Notes
to Consolidated Financial Statements
As
of September 30, 2017
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company was organized April 24, 2012 under the laws of the State of Nevada.
The
Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other
entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt
to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.
The
Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation
for oncology applications and immune cell suppression for autoimmune disease.
The
Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval
from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for
the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s
products or therapies will be granted such approval. The Company’s current plans include the development of regenerative
medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company
would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase
III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that,
if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of KCL, Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary
of Regen. Significant inter-company transactions have been eliminated.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
D.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Of the cash on hand as of September 30, 2017 $19,705 is not insured by the Federal Deposit Insurance Corporation.
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in the year in which they are incurred. Expenditures
that enhance the value of property and equipment are capitalized.
F.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value
hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.
G.
DERIVATIVE LIABILITIES.
The
Company evaluates its convertible debt, options, warrants or other contracts, if any, to determine if those contracts or embedded
components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 of the FASB Accounting
Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market
each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability,
the change in fair value is recorded in the consolidated statement of operations.
The
Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative
contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any
unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement
and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative
using the Black-Scholes pricing model
The
Black Scoles pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded
derivative is recognized as of September 30, 2017 utilized the following imputs:
Risk Free Interest Rate
|
|
1.21 - 1.699
|
Expected Term
|
|
1-3 Yrs
|
Expected Volatility
|
|
124 - 174%
|
H.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of September 30, 2017 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100%
has been established.
Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.
I.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”,
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
J.
ADVERTISING
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 for the year ended September 30,
2017 .
K.
NOTES RECEIVABLE
Notes
receivable are stated at cost, less impairment, if any.
L.
REVENUE RECOGNITION
Sales
of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery
has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically
met upon the prepayment or invoicing and shipment of products.
The
Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees.
The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization
of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company
recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company
bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual
obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order
for that revenue to have been earned by the Company.
M.
INTEREST RECEIVABLE
Interest
receivable is stated at cost, less impairment, if any.
NOTE
2.
RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other
entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted
this standard.
The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under generally
accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing
financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under
this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes
imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30,
Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent,
there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the
amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events.
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however,
at the current period, management does not believe that it has met the conditions which would subject these financial statements
for additional disclosure.
On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.
On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:
The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.
Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.
While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.
On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.
A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.
NOTE
3. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated
net losses of $12,741,843 during the period from April 24, 2012 (inception) through September 30, 2017. This condition raises
substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going
concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately
to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management
plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company
will use or how much capital the Company will raise. During the year ended September 30, 2016 the Company raised $1,254,751 through
the issuance of equity securities for cash and $300,000 through the issuance of convertible debentures. During the quarter ended
December 31, 2016 the Company raised $585,000 through the issuance of equity securities for cash and $240,000 through the issuance
of convertible debentures. During the quarter ended March 31, 2017 the Company raised $25,000 through the issuance of equity securities
for cash and $200,000 through the issuance of convertible debentures. During the quarter ended June 30, 2017 the Company raised
$650,000 through the issuance of convertible debentures. During the quarter ended September 30, 2017 the Company raised $501,656
through the issuance of convertible debentures.
NOTE
4. NOTES PAYABLE
|
|
September
30, 2017
|
David
Koos ( Note 8)
|
|
|
227
|
|
Bostonia
Partners
|
|
|
58,288
|
|
Bio
Matrix Scientific Group, Inc. (Note 8)
|
|
|
6,000
|
|
Blackbriar
Partners, Inc.(Note 8)
|
|
$
|
46,840
|
|
Notes
payable
|
|
$
|
111,355
|
|
$227
lent to the Company by David Koos. is due and payable at the demand of the holder and bears simple interest at a rate of 15% per
annum.
$5,288
lent to the Company by Bostonia Partners is due and payable March 8, 2017 and bears simple interest at a rate of 10% per annum.
$53,000
lent to the Company by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.
$6,000
lent to the Company by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate
of 10% per annum.
