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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June
30, 2023
SYBLEU
INC.
(Exact
name of small business issuer as specified in its charter)
Wyoming |
85-1412307 |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
Commission
File No. 333-248059
1034
Throgss Neck Expressway, Bronx, NY 10465
(Address
of Principal Executive Offices)
(800) 807-4631
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
None |
None |
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement
On June 30, 2023 SYBLEU INC. (the “Company”) entered into
an agreement (“Agreement”) whereby the Company purchased from Zander Biologics, Inc. (“Zander”) a 50% interest
in
(a)the invention disclosed in US Patent US11377442B2 (Small molecule agonists and antagonists of NR2F6 activity), all patent rights to
the invention described in US Patent US11377442B2 as well as all trade secrets, trademarks and associated good will to the invention described
in US Patent US11377442B2 and
(b) the invention disclosed in US Patent US US10472351B2 (Small molecule agonists and antagonists of NR2F6 activity in animals), all patent
rights to the invention described in US Patent US10472351B2 as well as all trade secrets, trademarks and associated good will to the invention
described in US Patent US10472351B2.
(“IP Rights”).
The IP rights are to patent protected small molecule compounds which
compounds have been found to modulate the immune system.
Pursuant to the Agreement the Company issued to Zander a promissory
note in the principal amount of $300,000 bearing simple interest at 10% per annum as consideration for 50% interest in the IP rights.
The promissory note and all accrued interest are due and payable June 30, 2025.
In the event that on or prior to July 31, 2023 Zander causes to be
filed with the United States Patent and Trademark Office any and all documentation which may be required in order to record the transfer
of the 50% Interest to the Company Zander shall receive additional consideration consisting of 1,000,000 common shares of the Company.
The Company and Zander (The “Parties”) agree to jointly
develop and commercialize the IP Rights for veterinary use upon mutually acceptable terms and conditions. Each Party shall be entitled
to 50% of any and all revenues derived from development and commercialization .Each Party shall be responsible for 50% of all any and
all expenses incurred in connection with development and commercialization.
Neither Party shall transfer right, title and interest in and to including,
but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to the IP Rights in whole or
in part without the written consent of the other Party. Neither Party shall grant any rights or license to the IP Rights to any entity
without the written consent of the other Party.
The foregoing description of the abovementioned Agreement is not complete and is
qualified in its entirety by reference to the text of the abovementioned Agreement, which is attached to this Current Report on Form
8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
Item
9.01 Exhibits.
Exhibit
No. |
Description
of Exhibit |
10.1 |
Agreement |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
SYBLEU
INC. |
|
|
Dated:
July 7, 2023 |
By: /s/
Joseph G. Vaini |
Exhibit
10.1
AGREEMENT
BY AND BETWEEN REGEN SYBLEU INC. ( SYBE) AND ZANDER BIOLOGICS, INC.(ZAND).
(“Agreement”)
SYBE and ZAND may be referred to in this Agreement each as a “Party” or collectively as the “Parties.”
This
Agreement is dated June 30, 2023
WHEREAS
ZAND holds all right, title and interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated
good will and patent rights to the intellectual property described in Exhibit A. (“IP Rights”)
WHEREAS
SYBE desires to purchase a fifty per cent (50%) interest in and to the IP rights. (“50% Interest”)
NOW,
THEREFORE, in consideration of the mutual covenants and obligations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, SYBE and ZAND hereby agree as follows:
1.
Purchase and Sale:
Upon
the terms and subject to the conditions set forth herein, the ZAND agrees to sell, and the SYBE agrees to purchase the 50% Interest.
2.
Consideration:
Consideration for the 50% Interest shall be :
(a)
PROMISSORY NOTE:
Promissory
Note (Exhibit B) attached hereto and made a part of this Agreement.
(b)
CONTINGENT PAYMENT:
One Million newly issued shares of the common stock of SYBE to be issued no later than ten days subsequent to the filing of assignment
required pursuant to Section 3 of this Agreement (“Stock Payment”). Should such filing not be made by July 31, 2023 ZAND
shall not receive the Stock Payment.
