,
whichever is greater (see Note D). Such amortization will begin once the Company has a saleable product. As discussed below
in Note C, the Company sold its intangible assets on November 7, 2014. Costs of internally developing intangibles (i.e. trademarks) are expensed as incurred and included in general and administrative
expenses.
The
Company reviews intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying
amount of such an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount
to the future undiscounted cash flows the assets are expected to generate. If such assets are considered impaired, the impairment
to be recognized is equal to the amount by which the carrying value of the assets exceeds their fair value determined by either
a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique. In assessing recoverability,
the Company must make assumptions regarding estimated future cash flows and discount factors. If these estimates or related assumptions
change in the future, the Company may be required to record impairment charges.
|
Research and development |
Research
and development costs are charged to expense as incurred.
|
Income per share |
Basic
income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the
period. Diluted loss per share give effect to dilutive convertible securities, options, warrants and other potential common stock
outstanding during the period, only in periods in which such effect is dilutive. The following table summarizes the components
of the income per common share calculation:
|
Year Ended
September 30, |
|
2015 |
|
2014 |
Income
Per Common Share - Basic: |
|
|
|
Net
income available to common stockholders |
$ |
171,799 |
|
|
$ |
2,069,322 |
|
Weighted-average
common shares outstanding |
|
153,262,851 |
|
|
|
132,966,528 |
|
Basic
income per share |
$ |
0.00 |
|
|
$ |
0.02 |
|
Income Per Common Share - Diluted: |
|
|
|
|
|
|
|
Net
income |
$ |
171,799 |
|
|
$ |
2,069,322 |
|
Weighted-average
common shares outstanding |
|
153,262,851 |
|
|
|
132,966,528 |
|
Convertible
preferred stock |
|
8,850,000 |
|
|
|
8,850,000 |
|
Stock
options |
|
1,500 |
|
|
|
|
|
Convertible
debentures |
|
---- |
|
|
|
14,209,256 |
|
Weighted-average
common shares outstanding and common share equivalents |
|
162,114,351 |
|
|
|
156,025,784 |
|
Diluted
income per share |
$ |
0.00 |
|
|
$ |
.01 |
|
The
following securities have been excluded from the calculation of net loss per share, as their effect would be anti-dilutive:
|
|
Shares
of Common Stock |
|
|
Issuable
upon Conversion/Exercise |
|
|
as
of September 30, |
|
|
2015 |
|
2014 |
|
Options |
|
|
|
5,542,688 |
|
|
|
5,542,688 |
|
|
Warrants |
|
|
|
3,611,167 |
|
|
|
3,611,167 |
|
|
Fair Value of Financial Instruments |
The
Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs, used in the
valuation methodologies in measuring fair value:
|
Level 1 - Observable inputs
that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|
Level 2 - Observable inputs other than Level 1
prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar
assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can
be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
Level 3 - Unobservable inputs which are supported
by little or no market activity. |
The
fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs
when measuring fair value.
The
carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes
payable in the Companys consolidated balance sheets approximated their values as of and September 30, 2015 and 2014 due
to their short-term nature.
Common
stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such
investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the
guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about
fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in
net income. Unrealized gains and losses considered to be temporary are reported as other comprehensive income loss and
are included in equity. Other than temporary declines in the fair value of investment is included in Other Income (Loss) on
the statement of income.
The
common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation
methodology is considered to be using Level 1 inputs. The common stock of Amarantus was restricted from sale for six months from acquisition pursuant to Security and Exchange Commission
Rule 144. The restrictive period has lapsed. The total value of Amarantus common stock at September 30, 2015 is $300,000.
The unrealized loss for the year ended September 30, 2015 was $2,700,000 and is considered to be an other than temporary decline
in fair value. As such, the loss has been reported on the statement of income for the year ended September 30, 2015.
