Item
1.01 Entry into a Material Definitive Agreement
On
November 15, 2018 David Koos ( the Chairman and CEO of Regen BioPharma, Inc.) , Regen BioPharma Inc., Bostonia Partners Inc.,
Sherman Family Trust, Dunhill Ross Partners Inc. and Bio-Technology Partners Business Trust collectively entered into an agreement
to sell an aggregate of 23,733,334 shares of common stock, 667 shares of Series AA preferred stock, 534 shares of Series AAA Preferred
Stock and 1,001,533 shares of Non-Voting Convertible Preferred Stock of Entest Group, Inc. to an unaffiliated third party (“Agreement”).
Of
that aggregate, 8,000,000 shares of the common stock and 185,852 of the Non-Voting Convertible Preferred Stock of Entest Group,
Inc. are being sold by Regen BioPharma, Inc. proceeds from the sale to be received by Regen Biopharma, Inc. are:
$48,000
from the sale of 8,000,000 shares of the common stock
$1,858.52
from the sale of the Non-Voting Convertible Preferred Stock
The
foregoing description of the 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 1.01 by reference.
Entest
Group, Inc. and Regen Biopharma, Inc. (“RGBP”) agreed to satisfy any and all unpaid interest resulting
from accrued interest earned on Notes Payable to RGBP by Entest from the beginning of time to November 30, 2018
by transferring to RGBP 250,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. owned by Entest.
Entest
Group, Inc. and Regen Biopharma, Inc. (“RGBP”) agreed to satisfy any and all rent prepaid by RGBP
to Entest from the beginning of time to November 30, 2018 by transferring to RGBP 475,000 shares
of the Series M Preferred stock of Zander Therapeutics, Inc. owned by Entest.
David
R. Koos serves as Chairman and Chief Executive Officer of Entest Group, Inc., Zander Therapeutics, Inc. and Regen Biopharma, Inc.
Todd Caven serves as Chief Financial Officer of Regen Biopharma, Inc. and also serves as Chief Financial Officer and Director
of Zander Therapeutics, Inc. Harry Lander serves as President and Chief Scientific Officer of Regen Biopharma, Inc. and also serves
as President, Director and Chief Scientific Officer of Zander Therapeutics, Inc.