$274
lent to the Company by Blackbriar Partners, Inc. is due and payable February 21, 2018 and bears simple interest at a rate of 10%
per annum.
$66
lent to the Company by Blackbriar Partners, Inc. is due and payable February 22, 2018 and bears simple interest at a rate of 10%
per annum.
$11,000
lent to the Company by Blackbriar Partners, Inc. is due and payable February 23, 2018 and bears simple interest at a rate of 10%
per annum.
$20,000
lent to the Company by Blackbriar Partners, Inc. is due and payable April 28, 2018 and bears simple interest at a rate of 10%
per annum.
$15,000
lent to the Company by Blackbriar Partners, Inc. is due and payable May 3, 2018 and bears simple interest at a rate of 10% per
annum.
$500
lent to the Company by Blackbriar Partners, Inc. is due and payable May 31, 2018 and bears simple interest at a rate of 10% per
annum.
NOTE 5.
CONVERTIBLE NOTES PAYABLE
On
March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the
Note is three years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant
to the following terms and conditions:
(a)
For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount
to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period
ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b)
For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year
2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as
defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever
is greater).
(c)
For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”)
a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d)
“Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the
“OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e.
Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that
are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for
such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period
on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
“Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service.
The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The
Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon
closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received
by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction
Event” shall mean either of:
(a)
The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b)
The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s proprietary NR2F6 intellectual property
The
issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible notes outstanding is $ 20,465. As of
September 30, 2017 $100,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is $0.
On
April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the
Note is three years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified pursuant
to the following terms and conditions:
(a)
For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount
to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period
ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(b)
For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year
2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as
defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever
is greater).
(c)
For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”)
a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).
(d)
“Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the
“OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e.
Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that
are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for
such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Company and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period
on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
“Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service.
The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities.
The
Company shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
Upon
closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received
by the Company from an unaffiliated third party as a result of the closing of a Transaction Event.
“Transaction
Event” shall mean either of:
(a)
The sale by the Company of the Company’s proprietary NR2F6 intellectual property to an unaffiliated third party
(b)
The granting of a license by the Company to an unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize the Company’s proprietary NR2F6 intellectual property
The
issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the
life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 5,026. As of September
30, 2017 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Note’s as converted value
exceeds the principal amount as of September 30, 2017 is $0.
On
August 26, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
(a)
$138,000 if the entire principal amount is converted into common stock
(b)
$166,000 if the entire principal amount is converted into Series A Preferred stock
On
September 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity
of the Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
(a)
$138,000 if the entire principal amount is converted into common stock
(b)
$166,000 if the entire principal amount is converted into Series A Preferred stock
On
September 20, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity
of the Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 0. As of September
30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of Septenber 30, 2017 is :
(a)
$138,000 if the entire principal amount is converted into common stock
(b)
$166,000 if the entire principal amount is converted into Series A Preferred stock
On
October 7, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 25,684. As of
September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
(a)
$138,000 if the entire principal amount is converted into common stock
(b)
$166,000 if the entire principal amount is converted into Series A Preferred stock
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 27,684. As of
September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
(a)
$138,000 if the entire principal amount is converted into common stock
(b)
$166,000 if the entire principal amount is converted into Series A Preferred stock
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 27,328. As of
September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
|
(a)
|
$138,000
if the entire principal amount is converted into common stock
|
|
(b)
|
|
$166,000
if the entire principal amount is converted into Series A Preferred stock
|
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is two years from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.0125 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $50,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 27,328. As of
September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
(a)
$138,000 if the entire principal amount is converted into common stock
(b)
$166,000 if the entire principal amount is converted into Series A Preferred stock
On
December 22, 2016 (“Issue date”) the Company issued a fifth Convertible Note (“Note”) in the face amount
of $40,000 for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity
of the Note is one year from the issue date.
The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock and/or Series A Preferred Stock, as such Stock exists on the Issue
Date, or any shares of capital stock or other securities of the Company into which such Stock shall hereafter be changed or reclassified
at a conversion price of $0.01 per share.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
The
issuance of the Note amounted in a beneficial conversion feature of $40,000 which is amortized under the Interest Method over
the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 9,424. As of
September 30, 2017 $40,000 of the principal amount of the Note remains outstanding.