The
Company issued notes payable that contained conversion features which were accounted for separately as derivative liabilities
and measured at fair value on a recurring basis. Changes in fair value are charged to other income (expenses) as appropriate.
The fair value of the derivative liabilities was determined based on Level 2 inputs utilizing observable quoted prices for similar
instruments in active markets and observable quoted prices for identical or similar instruments in markets that are not very active.
Derivative liabilities totaled $-0- and $5,164 as of September 30, 2015 and 2014, respectively. See Note x - Notes Payable - Convertible
Promissory Notes for additional information.
|
Use of Estimates |
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Such estimation includes the selection of assumptions underlying the calculation of the
fair value of options. Actual results could differ from those estimates.
|
Stock-Based Compensation |
The
Company accounts for stock-based compensation in accordance with FASB ASC 718, Compensation - Stock Compensation.
Under the fair value recognition provision of the ASC, stock-based compensation cost is estimated at the grant date based on the
fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option pricing
model.
The
Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance
with FASB ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of
performance by the provider of goods or services as defined by ASC 505.
|
Income Taxes |
The
Company accounts for income taxes in accordance with accounting guidance FASB ASC 740, "Income Taxes," which requires that
the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts
and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.
Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation
allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.
The
Company has adopted the provisions of FASB ASC 740-10-05 "Accounting for Uncertainty in Income Taxes." The ASC clarifies
the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes
a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure, and transition.
|
Recently Issued Accounting Pronouncements |
In
May 2014, the FASB issued ASU 2014-09Revenue from Contracts with Customers (Topic 606) (ASU 2014-09).
ASU 2014-09 supersedes most of the existing guidance on revenue recognition in ASC Topic 605, Revenue Recognition. The
core principle of the revenue model is that an entity recognizes 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
and services. In applying the revenue model to contracts within its scope, an entity will need to (i) identify the contract(s)
with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate
the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies
a performance obligation. On July 9, 2015, the FASB extended the effective date of adoption of the standard to interim reporting
periods within annual reporting periods beginning after December 15, 2017 (that is, beginning in the first interim period
within the year of adoption). Early adoption of the standard is permitted for all entities for interim and annual periods beginning
after December 15, 2016.
In
June 2014, ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entitys Ability to Continue as a Going Concern (ASU No. 2014-15) was issued. Before the issuance
of ASU 2014-15, there was no guidance in U.S. GAAP about managements responsibility to evaluate whether there is substantial
doubt about an entitys ability to continue as a going concern or to provide related footnote disclosures. This guidance
is expected to reduce the diversity in the timing and content of footnote disclosures. ASU 2014-15 requires management to assess
an entitys ability to continue as a going concern by incorporating and expanding upon certain principles that are currently
in U.S. auditing standards as specified in the guidance. ASU 2014-15 becomes effective for the annual period ending at December
15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the effects
of adopting ASU 2014-15 on its consolidated financial statements but the adoption is not expected to have a significant impact.
In
February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810) (ASU 2015-02), to address financial
reporting considerations for the evaluation as to the requirement to consolidate certain legal entities. ASU 2015-02 is effective
for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. We are evaluating the
impact of ASU 2015-02 and if early adoption is appropriate in future reporting periods.
In
April 2015, the FASB issued ASU 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03),
as part of the initiative to reduce complexity in accounting standards. The update requires that debt issuance costs related to
a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability,
consistent with debt discounts. ASU 2015-03 is effective for annual periods beginning after December 15, 2015 and for interim
periods within those fiscal years.
In
November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17),
which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet.
The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred
tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years
beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities
as of the beginning of an interim or annual reporting period. We do not expect the impact of ASU 2015-17 to be material to our
consolidated financial statements.
