Current Report Filing (8-k)
11 Aprile 2016 - 12:06PM
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): April 7, 2016
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
3.02 Unregistered Sales of Equity Securities
On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing
all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational
New Drug Application for HemaXellerate..
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
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards
to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s
Investigational New Drug Application for HemaXellerate.
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
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to Tod Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing
all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational
New Drug Application for HemaXellerate.
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
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 1,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
in settlement of $10,000 of principal indebtedness.
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 9.01
Financial Statements and Exhibits.
Exhibit
No.
|
Description
|
10.1
|
David
Koos Agreement
|
10.2
|
Harry
Lander Agreement
|
10.3
|
Todd
Caven Agreement
|
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:
April 8, 2016
|
By:
/s/
David Koos
|
|
David
Koos
|
|
Chief
Executive Officer
|
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