The
amount by which the Note’s as converted value exceeds the principal amount as of September 30, 2017 is :
(a)
$147,600 if the entire principal amount is converted into common stock
(b)
$176,000 if the entire principal amount is converted into Series A Preferred stock
On
March 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000
for consideration consisting of $75,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is March 1, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share
.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30, 2017 $75,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $255,863 was recognized
by the Company as of September 30, 2017.
The
issuance of the Note amounted in a discount of $75,000 which is amortized under the Interest Method over the life of the Note.
As of September 30, 2017 the unamortized discount on the convertible note outstanding is $ 60,629.
On
March 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is March 9, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.025 per common share
.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30, 2017 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $85,287 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $ 20,392.
On
March 13, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is February 24, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common
Shares of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing
price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the
Lender to Regen or (b) $0.0125 per common share
.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $170,576 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $ 40,816.
On
March 31, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is March 31, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share
.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note.
As of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $170,576 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $41,788.
On
April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share
.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $85,288 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $21,281.
On
April 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is April 19, 2020. All or part of the principal is convertible at any time at the demand of the Lender into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price
of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender
to Regen or (b) $0.0125 per common share
.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $170,576 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $42,563.
On
May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000
for consideration consisting of $200,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of
the Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions,
whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding
stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of
such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii) That
date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $200,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $682,303 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $200,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $173,175.
On
May 10, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of
the Note is May 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions,
whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding
stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of
Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of
such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.05 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $341,151 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $86,941.
On
May 19, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of the
Note is May 19, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the date which is
the earlier of:
(i)
One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.0125 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $170,576 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $43,857.
On
June 26, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $150,000
for consideration consisting of $150,000 cash. The Note pays simple interest in the amount of 10% per annum . The maturity of
the Note is June 16, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $150,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $511,727 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $150,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $136,878.
On
June 28, 2016 the Company issued a Convertible Note (“Note”) in the face amount of $79,000 for consideration consisting
of $75,000 cash. The Note bears a one time interest charge of 10% of the principal amount of $79,000 and is convertible into the
Common Stock of the Company at a price per share equal to the lower of 60% of the lowest trade price in the 25 trading days prior
to conversion or 0.0365 however conversions cannot be effected for a price less than $0.01 per common share except in the event
of certain breaches of the Terms and Conditions of the Note by the Company. The Note matures 8 months from issuance. The issuance
of the Note amounted in a discount of $79,000 which is amortized under the Interest Method over the life of the Note. The Company
recognized an Original Issue Discount of $4,000 in connection with the issuance of the Note.On July 7, 2017 the Company issued
308,219 shares of common stock as an origination fee in connection with the issuance of this Note. The common stock, valued at
$12,060, was recorded at a discount which is amortized over the life of the Note.As of September 30, 2017 the unamortized discount
on the convertible note outstanding is $56,728. As of September 30, 2017 $79,000 of the Note remains outstanding.
On
June 6, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $75,000
for consideration consisting of $65,906 cash, which was received during the Company’s fourth fiscal quarter, and payment
on behalf of the Company of 9,094 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest
in the amount of 8% per annum . The maturity of the Note is June 16, 2018. The Note may be converted into the Common Shares of
Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of
the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares
are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading
days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall
the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially
owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
Time
Period
|
|
Payment
Premium
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
>120
days <=180 days afternote·issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
Thi
s
Note ma
y not be- prepaid
afte
r
the
180
th
day.
As
of September 30, 2017 $75,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $89,914 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $75,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $53,219.
On
July 24, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $60,000 for consideration consisting
of $60,000 cash. The Note bears simple interest at the rate of 10% per annum and is convertible into the Common Stock of the Company
at a price per share equal to the lower of 75% of the lowest trade price of the date immediately prior to conversion or 0.025
per share. The Note matures July 24, 2020. The Company shall have the right, exercisable on not less than ten (10) Trading Days
prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued
interest.