All
other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either
not applicable or are not expected to be significant to the condensed financial statements of the Company.
|
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Accounting Policies [Abstract] |
|
Schedule Of Income Loss per Common Share |
|
Year Ended
September 30, |
|
2015 |
|
2014 |
Income
Per Common Share - Basic: |
|
|
|
Net
income available to common stockholders |
$ |
171,799 |
|
|
$ |
2,069,322 |
|
Weighted-average
common shares outstanding |
|
153,262,851 |
|
|
|
132,966,528 |
|
Basic
income per share |
$ |
0.00 |
|
|
$ |
0.02 |
|
Income Per Common Share - Diluted: |
|
|
|
|
|
|
|
Net
income |
$ |
171,799 |
|
|
$ |
2,069,322 |
|
Weighted-average
common shares outstanding |
|
153,262,851 |
|
|
|
132,966,528 |
|
Convertible
preferred stock (2014 restated) |
|
8,850,000 |
|
|
|
44,250,000 |
|
Stock
options |
|
1,500 |
|
|
|
|
|
Convertible
debentures |
|
---- |
|
|
|
14,209,256 |
|
Weighted-average
common shares outstanding and common share equivalents (2014 restated) |
|
162,114,351 |
|
|
|
191,425,784 |
|
Diluted
income per share |
$ |
0.00 |
|
|
$ |
.01 |
|
|
Schedule of Loss Per Share Exclusions |
|
|
Shares
of Common Stock |
|
|
Issuable
upon Conversion/Exercise |
|
|
as
of September 30, |
|
|
2015 |
|
2014 |
|
Options |
|
|
|
5,542,688 |
|
|
|
5,542,688 |
|
|
Warrants |
|
|
|
3,611,167 |
|
|
|
3,611,167 |
|
|
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v3.3.1.900
ACCRUED EXPENSES (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Notes to Financial Statements |
|
Scheduel of Accrued Expenses |
|
September
30, |
|
2015 |
|
2014 |
Registration
penalty |
$ |
250,203 |
|
|
$ |
250,203 |
|
Salaries
and payroll taxes |
|
784,251 |
|
|
|
1,163,389 |
|
Professional
fees |
|
194,590 |
|
|
|
216,472 |
|
Interest |
|
57,342 |
|
|
|
110,026 |
|
|
$ |
1,286,386 |
|
|
$ |
1,740,090 |
|
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v3.3.1.900
INCOME TAXES (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Income Tax Disclosure [Abstract] |
|
Deferred Tax Assets |
|
2015 |
|
2014 |
Net operating
loss carry forwards |
$ |
2,574,628 |
|
|
$ |
2,850,535 |
|
Unrealized loss |
|
1,080,000 |
|
|
|
|
|
Intangible assets |
|
|
|
|
|
1,200,000 |
|
Stock based compensation |
|
227,201 |
|
|
|
355,265 |
|
Accrued
expenses |
|
355,265 |
|
|
|
539,912 |
|
Total deferred tax
assets |
|
4,237,094 |
|
|
|
4,945,712 |
|
Valuation
allowance |
|
(4,237,094 |
) |
|
|
(2,116,712 |
) |
Net
deferred tax assets |
$ |
|
|
|
$ |
2,829,000 |
|
|
Schedule Of Effective Income Tax Rate |
|
2015 |
|
2014 |
Federal
tax rate |
|
34 |
% |
|
|
(34 |
)% |
Effect of state taxes |
|
6 |
% |
|
|
(6 |
)% |
Adjustment of valuation
allowance |
|
92 |
% |
|
|
412 |
% |
Permanent differences |
|
7 |
% |
|
|
3 |
% |
Net
operating loss carry forward |
|
(47 |
)% |
|
|
37 |
% |
Total |
|
92 |
% |
|
|
412 |
% |
|
X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
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v3.3.1.900
STOCKHOLDERS (DEFICIENCY) EQUITY (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
Equity [Abstract] |
|
Schedule of Option Activity |
|
|
|
|
Weighted |
|
|
|
|
Average |
|
|
Options |
|
Exercise
Price |
|
Options
outstanding, October 1, 2013 |
|
|
|
5,542,688 |
|
|
$ |
0.19 |
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
Options
outstanding, September 30, 2014 |
|
|
|
5,542,688 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
