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): February 25, 2015
REGENICIN, INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
333-146834 |
27-3083341 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 10 High Court, Little Falls, NJ 07424 |
| Address of principal executive offices |
Registrant’s telephone number, including area code: (646)
403-3581
|
________________________________________________
(Former name or former address,
if changed since last report) |
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 (17CFR 230.425) |
|
|
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
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| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
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| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 1 – Registrant’s Business
and Operations
Item 1.01 Entry into a Material Definitive
Agreement
On February 25, 2015, we completed the final
outstanding contractual arrangements under our Asset Purchase Agreement dated November 7, 2014 (the Agreement”) with Amarantus
Bioscience Holdings, Inc. (“Amarantus”). As required under the Agreement, Amarantus has made the final payments due
to us in the amount of $2,300,00.00, along with a payment of $200,000 to our senior secured creditor. In addition, we, along with
Amaratus, have signed a Settlement Agreement in our lawsuit with Lonza Group, Ltd and its related entities (“Lonza”).
As a result, we are currently in the process of filing a joint dismissal of all claims, known or unknown, in the Lonza matter.
The foregoing is a summary of the terms of the Settlement Agreement
and is not a complete description of its terms. The full text of the Settlement Agreement, which is filed herewith as Exhibit 10.1,
should be reviewed in it is entirety for further information.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
SIGNATURES
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.
REGENICIN, INC.
/s/ Randall McCoy
Randall McCoy
CEO and Director
Date: February 26, 2015
SETTLEMENT
AGREEMENT
This
Settlement Agreement (the
"Settlement Agreement") and
release of claims
is made and entered
into as of
February 23, 2015,
(the "Effective Date")
by and among
the following parties: LONZA GROUP, LTD. ("LONZA GROUP"), LONZA AMERICA,
INC. ("LAI"), LONZA WALKERSVILLE, INC. ("LWI")
(collectively "Lonza") and
AMARANTUS
BIOSCIENCE HOLDINGS, INC.,
individually and as successor
to and on behalf
of REGENICIN, INC. ("Amarantus"),
and REGENICIN, INC. ("REGENICIN")
(Lonza, Amarantus, and Regenicin collectively referred
to herein as the "Parties").
WHEREAS,
through its subsidiary,
Cutanogen Corporation ("Cutanogen"),
LWI is
involved in the
development of an engineered-skin-substitute
referred to at various times as "CSS",
"ESS" and/or "PermaDerm") (collectively herein referred to as
"Product"); and
WHEREAS,
on or about July
21, 2010, LWI
entered into a
Know-How License and Stock
Purchase Agreement ("Know-How
License") with Regenicin
pursuant to which LWI granted Regenicin
a license to use certain proprietary Product-related know how for purposes of obtaining
approval by the Food and Drug Administration,
after which Regenicin and LWI would enter into a stock purchase agreement enabling
Regenicin to acquire Cutanogen; and
WHEREAS,
on or about
September 30, 2013,
Regenicin commenced an
action in the Superior
Court of Fulton
County entitled, Regenicin,
Inc. v. Lonza
Walkersville, Inc., Lonza Group, Ltd. And Lonza America, Inc., Case No. 2013-CV-237150, which action
was removed to the United States District Court for the Northern District of Georgia, Case
No. 1:13-cv-3596, and thereafter
transferred to the United States District Court
for the District of New
Jersey, Case No. 1:13-cv-3596 (the
"Action"); and
WHEREAS,
in the Action,
Regenicin has asserted
numerous claims (the "Claims")
against Lonza, all
of which such
Claims Lonza denies
and reject as
wholly without merit; and
WHEREAS,
Lonza further intends
to file numerous
counterclaims against Regenicin in
the Action (the
"Counterclaims"); and
WHEREAS,
on or about
November 19, 2014,
Amarantus entered into
an asset purchase agreement
with Regenicin (the
"Amarantus-Regenicin APA") pursuant to which
Amarantus has now acquired, inter
alia, all of Regenicin's rights, title and
claims related to the Action, including but
not limited to the Claims, and
any and all claims Regenicin had or may have had to Lonza's and/or Cutanogen's intellectual
property, manufacturing rights, licensing rights and know-how technology; and
WHEREAS,
Amarantus, Regenicin and
Lonza, now desire
to settle the
Action and all Claims
and Counterclaims relating
to the Action on the terms and
conditions set forth in this Settlement Agreement; and
WHEREAS,
Amarantus is fully-authorized,
pursuant to the
Amarantus-Regenicin APA, to
enter into this
Settlement Agreement and
bind Regenicin to
the terms and conditions set forth
herein and Regenicin expressly acknowledges Amarantus' authority to bind Regenicin to the
terms of this Settlement Agreement.