As
of September 30, 2017 $60,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $204,691 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $60,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $56,277.
On
August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000
for consideration consisting of $74,750 cash and payment on behalf of the Company of 10,250 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is August
23, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent
to 65% of the lowest Volume Weighted Average Price of the Common Stock of the Company as reported on the National Quotations Bureau
OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may
be traded in the future , for the fourteen prior trading days including the day upon which a Notice of Conversion is received
by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along
with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding
shares of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
Time
Period
|
|
Payment
Premium
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
>120
days <=180 days afternote·issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
Thi
s
Note ma
y not be- prepaid
afte
r
the
180
th
day.
As
of September 30, 2017 $85,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $101,902 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $85,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $76,360.
On
August 23, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $85,000
for consideration consisting of a note payable to the Company in the amount of $85,000. The Note pays simple interest in the amount
of 8% per annum. The maturity of the Note is August 23, 2018. The Note may be converted into the Common Shares of Regen at a price
per share ( “Conversion Price”) equivalent to 65% of the lowest Volume Weighted Average Price of the Common Stock
of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or
any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior trading days including
the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be
allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the
Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
As
of September 30, 2017 $85,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $101,902 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $85,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $76,360.
On
September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September
7, 2018. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent
to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets
exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in
the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company
or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other
shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares
of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
Time
Period
|
|
Payment
Premium
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
>120
days <=180 days afternote·issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
Thi
s
Note ma
y not be prepaid
afte
r
the
180
th
day.
As
of September 30, 2017 $40,000 of the Note Remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $62,317 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $37,894.
On
September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$40,000 for consideration consisting of promissory Note payable to the Company in the amount of 40,000. The Note pays simple interest
in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into the Common Shares
of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock
of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or
any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including
the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be
allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the
Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.
As
of September 30, 2017 $40,000 of the Note Remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $62,317 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $37,894.
On
September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$40,000 for consideration consisting of $38,000 cash and payment on behalf of the Company of $2,000 of expenses incurred in connection
with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is September
7, 2018. The Note may be converted into shares of the Series A Preferred stock of Regen at a price per share ( “Conversion
Price”) equivalent to 65% of the lowest Trading price of the Series A Preferred Stock of the Company as reported on the
National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common
Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of
Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion
if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would
exceed 9.9% of the outstanding shares of the Common Stock of the Company.
The
Note may be prepaid with the following penalties:
Time
Period
|
|
Payment
Premium
|
<=60
days after note issuance
|
|
115%
of the sum of principal plus accrued interest
|
>60
days <= 120 days after note issuance
|
|
125%
of the sum of principal plus accrued interest
|
>120
days <=180 days afternote·issuance
|
|
135%
of the sum· of principal plus accrued· interest
|
Thi
s
Note ma
y not be prepaid
afte
r
the
180
th
day.
As
of September 30, 2017 $40,000 of the Note Remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $80,769 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $37,894.
On
September 7, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$40,000 for consideration consisting of a promissory note payable to the Company in the amount of $40,000. The Note pays simple
interest in the amount of 8% per annum. The maturity of the Note is September 7, 2018. The Note may be converted into shares of
the Series A Preferred stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading
price of the Series A Preferred Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which
the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the
twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.
. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the
Company.
As
of September 30, 2017 $40,000 of the Note Remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $80,769 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $40,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $37,894.
On
August 29, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is August 29, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $25,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $89,552 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $25,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $24,720.
On
September 22, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is September 21, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $179,104 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $49,635.
On
September 22, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is September 22, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company(“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $100,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $358,209 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $100,000 which is amortized under
the Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $99,270.