10,000,000 |
|
|
$ |
0.02 |
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
Options
outstanding, September 30, 2015 |
|
|
|
15,542,688 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
intrinsic value |
|
|
$ |
0.00 |
|
|
|
|
|
|
Schedule of Stock Options |
|
|
|
|
Weighted
Average Remaining |
|
Options
Exercisable Weighted Average |
Ranges
of prices |
|
Number
Outstanding |
|
Contractual
Life |
|
Exercise
Price |
|
Number
Exercisable |
|
Exercise
Price |
$ |
0.020 |
|
|
|
10,000,000 |
|
|
|
4.29 |
|
|
$ |
0.020 |
|
|
|
10,000,000 |
|
|
$ |
0.020 |
|
$ |
0.035 |
|
|
|
3,542,688 |
|
|
|
.27 |
|
|
$ |
0.035 |
|
|
|
3,542,688 |
|
|
$ |
0.035 |
|
$ |
0.460 |
|
|
|
2,000,000 |
|
|
|
.14 |
|
|
|
0.460 |
|
|
|
2,000,000 |
|
|
|
0.460 |
|
|
$0.020-$0.46 |
|
|
|
15,542,688 |
|
|
|
2.84 |
|
|
$ |
0.080 |
|
|
|
15,542,688 |
|
|
$ |
0.080 |
|
|
Schedule of Warrants Outstanding |
|
|
Exercise |
|
Expiration |
Warrants |
|
Price |
|
Date |
|
50,000 |
|
|
|
Various |
|
|
|
2018 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
672,500 |
|
|
$ |
0.15 |
|
|
|
2018 |
|
|
937,500 |
|
|
$ |
0.25 |
|
|
|
2016 |
|
|
150,000 |
|
|
$ |
0.50 |
|
|
|
2015 |
|
|
10,000 |
|
|
$ |
0.75 |
|
|
|
2016 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
66,667 |
|
|
$ |
1.50 |
|
|
|
2016 |
|
|
1,886,667 |
|
|
|
|
|
|
|
|
|
|
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Schedule of Income Loss per Common Share (Details) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income (Loss) Per Common Share Basic |
|
|
Net income attributable to common stockholders |
$ 171,799
|
$ 2,069,322
|
Weighted average number of shares outstanding Basic |
153,262,851
|
132,966,528
|
Basic income (loss) per share |
$ 0.00
|
$ 0.02
|
Income (Loss) Per Common Share Diluted |
|
|
Net income attributable to common stockholders |
$ 171,799
|
$ 2,069,322
|
Weighted average number of shares outstanding Basic |
153,262,851
|
132,966,528
|
Convertible preferred stock |
$ 8,850,000
|
$ 44,250,000
|
Stock Options |
$ 1,500
|
|
Convertible debentures |
|
$ 14,209,256
|
Weighted average number of shares outstanding Diluted |
162,114,351
|
191,425,784
|
Income (loss) per share Diluted |
$ 0.00
|
$ 0.01
|
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LOSS PER SHARE - Schedule Of Income Loss per Common Share Exclusions (Details) - shares
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Earnings Per Share [Abstract] |
|
|
Options |
5,542,688
|
5,542,688
|
Warrants |
3,611,167
|
3,663,667
|
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SALE OF ASSET (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2015 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Common Stock of Amarantus received |
|
$ (3,000,000)
|
$ (3,000,000)
|
|
Purchase Price |
|
|
3,600,000
|
|
Gain on sale of assets |
|
6,604,431
|
$ 6,604,431
|
|
Sale Agmt Amendment |
|
|
|
|
Date of Agreement |
|
|
Jan. 30, 2015
|
|
Purchase Price |
|
|
$ 3,600,000
|
|
Exclusive License Grant |
|
|
|
|
Purchase Price |
|
$ 10,000,000
|
|
|
Option, Term |
|
P5Y
|
|
|
Royalty Fee |
|
5.00%
|
|
|
Sale Agreement |
|
|
|
|
Date of Agreement |
|
|
Nov. 07, 2014
|
|
Common Stock of Amarantus received |
|
|
$ 3,000,000
|
|
Purchase Price |
|
|
$ 3,500,000
|
|
Common Stock of Amarantus received, shares |
|
|
37,500,000
|
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- DefinitionThe amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of an intangible asset (excluding goodwill) to fair value.