3.
Assignment
No
later than July 31, 2023 ZAND shall cause to be filed with the United States Patent and Trademark Office any and all documentation which
may be required in order to record the transfer of the 50% Interest to SYBE.
4.
Development and Commercialization
The
Parties agree to jointly develop and commercialize the IP Rights for veterinary use upon mutually acceptable terms and conditions. As
used in this Agreement the term develop shall mean to engage in pre-clinical and clinical research and development activities, including
toxicology and other pre-clinical development efforts, stability testing, process development, pre-formulation, formulation development,
delivery system development, quality assurance and quality control development, statistical analysis, clinical pharmacology, clinical
studies (including without limitation Clinical Trials), regulatory affairs, and regulatory approval and clinical study regulatory activities.
As used in this Agreement commercialize shall mean engaging in activities directed to marketing, promoting, research and development
as required, manufacturing for sale, offering for sale, distributing, importing or selling a product, including sub-licensing or sub-contracting
of these activities.
Each Party shall be entitled to 50% of any and all Revenues derived from Development and Commercialization.
Each
Party shall be responsible for 50% of all any and all expenses incurred in connection with Development and Commercialization.
5.
Further sale or license
Neither party shall transfer right, title and interest in and to including, but not limited to, the copyrights, trade secrets, trademarks
and associated good will and patent rights to the IP Rights in whole or in part without the written consent of the other Party.
Neither
Party shall grant any rights or license to the IP Rights to any entity without the written consent of the other Party.
6.
Confidentiality
(a)
Confidential Information. The Parties may provide Confidential Information to each other, including but not limited to each Party’s
know-how, invention disclosures, proprietary materials and/or technologies, economic information, business or research strategies, trade
secrets and material embodiments thereof. As used herein, “Confidential Information” means any information of a confidential
and proprietary nature disclosed by a Party to this Agreement to the other Party (i) in written form marked “confidential”
or (ii) in oral form if summarized in a writing marked “confidential” delivered to the receiving Party within thirty (30)
days after the oral disclosure.
(b)
Confidentiality and Non-Use. The recipient of a disclosing Party’s Confidential Information shall maintain such Confidential Information
in confidence, and shall disclose such Confidential Information only to its employees, agents, consultants, Affiliates, licensors, sublicensees,
attorneys, accountants, investors, potential acquirors and advisors who have a reasonable need to know such Confidential Information
and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein and for whom each Party
shall be responsible for any breach of this Section 6. The recipient of the disclosing Party’s Confidential Information shall use
such Confidential Information solely to exercise its rights and perform its obligations under this Agreement (including, without limitation,
the right to use and disclose such Confidential Information in regulatory applications and filings), unless otherwise mutually agreed
in writing. The recipient of the other Party’s Confidential Information shall take the same degree of care that it uses to protect
its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care).
(c)
Exclusions. Confidential Information shall not include information that: (a) is in the recipient’s possession prior to receipt
from the disclosing Party as established by documentary proof; (b) is or becomes, through no fault of the recipient or its Affiliates
or sublicensees hereunder, publicly known (as shown by the recipient’s written record); (c) is furnished to the recipient by a
third party without breach of a duty to the disclosing Party; (d) is independently developed by the recipient without use of, application
of or access to the disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable law, but only
for the sole purpose of and solely to the extent required by such law, and provided that the recipient, to the extent possible, shall
give the disclosing Party prior written notice of the proposed disclosure and cooperate fully with the disclosing Party to minimize the
scope of any such required disclosure, to the extent possible and in accordance with applicable law.
(d)
Termination. All obligations of confidentiality and non-use imposed under this Section 6 (Confidentiality) shall expire five (5) years
after the date of disclosure of such information under this Agreement.
7.
ASSIGNMENT:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other parties . Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Notwithstanding
the above either Party assign this Agreement or any of the rights, interests or obligations hereunder to an Affiliate of that Party without
obtaining the prior written consent of the other Party.