On
September 25, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is September 25, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.0125 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
The
Company shall have the right, exercisable on not less than ten (10) Trading Days prior written notice to the Lender, to prepay
the outstanding Note in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the note, or if the Lender chooses not to convert the remaining
amount of the note into Common Shares of the company, the Lender shall receive warrants equal to 10% of the Common shares it would
have received had the Lender converted the remaining amount of the Note into Common shares of the Company. The warrants shall
have a strike price of $0.025 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Note on or prior to the close of business on the three (3) month
anniversary of the date that the Note shall have been prepaid by the Company (“Prepayment Date”)
In
the event , part of the outstanding and unpaid principal amount of this Note and any Accrued Interest remains outstanding on the
Maturity Date of the Note, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Note
As
of September 30, 2017 $50,000 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives
and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being
no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires
that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s
convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value,
as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount
on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $179,104 was recognized
by the Company as of September 30, 2017. The issuance of the Note amounted in a discount of $50,000 which is amortized under the
Interest Method over the life of the Note. As of September 30, 2017 the unamortized discount on the convertible note outstanding
is $49,771.
NOTE 6.
NOTES RECEIVABLE
|
|
September
30, 2017
|
Entest
Biomedical, Inc. (Note 8)
|
|
$
|
4,551
|
|
GS
Capital
|
|
$
|
85,000
|
|
LG
Capital
|
|
$
|
40,000
|
|
LG
Capital
|
|
$
|
40,000
|
|
Notes
Receivable
|
|
$
|
169,551
|
|
$4,551
lent by the Company to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate
of 10% per annum.
A
Promissory Note in the face amount of $85,000 ( “GS Capital Note”) was issued to the Company on August 23, 2017 as
consideration for a convertible promissory note in the amount of $85,000 issued to GS Capital Partners LLC by the Company. The
GS Capital Note bears simple interest of 8% and is due and payable April 23, 2018. The GS Capital Note is collateralized by a
convertible promissory note in the amount of $85,000 issued to GS Capital Partners LLC by the Company.
A
Promissory Note in the face amount of $40,000 ( “LG Capital Note”) was issued to the Company on September 7, 2017
as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The
LG Capital Note bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note is collateralized by a convertible
promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company.
A
Promissory Note in the face amount of $40,000 ( “LG Capital Note 2”) was issued to the Company on September 7, 2017
as consideration for a convertible promissory note in the amount of $40,000 issued to LG Capital Funding LLC by the Company. The
LG Capital Note 2 bears simple interest of 8% and is due and payable May 7, 2018. The LG Capital Note 2 is collateralized by a
convertible promissory note in the amount of $40,000 issued to GS Capital Partners LLC by the Company.
NOTE
7. INCOME TAXES
As
of September 30, 2017
Deferred tax assets:
|
|
|
Net
operating tax carry forwards
|
|
$
|
4,332,226
|
|
181Other
|
|
|
-0-
|
|
Gross deferred tax
assets
|
|
|
4,332,226
|
|
Valuation
allowance
|
|
|
(4,332,226
|
)
|
Net
deferred tax assets
|
|
$
|
-0-
|
|
As
of September 30, 2017 the Company has a Deferred Tax Asset of $4,332,226 completely attributable to net operating loss carry forwards
of approximately $12,741,843 (which expire 20 years from the date the loss was incurred).
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain. As a result, the Company has recorded a valuation allowance reducing all deferred tax assets to 0.
Income
tax is calculated at the 34% Federal Corporate Rate.
NOTE
8. RELATED PARTY TRANSACTIONS
As
of September 30, 2017 the Company has received capital contributions from Bio Matrix Scientific Group, Inc (“BMSN”)
, a corporation under common control with the Company and which possesses the majority of the voting power of the shares outstanding
of the company, totaling $728,658 and has issued 50,010,000 common shares to BMSN for aggregate consideration of $20,090.
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of
Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The
sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per
month.
As
of September 30, 2017 Entest Biomedical Inc. is indebted to the Company in the amount of $4,551. $4,551 lent by the Company to
Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
As
of September 30, 2017 the Company is indebted to David R. Koos in the amount of $227. $227 lent to the Company by Koos is due
and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.