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ACCRUED EXPENSES - Schedule Of Accrued Expenses (Details) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Notes to Financial Statements |
|
|
Registration penalty |
$ 250,203
|
$ 250,203
|
Salaries and payroll taxes |
784,251
|
1,163,389
|
Professional fees |
194,590
|
216,472
|
Interest |
57,342
|
110,026
|
Accrued Expenses |
$ 1,286,386
|
$ 1,740,090
|
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LOANS PAYABLE (Details Narrative) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Feb. 28, 2011 |
Loan payable |
$ 10,000
|
$ 10,000
|
|
Loans payable - related parties |
95,000
|
205,817
|
|
Investor |
|
|
|
Loan payable |
10,000
|
10,000
|
$ 10,000
|
Director |
|
|
|
Loans payable - related parties |
0
|
38,221
|
|
Chief Executive Officer |
|
|
|
Loans payable - related parties |
95,000
|
0
|
|
Chief Financial Officer |
|
|
|
Loans payable - related parties |
0
|
122,100
|
|
Related Party Other |
|
|
|
Loans payable - related parties |
$ 0
|
$ 36,996
|
|
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- DefinitionCarrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer.
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NOTES PAYABLE (Details Narrative) - USD ($)
|
1 Months Ended |
12 Months Ended |
Feb. 28, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Note payable - insurance financing |
|
|
$ 51,613
|
Amortization of debt discounts |
|
$ 7,675
|
155,576
|
Insurance Financing #2 |
|
|
|
Date of Agreement |
|
Sep. 30, 2014
|
|
Note payable - insurance financing |
|
$ 51,613
|
|
Note payable - insurance financing, down payment |
|
10,322
|
|
Debt Instrument, Principal |
|
$ 0
|
51,613
|
Promissory Note 2 |
|
|
|
Date of Note |
|
Dec. 21, 2011
|
|
Convertible Notes Payable |
|
$ 150,000
|
|
Convertible Notes Payable, amount to be repaid |
|
$ 175,000
|
|
Interest rate |
|
31.23%
|
|
Additional interest rate if late |
|
10.00%
|
|
Maturity Date |
|
Jun. 21, 2012
|
|
Convertible Notes Payable, Balance |
|
$ 175,000
|
175,000
|
Promissory Note 29 |
|
|
|
Date of Note |
|
May 31, 2013
|
|
Convertible Notes Payable |
|
$ 25,000
|
|
Interest rate |
|
8.00%
|
|
Maturity Date |
|
Nov. 30, 2013
|
|
Conversion price per share |
|
$ 0.05
|
|
Convertible Notes Payable, Balance |
|
$ 0
|
25,000
|
Promissory Note 35 to 36 |
|
|
|
Date of Note |
|
Aug. 31, 2013
|
|
Convertible Notes Payable |
|
$ 250,000
|
|
Interest rate |
|
8.00%
|
|
Conversion price per share |
|
$ 0.03
|
|
Convertible Notes Payable, Balance |
|
$ 0
|
250,000
|
Promissory Note 37 |
|
|
|
Date of Agreement |
|
Dec. 31, 2013
|
|
Convertible Notes Payable |
|
$ 75,000
|
|
Interest rate |
|
8.00%
|
|
Maturity Date |
|
May 31, 2014
|
|
Conversion price per share |
|
$ 0.02
|
|
Discount on debt |
|
$ 20,455
|
|
Beneficial Conversion Feature |
|
$ 54,545
|
|
Common stock issued |
|
3,874,110
|
|
Warrants to purchase issued |
|
937,500
|
|
Warrants to purchase issued, price per share |
|
$ 0.25
|
|
Promissory Note To Lender |
|
|
|
Date of Agreement |
|
Oct. 31, 2012
|
|
