PROSPECTUS
SUMMARY
This
summary highlights certain information contained elsewhere in this prospectus. Because it is a summary, it may not contain all of the
information that is important to you. Before investing in our common stock, you should read this entire prospectus carefully, especially
the sections entitled “Risk Factors” beginning on page 13 and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on page 117 , as well our financial statements and related notes included elsewhere
in this prospectus. In this prospectus, the terms “Regen Biopharma, Inc.” “Regen ” “Company,” “we,”
“us” and “our” refer to Regen Biopharma , Inc.. In this prospectus, the terms “KCL Therapeutics, Inc.”
and “KCL” refer to KCL Therapeutics , Inc.( a wholly owned subsidiary of Regen Biopharma, Inc.
ABOUT
US
We
were incorporated April 24, 2012 under the laws of the State of Nevada. We intend to engage primarily in the development of regenerative
medical applications which we intend to license, develop internally or acquire outright 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 primary factor to be considered by us in arriving
at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy
seen in Phase I trials.
The
Company has the following therapies in development:
HemaXellarate
: HemaXellarate is a cellular composition of autologous stromal vascular fraction derived from adipose tissue. HemaXellarate contains
endothelial progenitor cells as well as mesenchymal stem cells. It is believed by the Company that once re-infused into the patient,
the patient’s bone marrow will regenerate and begin to function normally.
dCellVax:
dCellVax is comprised of autologous dendritic cells which have been treated with an siRNA inhibitor of indoleamine-2,3-dioxygenase (IDO),
an immunosuppressive enzyme. The Company believes that by inhibiting this enzyme in these dendritic cells, the patient’s cells
can now attack cancers, particularly breast cancer.
tCellVax:
Immune cells are removed from the patient, treated with siRNA to inhibit NR2F6 and the cells re-infused to the patient. The Company believes
that once the inhibitor protein is blocked, the immune system will be very activated and kill tumors. siRNA is a double-stranded RNA
molecule that is non-coding and is a powerful tool in drug targeting and therapeutics development as it is used to modulate gene expression
through transcriptional or translational repression. The NR2F6 nuclear receptor has been identified as a potentially very important immune
cell inhibitor (an immune checkpoint) and cancer stem cell differentiator.
DiffronC:
This drug is intended to use our proprietary siRNA in vivo to inhibit cancer growth and activate T cells. The siRNA targets NR2F6. T
cells are part of the immune system and develop from stem cells in the bone marrow.
DuraCar:
DuraCar is comprised of CAR-T cells which have been treated with an shRNA targeting the gene NR2F6. By inhibiting NR2F6, we expect our
DuraCar cells to have greater efficacy and persistence than conventional CAR-T cells and create a new, optimal way to manufacture CAR-T
cells. We are currently in pre-clinical testing of this drug. Chimeric antigen receptor T cells ( CAR-T cells) are T cells that have
been genetically engineered to produce an artificial T cell receptor for use in immunotherapy. Chimeric antigen receptors are receptor
proteins that have been engineered to give T cells the new ability to target a specific antigen.
Small
molecule: We have identified and patented a series of small molecules which can both activate and inhibit NR2F6. We are currently in
pre-clinical testing of these drugs.
None
of the abovementioned statements regarding any of our products in development are intended to be a prediction or conclusion of efficacy.
No clinical trials on our product candidates have commenced so no conclusions of efficacy can be made.
As
of April 10, 2023 we have not licensed any existing therapies which may be marketed. On June 23, 2015 Regen Biopharma, Inc. ( “Regen”)
entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander
an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen
(” License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with
the Company.
Pursuant
to the Agreement, Zander shall pay to Regen 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 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.
he
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 Regen 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 Regen 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 Regen receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen 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 Regen:
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 Regen 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 Regen 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
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics,
Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc.,
Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to
the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
April 7, 2021 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc.
(“Licensee”) whereby Regen granted to Licensee an exclusive right and license for the development and commercialization of
certain intellectual property ( “License IP”) for the treatment in humans of pancreatic cancer for a term of fifteen years
from April 7, 2021.
The
License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce an
immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is recognized
by the immune system.
As
consideration to Regen for the rights and license granted pursuant to the Agreement Licensee shall:
| (a) | | pay
to Regen a nonrefundable fee of $55,000 no later than April 20,2021 |
| (b) | | pay
to Regen royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in
the Agreement of any Licensed Products in a quarter. |
| (c) | | pay
to Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at
fair market value as monetary consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed Products for which Regen receives
payment. |
Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes
or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or
other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign
jurisdictions but for the rights granted pursuant to the Agreement.
In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date
of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which
is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
On
April 7, 2021 KCL Therapeutics, Inc. (“KCL”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc.
(“Licensee”) whereby KCL granted to Licensee an exclusive right and license for the development and commercialization of
certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from
April 7, 2021.