NOW,
THEREFORE, in consideration
of the mutual
agreements and undertakings of
the Parties set
forth below, the Parties,
intending to be legally bound, agree and covenant as follows:
1.
Dismissal of Action.
On or before
February 26, 2015,
the Parties, by
and through their counsel
of record, shall
sign and file the Stipulation of
Dismissal with Prejudice attached hereto as Exhibit "A" and, in doing so, shall cause the Action, including
all Claims and Counterclaims that
were asserted, or could have been asserted
therein, to be dismissed with prejudice.
2.
Authority to Bind. Each
of the Parties
represents that its
undersigned representative is fully
authorized to enter
into and bind it under this Settlement.
Moreover, Amarantus hereby represents and warrants that it is fully-authorized, pursuant to the
Amarantus-Regenicin APA, to enter into this Settlement Agreement and bind Regenicin
to the terms and conditions set forth herein including, but not
limited to, the Mutual Release set forth in Section 3 and the Dismissal of the Action set forth in Section 1 hereof.
3.
Mutual Release. In
consideration of and
subject to the
promises made in this
Settlement Agreement, Lonza,
Regenicin and Amarantus,
individually and together on
behalf of their
respective direct and indirect parent
and subsidiary companies, affiliates, predecessors (including Regenicin as a predecessor
to Amarantus), successors, assigns, and each of their respective past and present officers,
directors, stockholders, employees, agents,
heirs, executors, administrators,
insurers, attorneys, and consultants, and all persons or entities taking by, through,
or under them (each an "Affiliate" and collectively, "Affiliates"), hereby release, acquit, covenant
not to sue and forever discharge each other
and each other's Affiliates, and
their or their Affiliates' respective
directors, officers, employees, agents, attorneys, insurers,
aliases, affiliates and consultants, of and from any and all claims, counterclaims,
demands, judgments, liabilities, damages,
costs, including attorneys' fees, losses, accounts, bonds, bills, covenants, contracts,
agreements, promises, complaints, and causes of action of whatever kind or character,
whether known or unknown, at law or in equity, which Lonza,
Amarantus and/or Regenicin have, may
have, ever had, or may in the future
have against each other arising from or related to
the Action, including all Claims and Counterclaims that were asserted or could
have been asserted therein. This Mutual Release expressly includes, but
is not limited to any claims, whether known or unknown, asserted or unasserted,
relating to, (i) the Know-How License, and/or (ii) Regenicin's claim of
right, title, interest in and/or ownership of
Cutanogen and/or the Product, (iii)
the Know-How License and Stock Purchase
Agreement, dated June 30,
2009, between LWI and Vectoris Pharma
LLC (the "Vectoris Agreement")
and/or (iv) claims relating to Lonza's and/or Cutanogen's intellectual property,
manufacturing rights and know how technology; (v) claims related to Lonza's right to
any payments due from Regenicin; and/or (vi) claims for attorneys' fees and/or costs
relating to the Action, to Regenicin's Offer of Judgment filed in the Action and/or relating to the negotiation and/or
settlement of the Action. Notwithstanding the foregoing,
the Mutual Release set forth
herein shall not include
any claims Amarantus or Lonza
may have pursuant to the Option
Agreement between Amarantus ' and Lonza, as amended (the "Option Agreement").
4.
Indemnification. Amarantus shall, to
the fullest extent permitted by
law, indemnify, defend and
hold harmless Lonza
and each and
every Lonza Affiliate,
of, from and against any and all suits, actions,
legal or administrative proceedings, claims, liens, demands, damages, liabilities, losses, costs, fees (including expert
and attorney's fees) and costs of investigation, litigation,
settlement and judgment ("Indemnity Claims") directly or indirectly arising out of or
related in any way to (1) the actual
or alleged breach of Amarantus' representations, warranties or covenants contained
in this Settlement Agreement; (2) Lonza's or
any Lonza Affiliate's relationship with Regenicin or any
Regenicin alias or Affiliate including
but not limited to: Regenicin Research
of Georgia, LLC, Vectoris Pharma LLC, PharmaDerm, LLC, McCoy Enterprises and/or Randall
McCoy individually; (2) the Know-How License and/or the Vectoris Agreement and/or any services provided thereunder,
respectively; and/or (3) any actions or inaction by
Regenicin relating to Cutanogen or the Product; and/or (4) statements, representations,
filings, press releases or assertions made by Regenicin and/or Regenicin's Affiliates
regarding the Product and/or
Lonza. Amarantus, at its expense, shall assume control of the
defense and resolution of any Indemnity
Claim using legal counsel approved by Lonza and shall keep Lonza fully and timely
informed of the progress of such defense and resolution.