Debt Instrument, Principal |
|
$ 225,000
|
|
Convertible Notes Payable, Repayment |
$ 175,000
|
|
|
Interest rate |
|
10.59%
|
|
Shares issued pursuant to Convertible Notes Payable |
|
7,920,291
|
|
Convertible Notes Payable, Balance |
|
$ 9,592
|
|
Accreted Interest |
|
1,499
|
|
Amortization of debt discounts |
|
$ 0
|
64,675
|
Loss (Gain) on the change in fair value of the conversion option |
|
|
76,149
|
Fair value of the conversion option |
|
|
5,163
|
Debt Discount, Amortized |
|
|
7,675
|
Debt Instrument Description |
|
1.
The Lender may make additional loans in such amounts and at such dates at its sole discretion.
2.
The maturity date of each loan is one year after such loan is received.
3.
The original interest discount is prorated to each loan received.
4.
Principal and accrued interest is convertible into shares of the Companys common stock at the lesser of $0.069 or 65%-70%
(as defined) of the lowest trading price in the 25 trading days previous to the conversion.
5.
Unless otherwise agreed to in writing by both parties, at no time can the Lender convert any amount of the principal and/or accrued
interest owed into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding.
6.
There is a one-time interest payment of 10% of amounts borrowed that is due at the maturity date of each loan.
7.
At all times during which the note is convertible, the Company shall reserve from its authorized and unissued common stock to
provide for the issuance of common stock under the full conversion of the promissory note. The Company will at all times reserve
at least 13,000,000 shares of its common stock for conversion.
8.
The Company agreed to include on its next registration statement it files, all shares issuable upon conversion of balances due
under the promissory note. Failure to do so would result in liquidating damages of 25% of the outstanding principal balance of
the promissory note but not less than $25,000.
|
|
Convertible Note To Vendor |
|
|
|
Date of Note |
|
May 31, 2013
|
|
Convertible Notes Payable |
|
$ 293,700
|
|
Interest rate |
|
12.00%
|
|
Maturity Date |
|
Aug. 31, 2014
|
|
Conversion price per share |
|
$ 0.04
|
|
Convertible Notes Payable, Balance |
|
$ 0
|
293,700
|
Warrants to purchase issued |
|
50,000
|
|
Warrants to purchase issued, price per share |
|
$ 0.04
|
|
Warrants to purchase issued, term |
|
P5Y
|
|
Fair Value of Derivative Liability |
|
$ 153,300
|
|
Amortization of debt discounts |
|
0
|
64,104
|
Loss (Gain) on the change in fair value of the conversion option |
|
(533,393)
|
193,247
|
Fair value of the conversion option |
|
$ 0
|
0
|
Debt Discount, Amortized |
|
|
$ 0
|
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v3.3.1.900
INCOME TAXES - Deferred Tax Assets (Details) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Deferred tax asset attributable to: |
|
|
Net operating loss carryover |
$ 2,574,628
|
$ 2,850,535
|
Unrealized loss |
$ 1,080,000
|
|
Intangible assets |
|
$ 1,200,000
|
Stock based compensation |
$ 227,201
|
355,265
|
Accrued expenses |
355,265