On
June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain
intellectual property controlled by The Company (” License IP”) for non-human veterinary therapeutic use for a term
of fifteen years. Zander is a subsidiary of Entest Biomedical, Inc.
Pursuant
to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars
($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment
of one hundred thousand US dollars ($100,000) on July 15
th
, 2016 and each subsequent anniversary of the effective date
of the Agreement.
The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.
Pursuant
to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales , as such term is defined
in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant
to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at
fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary
of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is
only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars
($10,000).
The
Agreement may be terminated by The Company:
If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License
IP.
The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to The Company with regard to that License IP is terminated.
The
Agreement may be terminated by either party in the event of a material breach by the other party.
On
September 28, 2015 Zander caused to be issued to the Company 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction
of one hundred thousand US dollars ($100,000) to be paid to the Company by Zander as a license initiation fee. Regen Biopharma,
Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as
of the date of issuance.
During
the quarter ended September 30, 2016 Zander paid $17,000 to the Company as a partial payment of the July 15
th,
2016
liability.
During
the quarter ended June 30, 2017 Zander caused to be issued to the Company 83,000 shares of the nonvoting convertible preferred
stock of Entest Biomedical, Inc. in satisfaction of 83,000 owed to the Company by Zander.On June 23, 2017 $7,000 of principal
indebtedness and $147 of Accrued Interest Payable by the Company to Zander was applied toward the satisfaction of a minimum royalty
payment owed by Zander to the Company pursuant to the Agreement.
During
the quarter ended September 30, 2017 Zander caused to be issued to the Company 102,852 shares of the nonvoting convertible preferred
stock of Entest Biomedical, Inc. in satisfaction of $102,852 owed to the Company by Zander
David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of The Company.
As
of September 30, 2017 the Company is indebted to Biomatrix Scientific Group, Inc. in the amount of $6,000.$6,000 lent to the Company
by Biomatrix Scientific Group, Inc. is due and payable February 17, 2018 and bears simple interest at a rate of 10% per annum.
As
of September 30, 2017 the Company is indebted to Blackbriar Partners, Inc., an entity controlled by David Koos who is Regen’s
Chairman and Chief Executive Officer, in the aggregate amount of $46,840 ( See Note 4).
NOTE
9. COMMITMENTS AND CONTINGENCIES
The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to the Company by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of
Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company’s parent and the Company. The
sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per
month.
NOTE
10. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of September 30, 2017:
Common
stock, $ 0.0001 par value; 500,000,000 shares authorized: 139,704,157 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall
receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of
the Corporation.
Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 50,000 shares
issued and outstanding as of September 30, 2017, 300,000,000 is designated Series A Preferred Stock of which 136,966,697 shares
are outstanding as of September 30, 2017 and 300,000,000 is designated Series M Preferred Stock of which 32,000,000 shares are
outstanding as of September 30, 2017.
The
abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time
without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law
to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited,
multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion
rights and other special or relative rights of any series of the Stock that may be desired.
Series
AA Preferred Stock
On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada
Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated
and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Series
A Preferred Stock
On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known
as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).
The
Board of Directors of the Company have authorized 300,000,000 shares of the Series A Preferred Stock, par value $0.0001. With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder
times one . Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company
(the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the
event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock , the holders
of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock
shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form
of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder
would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends
to be payable on the same payment date as the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock,
the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are
capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”)
plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.
If,
upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and
unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed
among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the
Board), or both, at the election of the Board.
On
January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred
stock designated and known as "Series M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").
The
Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.
The
holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in
accordance with Nevada Law, in its discretion, from funds legally available therefore
On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall
receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
11.
INVESTMENT SECURITIES
On
September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest
Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics,
Inc as a license initiation fee.
On
May 30, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 83,000 of the nonvoting convertible preferred
shares of Entest Biomedical, Inc in satisfaction of eighty three thousand US dollars ($83,000) to be paid to Regen Biopharma,
Inc. by Zander Theraputics, Inc as a license fee
On
July 19, 2017 Zander Therapeutics Inc. caused to be issued to Regen Biopharma, Inc. 102,852 of the nonvoting convertible preferred
shares of Entest Biomedical, Inc in satisfaction of $102,852 to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc .
