Amended Current Report Filing (8-k/a)
10 May 2019 - 8:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 8, 2019
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))
As
used herein, the term “Company,” “us,” “we” and “our” refers to Regen BioPharma,
Inc., a Nevada corporation and its subsidiaries.
Item
7.01. Regulation FD Disclosure.
This
is Amendment No. 1 to our Form 8-K that we filed with the Securities and Exchange Commission on May 8, 2019 (the “
Prior
Form 8-K
”). The purpose of this Amendment No. 1 is to further confirm and expand on the disclosures set forth in
the Prior Form 8-K as follows:
|
•
|
The
press release referenced in the Prior Form 8-K and stating that the Company had initiated
a reverse merger with Aregen Bioscience Inc. (the “
Press Release
”)
is entirely a false and misleading press release that contains serious material factual
misrepresentations.
|
|
•
|
We
have not had, as of this date, any discussions, negotiations, or any dealings with Aregan
Bioscience, Inc. or any representatives of that company or any other persons regarding
any business combination including, but not limited to, a reverse merger or acquisition.
|
|
•
|
We
do not know who or why anyone would publish and disseminate such false and misleading
statements regarding the Company and its affairs.
|
|
•
|
We
have no relationship with any of the persons who prepared, published, and disseminated
the Press Release.
|
|
•
|
We
did not participate in the preparation and the dissemination of the Press Release, we
were not asked to participate in the preparation and dissemination of the Press Release
and we had no basis to believe or anticipate that any such Press Release was being issued,
disseminated, and otherwise published.
|
|
•
|
We
did not authorize that press release and we had no expectation that any such press release
was to be published or disseminated by anyone.
|
|
•
|
We
are entirely appalled by the actions of those who prepared and published the Press Release
and we caution our stockholders and others to remain vigilant in disregarding suspicious
public statements and other published “press releases” claiming to disclose
our affairs unless there is a clear basis to confirm that the statements and press releases
have been issued by us.
|
As
appropriate, we may take further action to ensure that our stockholders and the market fully understand that we remain vigilant
in upholding and conducting our affairs consistent with best practices and the requirements of the law.
Item
8.01. Other Events
This
is Amendment No. 1 to our Form 8-K that we filed with the Securities and Exchange Commission on May 8, 2019 (the “
Prior
Form 8-K
”). The purpose of this Amendment No. 1 is to further confirm and expand on the disclosures set forth in
the Prior Form 8-K as follows:
|
•
|
The
press release referenced in the Prior Form 8-K and stating that the Company had initiated
a reverse merger with Aregen Bioscience Inc. (the “
Press Release
”)
is entirely a false and misleading press release that contains serious material factual
misrepresentations.
|
|
•
|
We
have not had, as of this date, any discussions, negotiations, or any dealings with Aregan
Bioscience, Inc. or any representatives of that company or any other persons regarding
any business combination including, but not limited to, a reverse merger or acquisition.
|
|
•
|
We
do not know who or why anyone would publish and disseminate such false and misleading
statements regarding the Company and its affairs.
|
|
•
|
We
have no relationship with any of the persons who prepared, published, and disseminated
the Press Release.
|
|
•
|
We
did not participate in the preparation and the dissemination of the Press Release, we
were not asked to participate in the preparation and dissemination of the Press Release
and we had not basis to believe that any such Press Release was being issued, disseminated,
and otherwise published.
|
|
•
|
We
did not authorize that press release and we had no expectation that any such press release
was to be published or disseminated by anyone.
|
|
•
|
We
are entirely appalled by the actions of those who prepared and published the Press Release
and we caution our stockholders and others to remain vigilant in disregarding suspicious
public statements and other published “press releases” claiming to disclose
our affairs unless there is a clear basis to confirm that the statements and press releases
have been issued by us.
|
As
appropriate, we may take further action to ensure that our stockholders and the market fully understand that we remain vigilant
in upholding and conducting our affairs consistent with best practices and the requirements of the law.
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.
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|
|
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Date: May 9, 2019
|
|
By:
/s/ David Koos
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|
|
David Koos, CHief Executive Officer
|
|
|
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