Lonza shall have the right to retain independent
legal counsel and monitor such Indemnity Claim's defense and resolution and Amarantus
and its counsel shall fully cooperate
with Lonza and its legal counsel in providing any information as they may request.
If both Amarantus and Lonza are named parties in
any Indemnity Claim and representation of both by the same
legal counsel would be inappropriate
due to the actual or potential conflict of
interests, then Lonza, at Amarantus' expense,
shall have the right to be represented by separate counsel of Lonza's choosing.
If Lonza, in its sole discretion, determines
that Amarantus has failed to (i) defend an Indemnity Claim to
Lonza's satisfaction or (ii) take timely
and reasonable steps to resolve an Indemnity Claim,
Lonza shall have the right,
but not the obligation, to assume control of the defense and resolution of such Indemnity Claim, and Amarantus shall be
bound by the results obtained by Lonza
with respect to the Indemnity Claim. Amarantus
shall not confess judgment or settle, compromise or resolve any Indemnity Claim without the written consent of Lonza.
4.
Attorneys' Fees
and Costs: Each
of the Parties
shall bear its
own costs and
expenses (including attorneys'
fees) in connection with
the Action, and the negotiation and drafting
of this Settlement Agreement. In the event
that it shall be necessary for the Parties to
initiate any action to enforce any of the terms
or provisions
contained
in this Settlement
Agreement, the prevailing
party in any such
action shall be entitled
to its reasonable costs
and attorneys' fees.
5.
No Admission
of Liability: This
Settlement Agreement shall
not be construed as an
admission of liability
by any of
the Parties as
to any Claims
or Counterclaims. The Parties acknowledge and
agree that they have
entered into this Settlement Agreement
merely to avoid the uncertainty and expense of continued litigation.
6.
Further Assurances: The Parties agree to
deliver promptly and
to execute promptly any
documents reasonably necessary
to the consummation
of the Settlement Agreement,
and to do such further acts and things as
may be necessary to carry out the intent and purposes of this Settlement Agreement.
7.
Integration: This
Settlement Agreement constitutes the
entire agreement between the
Parties regarding the
subject matter of
this Settlement Agreement,
and, except where otherwise so stated in this Settlement Agreement,
it supersedes any and all prior representations, commitments, covenants, warranties,
statements, discussions, negotiations, understandings, or agreements, either oral or written, express
or implied, regarding the subject matter of this Settlement Agreement;
provided, however, that this Settlement Agreement shall not supersede the Option
Agreement.
8.
Severability: If
any term or
provision of this
Settlement Agreement, or
the application thereof to
either Party, shall,
to any extent, be invalid or unenforceable, the remainder of this
Settlement Agreement, or the application of such term or
provision to either Party, other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each
term and provision of this Settlement Agreement shall be valid and be
enforced to the fullest extent permitted by law.
9.
Consultation With
Counsel: The Parties
represent that they
have read and understand
the meaning and
effect of this
Settlement Agreement and
that they have had an opportunity
to consult with an attorney before executing this Settlement Agreement.
10.
Mutual Preparation:
The Parties agree
that neither Party
shall be deemed to
have drafted this Settlement
Agreement. This Settlement Agreement
is the product
of the collaborative effort of the Parties and
their counsel. This Settlement
Agreement shall not be construed against either Party on
the basis that
it is the author of or
is otherwise responsible for any of the
language of this Settlement Agreement.
11.
No Modification or
Amendment: No modification
or amendment of
this Settlement Agreement
shall be valid or
enforceable unless agreed
to in a writing signed by each Party.
12.
No Waiver.
There shall be no
waiver of any
term or condition
absent an express writing
to that effect by
the Party to be
charged with that
waiver. No waiver of any term
or condition in this Settlement
Agreement by any Party shall be
construed as a waiver of a subsequent
breach or failure of the
same term or condition, or waiver
of any other term or condition of this Settlement Agreement.
13.
Governing Law
and Forum Selection.
This Settlement Agreement
shall be interpreted, enforced
and governed by
the laws of
the State of New Jersey without regard to principles of conflict of laws.
Any and all claims relating to or arising out of this Settlement Agreement shall
be brought in a state or
federal court in New Jersey and the Parties hereby consent to
submit themselves to the jurisdiction of
such court.
14.
