Current Report Filing (8-k)
15 March 2017 - 7:32AM
Edgar (US Regulatory)
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 1, 2017
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)
702 1404
(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))
Item
5.02 Compensatory Arrangements of Certain Officers.
On
March 1, 2017, Regen Biopharma, Inc. (the “Company”) amended that employment agreement (“Employment Agreement”
entered into by and between David R. Koos ( the Company’s Chief Executive Officer) and the Company on February 11, 2015
as follows:
|
(1)
|
The
Term of the Employment Agreement shall conclude on December 31, 2019 unless sooner terminated
in accordance with the provisions of Section 6 of the Employment Agreement.
|
|
(2)
|
On
or before March 15, 2017 Company shall issue to David R. Koos (“ Employee”)
11,500,000 shares of the Company’s Series M Preferred Stock.
|
|
(3)
|
Within
10 days of the sooner of execution of an agreement to a transaction whose completion
would result in a “Change of Control” of the Company or Checkpoint Immunology,
Inc., a wholly owned subsidiary of the Company (“Checkpoint”) or 10 days
subsequent to the granting of a license by either of the Company or Checkpoint to an
unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s or Checkpoint’s proprietary NR2F6 intellectual
property , the Company shall issue to Employee an additional forty million shares of
the Company’s Series M Preferred Stock (“Milestone Stock”)
|
|
(4)
|
Beginning
10 days subsequent to a Change of Control of either the Company or Checkpoint, Employee
shall have the right to exchange up to the total number of the Company's Series M Preferred
Shares issued to the Employee pursuant to the terms and conditions of this agreement
for an equivalent number of either of the Company's common shares or the Company's Series
A Preferred Shares. This right shall be withdrawn in the event Employee's employment
by the Company is terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment
Agreement. This right shall be withdrawn in the event of Employee's resignation.
|
|
(5)
|
Notwithstanding
the foregoing, beginning 10 days subsequent to the date which is twelve months subsequent
to the execution of this agreement, Employee shall have the right to exchange up to the
total number of the Company's Series M Preferred Shares issued to the Employee pursuant
to the terms and conditions of this agreement for an equivalent number of either of the
Company's common shares or the Company's Series A Preferred Shares. This right shall
be withdrawn in the event Employee's employment by the Company is terminated pursuant
to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement . This right shall be withdrawn
in the event of Employee's resignation .
|
The
foregoing description of the aforementioned amendment to the Employment Agreement is not complete and is qualified in its entirety
by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated
in this Item 5.02 by reference.
On
March 1, 2017, Regen Biopharma, Inc. (the “Company”) amended that employment agreement (“Employment Agreement”
entered into by and between Harry Lander ( the Company’s President) and the Company on October 9, 2015 as follows:
|
(1)
|
The
Term of the Employment Agreement shall conclude on December 31, 2019 unless sooner terminated
in accordance with the provisions of Section 6 of the Employment Agreement.
|
|
(2)
|
On
or before March 15, 2017 Company shall issue to Harry Lander (“ Employee”)
10,000,000 shares of the Company’s Series M Preferred Stock.
|
|
(3)
|
Within
10 days of the sooner of execution of an agreement to a transaction whose completion
would result in a “Change of Control” of the Company or Checkpoint Immunology,
Inc., a wholly owned subsidiary of the Company (“Checkpoint”) or 10 days
subsequent to the granting of a license by either of the Company or Checkpoint to an
unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s or Checkpoint’s proprietary NR2F6 intellectual
property , the Company shall issue to Employee an additional forty million shares of
the Company’s Series M Preferred Stock (“Milestone Stock”)
|
|
(4)
|
Beginning
10 days subsequent to a Change of Control of either the Company or Checkpoint, Employee
shall have the right to exchange up to the total number of the Company's Series M Preferred
Shares issued to the Employee pursuant to the terms and conditions of this agreement
for an equivalent number of either of the Company's common shares or the Company's Series
A Preferred Shares. This right shall be withdrawn in the event Employee's employment
by the Company is terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment
Agreement. This right shall be withdrawn in the event of Employee's resignation.
|
|
(5)
|
Notwithstanding
the foregoing, beginning 10 days subsequent to the date which is twelve months subsequent
to the execution of this agreement, Employee shall have the right to exchange up to the
total number of the Company's Series M Preferred Shares issued to the Employee pursuant
to the terms and conditions of this agreement for an equivalent number of either of the
Company's common shares or the Company's Series A Preferred Shares. This right shall
be withdrawn in the event Employee's employment by the Company is terminated pursuant
to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement . This right shall be withdrawn
in the event of Employee's resignation.
|
|
(6)
|
Ten
million shares of the Company's Series A Preferred stock issued to Employee by the Company
pursuant to the Employment Agreement shall be returned to the Company by Employee on
or before March 1, 2017 in order that these shares may be cancelled by the Company.
|
The
foregoing description of the aforementioned amendment to the Employment Agreement is not complete and is qualified in its entirety
by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated
in this Item 5.02 by reference.