The
abovementioned constitute the Company’s sole investment securities as of September 30, 2017.
As
of September 30, 2017:
|
8,000,000
|
|
|
Common
Shares of Entest Biomedical, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Gains in Other Comprehensive Income
|
|
|
|
Net
Unrealized Gain or (Loss) realized during the Year ended September 30, 2017
|
|
$
|
192,000
|
|
|
$
|
280,000
|
|
|
|
88,000
|
|
|
$
|
168,000
|
|
|
185,852
|
|
|
|
Nonvoting
Convertible Preferred Shares of Entest Biomedical, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Gains in Other Comprehensive Income
|
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended September 30,
2017
|
|
$
|
185,852
|
|
|
$
|
185,852
|
|
|
|
0
|
|
|
|
0
|
|
INVESTMENT
SECURITIES
On
September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest
Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics,
Inc as a license initiation fee.
The
common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of September
30, 2016.
As
of September 30, 2016:
|
8,000,000
|
|
|
|
Common
Shares of Entest Biomedical, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Total
Unrealized Losses in Other Comprehensive Income
|
|
|
|
Net
Unrealized Gain or (Loss) realized during the year ended September 30, 2016
|
|
$
|
192,000
|
|
|
$
|
112,000
|
|
|
|
(80,000
|
)
|
|
|
(46,400
|
)
|
NOTE
12. STOCK TRANSACTIONS
Common
Stock
On
November 8, 2016 the Company sold 5,000,000 of its Common Shares for consideration of $112,500.
On
November 9, 2016 the Company sold 500,000 of its Common Shares for consideration of $12,500.
On
December 19, 2016 the Company sold 7,700,000 of its Common Shares for consideration of $142,500
On
January 5, 2017 the Company sold 1,000,000 of its Common Shares for consideration of $12,500
On
March 2, 2017 the Company issued 500,000 of its Common Shares for consideration of $12,500.
On
March 8, 2017 the Company issued 200,000 of its Common Shares Synergy Business Consultants, Inc. as consideration for services
On
July 7, 2017 the Company issued 308,219 of its Common Shares in satisfaction of expenses valued at $12,060.
On
July 24, 2017 the Company issued 450,000 of its Common Shares as consideration for services rendered.
On
August 21, 2017 the Company issued 833,333 of its Common Shares pursuant to the terms and conditions of that Agreement entered
into by and between Regen Biopharma, Inc. and Benitec Australia Limited (“Benitec), as amended, whereby an exclusive worldwide
right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference,
a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec was granted
to Regen.
Series
A Preferred Stock
On
November 8, 2016 the Company sold 5,000,000 of its Series A Preferred Shares for consideration of $112,500.
On
November 9, 2016 the Company sold 500,000 of its Series A Preferred Shares for consideration of $12,500.
On
December 19, 2016 the Company sold 9,700,000 of its Series A Preferred Shares for consideration of $167,500
On
January 5, 2017 the Company sold 1,000,000 of its Series A Preferred Shares for consideration of $12,500
On
March 2 the Company issued 500,000 of its Series A Preferred Shares for consideration of $12,500.
Series
AA Preferred Stock
On
March 8, 2017 the Company issued 20,000 of its Series AA Preferred Stock to David Koos in satisfaction of $5,000 of salary accrued
but unpaid.
Series
M Preferred Stock
On
March 8, 2017 the Company issued 10,000,000 of its Series M Preferred stock to Todd Caven, the Company’s Chief Financial
Officer, for services.
On
March 8, 2017 the Company issued 10,000,000 of its Series M Preferred stock to Harry Lander, the Company’s President, for
services.
On
March 8, 2017 the Company issued 11,500,000 of its Series M Preferred stock to David Koos the Company’s Chief Executive
Officer, for services
On
June 15, 2017 the Company issued 500,000 shares of its Series M Preferred Stock as consideration for nonemployee services.