As
consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:
| (a) | | pay
to KCL a nonrefundable fee of Fifty Thousand common shares of Oncology Pharma, Inc. no later
than April 20,2021 |
| (b) | | pay
to KCL royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in
the Agreement of any Licensed Products in a quarter. |
| (c) | | pay
to KCL ten percent (10%) of all consideration (in the case of in-kind consideration, at fair
market value as monetary consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed Products for which KCL receives
payment. |
Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes
or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or
other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign
jurisdictions but for the rights granted pursuant to the Agreement.
In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date
of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
Zander
and Regen are under common control. David Koos serves as sole officer and director of both Regen BioPharma, Inc. and Zander Therapeutics
Inc.
Both
Zander and Oncology Pharma, Inc. will be required to obtain approval from the United States Food and Drug Administration (“FDA”)
in order to market any Licensed Product which may be developed within the United States and no assurance may be given that such approval
would be granted.
The
stockholders’ equity section of the Company contains the following classes of capital stock :
As
of April 10, 2023
Common
stock, $ 0.0001 par value; 5, 800,000,000 shares authorized:3,381,366 shares issued and outstanding.
Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 34 shares issued
and outstanding as of April 10, 2023, 540,000,000 is designated Series A Preferred Stock of which 409,551 shares are outstanding as of
April 10, 2023, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of April 10, 2023 and 20,000
is designated Series NC Preferred Stock of which 15,007 shares are outstanding as of April 10 ,2023.
Our
common stock is traded on the OTC Pink Market under the symbol “RGBP” and our Series A Preferred stock is traded on the OTC
Pink Market under the symbol “RGBPP”. No public market currently exists for any other equity securities of the Company.
| |
|
At
March 31, 2023 (unaudited) |
| Selected
Balance Sheet Information: |
|
|
|
|
| Cash |
|
$ |
87,700 |
|
| Current
assets |
|
|
184,055 |
|
| Total
assets |
|
$ |
406,635 |
|
| |
|
|
|
|
| Current
liabilities |
|
$ |
5,336,389 |
|
| Total
liabilities |
|
|
5,336,389 |
|
| Total
stockholders’ equity (deficit) |
|
$ |
(4,929,755 |
) |
Retroactively
adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023
| |
|
For
the six months ended March 31, 2023
(unaudited) |
|
For
the six months ended March 31, 2022
(unaudited) |
| Selected
Statement of Operations Information: |
|
|
|
|
|
|
|
|
| (unaudited) |
|
|
|
|
|
|
|
|
| Revenues |
|
$ |
118,129 |
|
|
$ |
117,034 |
|
| Total
operating expenses |
|
|
(660,837 |
) |
|
|
(300,351 |
) |
| Operating
income (loss) |
|
|
(542,708 |
) |
|
|
(182,917 |
) |
| Net
income (loss) to common shareholders |
|
$ |
1,391,061 |
|
|
$ |
(64,036,609) |
|
| |
|
|
|
|
|
|
|
|
| Basis
and diluted earnings (loss) per common share |
|
$ |
0.41 |
|
|
$ |
(21.31) |
|
| |
|
|
|
|
|
|
|
|
| Weighted
average common shares outstanding basic and diluted |
|
|
3,364,578 |
|
|
|
3,023,724 |
|
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| | |
For
the year ended September 30, 2033 | |
For
the year ended September 30, 2021 |
| Selected
Statement of Operations Information: | |
| | | |
| | |
| | |
| | | |
| | |
| Revenues | |
| 235,517 | | |
$ | 171,194 | |
| Total
operating expenses | |
| (575,122 | ) | |
| (319,317 | ) |
| Operating
income (loss) | |
| (200,771 | ) | |
| (371,964 | ) |
| Net
income (loss) to common shareholders | |
| 2,227,034 | | |
$ | (6,765,233 | ) |
| Basis
and diluted earnings (loss) per common share | |
| 0.712 | | |
$ | (0.000 | ) |
| Weighted
average common shares outstanding basic and diluted | |
| 3,135,846 | | |
| 2,007,696 | |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
As
of March 31, 2023 we had Cash of $87,700 and as of September 30, 2022 we had cash of $51,204. The decrease in cash of approximately 70%
is primarily attributable to cash expended in the operation of the Company’s business offset by .receipt by the Company of $230,000
in accrued license fees ( related party) due as well as the issuance by the Company of Notes Payable in the principal amount of $100,000.
As
of March 31, 2023 we had Accounts Receivable, Related Party of $79,123 and as of September 30, 2022 we had Accounts Receivable, Related
Party of $ 295,466. The decrease of approximately 6% is primarily attributable to (a)receipt by the Company of $150,000 in accrued license
fees ( related party) due offset by accrual of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander
Therapeutics, Inc. by Regen Biopharma, Inc. during the quarter ended December 31, 2022 and (b) )receipt by the Company of $80,000 in
accrued license fees ( related party) due offset by accrual of $27,425 of minimum royalties and anniversary fees pursuant to a license
granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. during the quarter ended March 31, 2023.