On
March 1, 2017, Regen Biopharma, Inc. (the “Company”) amended that employment agreement (“Employment Agreement”
entered into by and between Todd Caven ( the Company’s Chief Financial Officer) and the Company on February 11, 2015 as
follows:
|
(1)
|
The
Term of the Employment Agreement shall conclude on December 31, 2019 unless sooner terminated
in accordance with the provisions of Section 6 of the Employment Agreement.
|
|
(2)
|
On
or before March 15, 2017 Company shall issue to Todd Caven (“ Employee”)
10,000,000 shares of the Company’s Series M Preferred Stock.
|
|
(3)
|
Within
10 days of the sooner of execution of an agreement to a transaction whose completion
would result in a “Change of Control” of the Company or Checkpoint Immunology,
Inc., a wholly owned subsidiary of the Company (“Checkpoint”) or 10 days
subsequent to the granting of a license by either of the Company or Checkpoint to an
unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s or Checkpoint’s proprietary NR2F6 intellectual
property , the Company shall issue to Employee an additional forty million shares of
the Company’s Series M Preferred Stock (“Milestone Stock”)
|
|
(4)
|
Beginning
10 days subsequent to a Change of Control of either the Company or Checkpoint, Employee
shall have the right to exchange up to the total number of the Company's Series M Preferred
Shares issued to the Employee pursuant to the terms and conditions of this agreement
for an equivalent number of either of the Company's common shares or the Company's Series
A Preferred Shares. This right shall be withdrawn in the event Employee's employment
by the Company is terminated pursuant to Section 6(a)(iii) or 6(a)(iv) of the Employment
Agreement. This right shall be withdrawn in the event of Employee's resignation.
|
|
(5)
|
Notwithstanding
the foregoing, beginning 10 days subsequent to the date which is twelve months subsequent
to the execution of this agreement, Employee shall have the right to exchange up to the
total number of the Company's Series M Preferred Shares issued to the Employee pursuant
to the terms and conditions of this agreement for an equivalent number of either of the
Company's common shares or the Company's Series A Preferred Shares. This right shall
be withdrawn in the event Employee's employment by the Company is terminated pursuant
to Section 6(a)(iii) or 6(a)(iv) of the Employment Agreement . This right shall be withdrawn
in the event of Employee's resignation .
|
The
foregoing description of the aforementioned amendment to the Employment Agreement is not complete and is qualified in its entirety
by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated
in this Item 5.02 by reference.
Item
3.02 Unregistered Sales of Equity Securities
On
March 8, 2017 Regen Biopharma, Inc. (“Regen”) issued 11,500,000 of Regen’s Series M Preferred Shares (“Shares”)
to David R. Koos, Regen’s Chief Executive Officer, pursuant to the terms and conditions of the aforementioned amendment
to that employment agreement entered into by and between Regen and David R. Koos on February 11, 2015.
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 securities comprising
the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities.
On
March 8, 2017 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 of Regen’s Series M Preferred Shares (“Shares”)
to Todd Caven, Regen’s Chief Financial Officer, pursuant to the terms and conditions of the aforementioned amendment to
that employment agreement entered into by and between Regen and Todd Caven on February 11, 2015.
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 securities comprising
the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities.
On
March 8, 2017 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 of Regen’s Series M Preferred Shares (“Shares”)
to Harry Lander, Regen’s President, pursuant to the terms and conditions of the aforementioned amendment to that employment
agreement entered into by and between Regen and Harry Lander on October 9, 2015.
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 securities comprising
the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities.
On
March 8, 2017 Regen Biopharma, Inc. (“Regen”) issued 20,000 of Regen’s Series AA Preferred Shares (“Shares”)
to David R. Koos, Regen’s Chairman and Chief Executive Officer, in satisfaction of $5,000 of accrued salary owed to David
R. 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 securities comprising
the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities.
Item
8.01 Other Events
On
March 13, 2017 David R. Koos submitted to Regen for cancellation:
|
(a)
|
9,000,000
common shares of Regen personally owned by David R. Koos
|
|
(b)
|
2,500,000
of Regen’s Series A Preferred shares personally owned by David R. Koos
|
On
March 13, 2017 Harry Lander submitted to Regen for cancellation 10,000,000 of Regen’s Series A Preferred shares personally
owned by David R. Koos:
Item 9.01
Exhibits.
Exhibit
No.
|
Description
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10.1
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Amendment
to Employment Agreement Koos
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10.2
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Amendment
to Employment Agreement Lander
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10.3
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Amendment
to Employment Agreement Caven
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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.
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REGEN
BIOPHARMA, INC.
|
|
|
Dated:
March 14, 2017
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By:
/s/
David Koos
|
|
David
Koos
|
|
Chief
Executive Officer
|
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