Cancellation
of Officer Shares
On
December 27, 2016 Todd Caven, the Company’s Chief Financial Officers, agreed to the cancellation of 7,500,000 of his personally
owned Common Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.
On
December 30, 2016 Todd Caven, the Company’s Chief Financial Officers, agreed to the cancellation of 2,500,000 of his personally
owned Series A Preferred Shares of the Company. No consideration was paid to Mr. Caven for this cancellation.
On
March 15, 2017 David R. Koos submitted to Regen for cancellation:
|
(a)
|
9,000,000
common shares of Regen personally owned by David R. Koos
|
|
(b)
|
2,500,000
of Regen’s Series A Preferred shares personally owned by David R. Koos
|
On
March 15, 2017 Harry Lander submitted to Regen for cancellation 10,000,000 of Regen’s Series A Preferred shares personally
owned by Harry Lander.
NOTE
13. SUBSEQUENT EVENTS
Issuance
of Common Shares
On
October 9, 2017 the Company issued 2,500,000 of its Common Shares (“Shares”) as consideration for services rendered.
On
December 6, 2017 the Company issued 3,976,642 of its Common Shares in conversion of $78,000 of convertible notes payable and payment
of $7,900 of fees .
Issuance
of Series M Preferred Shares
On
October 11, 2017 the Company issued 2,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for
nonemployee services.
On
November 1, 2017 the Company issued 4,000,000 shares of its Series M Preferred Stock (“Shares”) as consideration for
nonemployee services.
Issuance
of Convertible Notes Payable
On
October 3, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 3, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
October 4, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $40,000
for consideration consisting of $40,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 4, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
October 16, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
November 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is November 1, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
November 1, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $25,000
for consideration consisting of $25,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is November 1, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
October 9, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is October 9, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the date which is the
earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
December 15, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$35,000 for consideration consisting of $35,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is December 15, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase
a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of
$100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity
of the Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion
Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading
day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.025 per common share as of the
date which is the earlier of:
(i) One
day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company or KCL Therapeutics. For purposes of this Note, a Change of Control shall be defined as any transaction or series
of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%)
of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing
of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following
the closing of such transaction.
(ii) One
day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iv)
One day subsequent to a “Transaction Event”)
Transaction
Event” shall mean either of:
(a)
The sale by the Company or by KCL Therapeutics , Inc. of the Company’s proprietary NR2F6 intellectual property to an unaffiliated
third party
(b)
The granting of a license by the Company or by KCL Therapeutics , Inc to an unaffiliated third party granting that unaffiliated
third party the right to develop and/or commercialize the Company’s proprietary NR2F6 intellectual property
(v)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
On
December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration
consisting of $100,000 cash and payment on behalf of the Company of 13,250 of expenses incurred in connection with the issuance
of the Note. The Note also carries an Original Issue Discount of $1,750.The Note pays simple interest in the amount of 8% per
annum. The maturity of the Note is December 6, 2018. The Note may be converted into the Common Shares of Regen at a price per
share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported
on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the
Common Stock of the Company may be traded in the future , for the fourteen prior trading days including the day upon which a Notice
of Conversion is received by the Company or its transfer agent.
On
December 20, 2017 the Company issued a Convertible Note (“Note”) in the face amount of $115,000 for consideration
consisting of a note payable to the Company in the amount of $113,250. The Note carries an Original Issue Discount of $1,750.The
Note pays simple interest in the amount of 8% per annum. The maturity of the Note is December 6, 2018. The Note may be converted
into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading
Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's
shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the fourteen prior
trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent.
Notes
Receivable
On
December 20, 2017 the Company was issued a Promissory Note in the amount of $113,250. The Note constituted payment for the abovementioned
Convertible Note (“Note”) in the face amount of $115,000 and is collateralized by said Note. The Note is due and payable
of August 6, 2018 and carries simple interest at the rate of 8%