|
539,912
|
Total deferred tax assets |
4,237,094
|
4,945,712
|
Valuation allowance |
(4,237,094)
|
(2,116,712)
|
Net deferred tax asset |
$ 0
|
$ 2,829,000
|
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STOCKHOLDERS (DEFICIENCY) EQUITY - Schedule of Option Activity (Details) - $ / shares
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Other Liabilities Disclosure [Abstract] |
|
|
Beginning Balance, Issued Options |
5,542,688
|
5,542,688
|
Beginning Balance, Average Exercise Price |
$ 0.19
|
$ 0.19
|
Granted, Options |
10,000,000
|
|
Granted, Average Exercise Price |
$ 0.02
|
|
Forfeited, Options |
|
|
Forfeited, Average Exercise Price |
|
|
Ending Balance, Issued Options |
15,542,688
|
5,542,688
|
Ending Balance, Average Exercise Price |
$ 0.08
|
$ 0.19
|
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STOCKHOLDERS (DEFICIENCY) EQUITY - Schedule of Stock Options (Details)
|
12 Months Ended |
Sep. 30, 2015
$ / shares
shares
|
Stock Options 1 |
|
Number Outstanding | shares |
2,000,000
|
Weighted Average Remaining Contractual Life |
1 year
|
Weighted Average Remaining Exercise Price | $ / shares |
$ 0.46
|
Options Exercisable Weighted Average Number Exercisable | shares |
2,000,000
|
Options Exercisable Weighted Average Exercise Price | $ / shares |
$ 0.46
|
Stock Options 2 |
|
Number Outstanding | shares |
3,542,688
|
Weighted Average Remaining Contractual Life |
1 year
|
Weighted Average Remaining Exercise Price | $ / shares |
$ 0.035
|
Options Exercisable Weighted Average Number Exercisable | shares |
3,542,688
|
Options Exercisable Weighted Average Exercise Price | $ / shares |
$ 0.035
|
Stock Options 3 |
|
Number Outstanding | shares |
10,000,000
|
Weighted Average Remaining Contractual Life |
4 years
|
Weighted Average Remaining Exercise Price | $ / shares |
$ 0.020
|
Options Exercisable Weighted Average Number Exercisable | shares |
10,000,000
|
Options Exercisable Weighted Average Exercise Price | $ / shares |
$ 0.020
|
Stock Options (total) |
|
Number Outstanding | shares |
15,542,688
|
Weighted Average Remaining Contractual Life |
2 years
|
Weighted Average Remaining Exercise Price | $ / shares |
$ 0.080
|
Options Exercisable Weighted Average Number Exercisable | shares |
15,542,688
|
Options Exercisable Weighted Average Exercise Price | $ / shares |
$ 0.080
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v3.3.1.900
STOCKHOLDERS (DEFICIENCY) EQUITY - Schedule of Warrants Outstanding (Details)
|
12 Months Ended |
Sep. 30, 2015
$ / shares
shares
|
Warrant 1 |
|
Warrant Amount |
50,000
|
Expiration Date |
Jan. 01, 2018
|
Warrant 3 |
|
Warrant Amount |
672,500
|
Exercise Price | $ / shares |
$ 0.15
|
Expiration Date |
Jan. 01, 2018
|
Warrant 4 |
|
Warrant Amount |
937,500
|
Exercise Price | $ / shares |
$ 0.25
|
Expiration Date |
Jan. 01, 2016
|
Warrant 5 |
|
Warrant Amount |
150,000
|
Exercise Price | $ / shares |
$ 0.50
|
Expiration Date |
Jan. 01, 2015
|
Warrant 6 |
|
Warrant Amount |
10,000
|
Exercise Price | $ / shares |
$ .75
|
Expiration Date |
Jan. 01, 2016
|
