Current Report Filing (8-k)
May 17 2022 - 9:08AM
Edgar (US Regulatory)
0001589150
false
0001589150
2022-05-10
2022-05-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 10, 2022
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) 722 5505
(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))
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| |
None |
|
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sales of Equity Securities
On May 16, 2022 Regen Biopharma, Inc. (the “Company”) issued
100,000,000 common shares (“Shares”) to Coventry Enterprises LLC in satisfaction of $334,800 of convertible indebtedness.
The principal balance remaining on the $1,500,000 promissory note issued to Coventry Enterprises LLC is $648,001 as of May 16,2022.
All the abovementioned securities 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 securities were sold directly through our management. No commission or other consideration was paid in connection with the
sale of the securities. There was no advertisement or general solicitation made in connection with this Offer and Sale of securities.
Item 8.01. Other Events
On May 10, 2022 the United States Patent and Trademark Office issued Patent No. 11,324,719 B2 to KCL Therapeutics, Inc. ( a wholly owned
subsidiary of the Company) in connection with the invention titled “Small molecule agonists and antagonists of NR2F6 activity in
humans”. The invention relates to compounds useful to alteration of NR2F6 activity.
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: May 17, 2022 |
By:
/s/ David Koos |
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