Current Report Filing (8-k)
22 March 2023 - 4:52AM
Edgar (US Regulatory)
0001589150
false
0001589150
2023-03-17
2023-03-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
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): March
17, 2023
REGEN BIOPHARMA, INC.
(Exact name of small business
issuer as specified in its charter)
| Nevada |
45-5192997 |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Commission File No.
333-191725
4700 Spring Street, St
304, La Mesa, California 91942
(Address of Principal Executive
Offices)
(619) 722 5505
(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 |
|
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
3.02, Unregistered Sales of Equity Securities
On March
17, 2023 Regen Biopharma, Inc. (“Regen”) issued 15,000 Series NC preferred shares (“Shares”) to David Koos, the
Company’s Chief Executive Officer, in consideration of $10,050 owed to David Koos by Regen.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were
retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration
was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer
and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
Item
3.03 Material Modification to Rights of Security Holders
On
March 17, 2023 Regen Biopharma, Inc. (“Regen”) issued 15,000 Series NC preferred shares (“Shares”) to David Koos,
the Company’s Chief Executive Officer, in consideration of $10,050 owed to David Koos by Regen.
The
Board of Directors of the Company have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to
each matter submitted to a vote of stockholders of the Corporation, each holder of Series NC Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times three hundred
and thirty four (334). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The
issuance of shares of Series NC Preferred Stock, with disproportionately high voting rights generally, will adversely affect the voting
power of holders of common stock of the Company. To the extent that the Series NC Preferred Stock may have anti-takeover effects, the
Company believes that the ability of the Company to issue shares with such voting power will encourage persons seeking to acquire the
Company to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed transaction in a manner
that best serves the stockholders’ interests.
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.
| |
REGEN BIOPHARMA, INC. |
| |
|
|
Dated: March 21, 2023
|
By: /s/ David Koos |
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