Affiliate as used in this Agreement shall mean any entity that is controlled by, controls, or is under common control with a Party. For
such purpose the term “control” means (a) direct or indirect ownership of more than fifty percent (50%) of the voting interest
in the entity in question, or more than fifty percent (50%) interest in the income of the entity in question; provided, however, that
if local law requires a minimum percentage of local ownership of greater than fifty percent (50%), control will be established by direct
or indirect beneficial ownership of one hundred percent (100%) of the maximum ownership percentage that may, under such local law, be
owned by foreign interests; or (b) possession, directly or indirectly, of the power to direct or cause the direction of management or
policies of the entity in question (whether through ownership of securities or other ownership interests, by contract or otherwise).
8.
NOTICES:
Any
notice, report, communication or consent required or permitted by this Agreement shall be in writing and shall be sent (a) by prepaid
registered or certified mail, return receipt requested, (b) by overnight express delivery service by a nationally recognized courier,
or (c) via confirmed facsimile or telecopy, followed within five (5) days by a copy mailed in the preceding manner, addressed to the
other Party. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee,
when tendered.
9.
GOVERNING LAW,VENUE, And WAIVER OF JURY TRIAL:
All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence
an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.
10.
SEVERABILITY:
If
any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and
this Agreement shall be carried out as if any such invalid or unenforceable provisions were not contained herein.
11.
WAIVER:
Failure
by either Party to enforce a term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this
Agreement or any other agreement that may be in place between the Parties.
12.
MODIFICATION:
This
Agreement may not be altered, amended or modified in any way except by a writing signed by both Parties.
13
SPECIFIC PERFORMANCE
Parties agree that irreparable damage could occur if any of the provisions of this Agreement was not performed in accordance with its
specific terms. Accordingly, the Parties agree that they each shall be entitled to seek from a court of competent jurisdiction specific
performance of the terms of this Agreement (in addition to any other remedy to which each Party is entitled).
14.
ENTIRE AGREEMENT:
The
Parties acknowledge that this Agreement, together with the exhibits attached hereto, sets forth the entire agreement and understanding
of the Parties as to the subject matter hereof, and supersedes all prior and contemporaneous discussions, agreements and writings in
respect hereto.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.
SYBLEU
INC. |
ZANDER
BIOLOGICS, INC. |
By:
Joseph G Vaini |
By:
David R. Koos |
Its:
CEO |
Its:
CEO |
Signature:/s/Joseph
G Vaini |
Signature:
/s/David R. Koos |
EXHIBIT
A
The
invention disclosed in US Patent US11377442B2, all patent rights to the invention described in US Patent US11377442B2 as well as all
trade secrets, trademarks and associated good will to the invention described in US Patent US11377442B2 AND
The
invention disclosed in US Patent US10472351B2 , all patent rights to the invention described in US Patent US10472351B2 as well as all
trade secrets, trademarks and associated good will to the invention described in US Patent US10472351B2
EXHIBIT
B
PROMISSORY
NOTE DATED June 30, 2023
(“Note”)
For value received SYBLEU INC. promises to pay to ZANDER BIOLOGICS, INC. the principal sum of Three Hundred Thousand Dollars [$300,000.00]
with accrued simple interest at the rate of 10% percent per annum on the balance. The said principal and accrued interest shall be payable
in lawful money of the United States of America on June 30, 2025. Simple interest of 10% per annum shall accrue from June 30, 2023 to
June 30, 2025 on any unpaid principal balance .This Note may be prepaid in whole or in part at any time without premium or penalty.
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and
enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence
an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.
SYBLEU
INC. |
By:
Joseph G Vaini |
Its:
CEO |
Signature:/s/Joseph
G Vaini |
ACCEPTED
BY
ZANDER
BIOLOGICS, INC. |
By:
David R. Koos |
Its:
CEO |
Signature:/s/David
R. Koos |
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