Warrant 8 |
|
Warrant Amount |
66,667
|
Exercise Price | $ / shares |
$ 1.5
|
Expiration Date |
Jan. 01, 2016
|
Warrant (total) |
|
Warrant Amount |
1,886,667
|
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v3.3.1.900
STOCKHOLDERS (DEFICIENCY) EQUITY (Details Narrative) - USD ($)
|
12 Months Ended |
|
|
|
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 10, 2013 |
Jan. 06, 2011 |
Dec. 15, 2010 |
Series A Preferred Stock, Shares Authorized |
5,500,000
|
5,500,000
|
|
|
|
Common stock, Issued |
157,911,410
|
139,598,152
|
|
|
|
Common stock, Value |
$ 157,914
|
$ 139,601
|
|
|
|
Common stock issued, exercise of warrant |
|
960,000
|
|
|
|
Additional paid-in capital |
$ 9,787,578
|
$ 8,897,799
|
|
|
|
Granted, Options |
10,000,000
|
|
|
|
|
Granted, Average Exercise Price |
$ 0.02
|
|
|
|
|
Series A Preferred Stock, Issued and outstanding |
885,000
|
885,000
|
|
|
|
Common Stock, Shares Authorized |
200,000,000
|
200,000,000
|
|
|
|
Stock based compensation - general and administrative |
$ 32,365
|
$ 27,556
|
|
|
|
Stock based compensation - interest expense |
|
$ 89,370
|
|
|
|
Series A |
|
|
|
|
|
Series A Preferred Stock, Shares Authorized |
|
5,500,000
|
|
|
|
Dividends |
70,800
|
$ 70,800
|
|
|
|
Dividends payable |
$ 322,042
|
$ 251,242
|
|
|
|
Series A Preferred Stock, Issued and outstanding |
|
885,000
|
|
|
|
Series B |
|
|
|
|
|
Series B Preferred Stock, Shares Authorized |
4,000,000
|
4,000,000
|
|
|
|
Series B Preferred Stock, Outstanding |
0
|
0
|
|
|
|
Lender Conversion |
|
|
|
|
|
Common stock, Issued |
7,920,291
|
14,840,392
|
|
|
|
Common stock, Value |
$ 7,920
|
|
|
|
|
Additional paid-in capital |
$ 3,171
|
|
|
|
|
Bridge Financing Conversion |
|
|
|
|
|
Common stock, Issued |
|
2,600,000
|
|
|
|
Finders Fee |
|
|
|
|
|
Date of Issuance |
Dec. 24, 2013
|
|
|
|
|
Common stock, Issued |
1,038,751
|
|
|
|
|
Common stock, Value |
$ 35,851
|
|
|
|
|
Lender Conversion #2 |
|
|
|
|
|
Common stock, Issued |
10,392,967
|
|
|
|
|
Common stock, Value |
$ 10,393
|
|
|
|
|
Additional paid-in capital |
$ 402,040
|
|
|
|
|
2010 Incentive Plan |
|
|
|
|
|
Common Stock, Shares Authorized |
|
|
|
|
4,428,360
|
4 Board Members |
|
|
|
|
|
Common Stock Option, Issued |
|
|
|
885,672
|
|
Common Stock Option, Exercise Price |
|
|
$ 0.035
|
$ 0.62
|
|
Common Stock Option, Value |
|
|
$ 27,556
|
|
|
Stock Options 3 |
|
|
|
|
|
Date of Issuance |
Jan. 15, 2015
|
|
|
|
|
Granted, Options |
10,000,000
|
|
|
|
|
Granted, Average Exercise Price |
$ 0.02
|
|
|
|
|
Option Expiration Date |
Jan. 15, 2019
|
|
|
|
|
Note Conversion |
|
|
|
|
|
Warrants issued |
|
1,407,500
|
|
|
|
Warrants issued, exercise price |
|
$ 0.001
|
|
|
|
Warrants issued, exercise price, max |
|
$ 0.50
|
|
|
|
SPA |
|
|
|
|
|
Date of Issuance |
Aug. 16, 2010
|
|
|
|
|
Common stock, Issued |
4,035,524
|
|
|
|
|
Registration penalty |
$ 250,203
|
|
|
|
|
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- DefinitionExcess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.
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