Non-Disclosure. No
Party shall make
any disclosure to
any third parties regarding
the Action, Claims,
Counterclaims, or this
Settlement Agreement except to
the extent mutually-agreed upon by the Parties in advance of disclosure. This provision
shall not prevent any person including
the Parties, from providing testimony, other evidence, or documents if that
person is required to do so by applicable
law, rule or regulation of
a governmental authority or self-governing organization,
or otherwise by or
in connection with legal process.
15.
Specific Performance.
The Parties acknowledge
and agree that
each Party hereto will be
irreparably damaged in the
event any of the
provisions of this Agreement are not
performed by the Parties in
accordance with their specific
terms or are otherwise breached. Accordingly, it
is agreed that (a)
each of the Parties shall be entitled to specific performance of
this Agreement and its terms and provisions in any action instituted in accordance
with this Agreement and to an
injunction to prevent breaches or threatened breaches of this Agreement; (b)
no Party shall plead in defense for any such relief that there would
be an adequate remedy at law;
(c) any applicable right or
requirement that a bond be
posted by either party is waived; and (d)
such remedies shall not
be the exclusive remedies for
a breach of this Agreement, but will be in addition to all other remedies available
at law or in equity.
16.
Counterparts: This
Settlement Agreement may
be executed in
multiple counterparts, and each
executed counterpart shall
have the same
force and effect as
an original instrument, as if each of the
Parties to each counterpart had signed
the same instrument. A facsimile or scanned PDF file copy of a signature to this Settlement
Agreement shall have the same force and effect as an original signature.
[Remainder
of Page Left
Intentionally Blank]
IN
WITNESS WHEREOF, and
having read and
understood all of
the terms and conditions
of this Settlement Agreement, the
Parties have caused this Settlement Agreement to be executed as of the Effective Date.
LONZA
GROUP, LTD
By:
/s/ Authorized Signatory
Name:
Authorized Signatory
Title:
Senior Legal Counsel
By:
/s/ Authorized Signatory
Name:
Authorized Signatory
Title:
Senior IP Business Partner Chemicals
LONZA
AMERICA, INC.
By:
/s/ Authorized Signatory
Name:
Authorized Signatory
Title:President
LONZA
WALKERSVILLE, INC.
By:
/s/ Authorized Signatory
Name:
Authorized Signatory
Title:
President
AMARANTUS
BIOSCIENCE HOLDINGS, INC.
By: /s/
Gerald Commissiong
Name: Gerald
Commissiong
Title: President
& CEO
REGENICIN,
INC., by its
successor AMARANTUS BIOSCIENCE HOLDINGS,
INC.
By:
Gerald Commissiong
Name:
Gerald Commissiong
Title:
President & CEO
REGENICIN,
INC.
By:
/s Randall McCoy
Name:
Randall McCoy
Title:CEO
EXHIBIT
A
IN
THE UNITED STATES
DISTRICT COURT
FOR
THE DISTRICT OF
NEW JERSEY
REGENICIN,
INC.
Plaintiff,
vs.
LONZA
WALKERSVILLE, INC., LONZA GROUP, LTD.,
LONZA AMERICA, INC.
Defendants. |
CIVIL
ACTION NO. 14-cv-2775
|
STIPULATION
OF DISMISSAL WITH
PREJUDICE
Plaintiff,
Regenicin, Inc. and
Defendants, Lonza Walkersville,
Inc., Lonza Group, Ltd.
and Lonza America,
Inc. ("Defendants"), pursuant
to Federal Rule
of Civil Procedure 41(a)(l)(A)(ii),
hereby file this Stipulation of Dismissal with Prejudice, dismissing
all claims with prejudice in the above-styled
action. Each of the
parties shall bear their own costs and expenses of this action.
STIPULATED
TO this _
day of , 201_.
Ronald
A. Giller
Michael
T. Miano
Gordon
& Rees, LLP
18
Columbia Turnpike
Suite
220
Florham
Park, NJ 07932
Telephone:
(973) 549-2500
Facsimile:
(973) 377-1911
griller@gordonrees.com
mmiano@gordonrees.com
Attorney
for Plaintiff |
Janeen
Olsen Dougherty
Grey
Street Legal, LLC
356
N. Pottstown Pike,
Ste 200
Exton,
PA 19341
Telephone:
(610) 594-4737
Facsimile:
(610) 594-4733 Janeen.Dougherty@greystreetlegal.com
Attorney
for Defendants |
SO
ORDERED:
__________________________
JOSEPH
E. IRENAS, U.S.D.J.
Regenicin (CE) (USOTC:RGIN)
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