As
of March 31, 2023 we had Prepaid Expenses of $7,233 and as of September 30, 2022 we had prepaid expenses of $20,945. The decrease in
Prepaid Expenses of approximately 65% is attributable to the recognition of expenses incurred over the six months ended March 31, 2023
resulting from an agreement to provide Research and Development services which was prepaid during the quarter ended September 30, 2021.
The term of the agreement is from July 1, 2021 to July 1, 2023. The total consideration due of $55,000 was paid to the contractor as
of July 1, 2021 and is being expensed over the term of the agreement.
As
of September 30, 2022 we had Accounts Payable of $28,799 and as of March 31, 2023 we had Accounts Payable of $34,047 The increase in
Accounts Payable of approximately 18% is primarily attributable to $5,248 of Transfer Agent fees incurred during the six months ended
March 31, 2023.
As of September 30,2022 we had Notes Payable of $710 and as of March 31, 2023 we had Notes Payable of $100,710 attributable to Promissory
Notes issued by the Company during the quarter ended March 31, 2023 in the principal amount of $100,000.
As
of September 30, 2022 we had Accrued Interest Payable of $689,785 and as of March 31, 2023 we had Accrued Interest Payable of $313,448.
The decrease in Accrued Interest Payable of approximately 55% is attributable to the issuance of equity securities of the Company during
the quarter ended December 31, 2022 in satisfaction of $405,631 of interest accrued but unpaid on Convertible Notes issued by the Company
offset by additional
interest accrued but unpaid during the quarter ended December 31, 2022 on Notes Payable and Convertible Notes Payable.
As
of September 30, 2022 we had a Derivative Liability of $3,551,793 and as of March 31, 2023 we had a Derivative Liability of $1,400,000.
The decrease in Derivative Liability of approximately 61% is attributable to the recognition by the Company of embedded derivatives on
Convertible Notes Payable with an aggregate face value of $350,000 outstanding as of March 31, 2023.
As
of March 31, 2023 we had total Convertible Notes Payable of $509,880 and as of September 30, 2022 we had total Convertible Notes Payable
of $1,272,340. The decrease in total Convertible Notes Payable of approximately 60 % is attributable to the conversion of $761,500 of
convertible indebtedness into shares of the Company’s Series A Preferred Stock as well as the derecognition of $1,000 of convertible
indebtedness.
Revenues
from continuing operations were $59,065 for the three months ended March 31, 2023 and $58,369 for the same period ended 2021. $27,425
of revenue from related parties recognized during the three months ended March 31, 2023 and March 31, 2022 consisted of $24,932 related
to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of minimum
royalties recognized during the three months ended March 31, 2023 and 2022 respectively pursuant to the same license. $30,945 of revenue
recognized during the three months ended March 31, 2022 were recognized pursuant to licenses granted to Oncology Pharma,Inc. and $31,640
of revenue was recognized during the quarter ended March 31, 2023 pursuant to those same license.
With
regards to the aforementioned license granted to Zander On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics,
Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT
whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”)
to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations
of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder
and be bound to the terms of the Agreement with respect thereto.
The
Company recognized an Operating Loss of $524,708 during the six months ended March 31, 2023 whereas the Company recognized an Operating
Loss of 182,917 for the same period ended 2022. The large disparity in Operating Losses is primarily attributable to $471,480 in Consulting
and Professional fees expensed during the period ended 2023 as well as $131,959 of Research and Development Expenses incurred during
the period ended 2023.The Company recognized a Net Loss of $64,436,609 for the three months ended March 31, 2022 whereas the Company
recognized Net Income of $1,580,752for the same period ended 2023 primarily attributable to Derivative Losses of $63, 699,343 recognized
during the six months ended March 31, 2022 as opposed to Derivative Income of $2,151,755 recognized during the same period ended 2023.
As
of December 31, 2022 we had Cash of $40,741 and as of September 30, 2022 we had cash of $51,204. The decrease in cash of approximately
20% is primarily attributable to cash expended in the operation of the Company’s business offset by .receipt by the Company of
$150,000 in accrued license fees ( related party) due.
As
of December 31, 2022 we had Accounts Receivable, Related Party of $131,698 and as of September 30, 2022 we had Accounts Receivable, Related
Party of $ 295,466. The decrease of approximately 48% is primarily attributable to receipt by the Company of $150,000 in accrued license
fees ( related party) due offset by accrual of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander
Therapeutics, Inc. by Regen Biopharma, Inc. during the quarter ended December 31, 2022.
As
of December 31, 2022 we had Prepaid Expenses of $14,089 and as of September 30, 2022 we had prepaid expenses of $20,945. The decrease
in Prepaid Expenses of approximately 33% is attributable to the recognition of expenses incurred over the three months ended December
31, 2022 resulting from an agreement to provide Research and Development services which was prepaid during the quarter ended September
30, 2021. The term of the agreement is from July 1, 2021 to July 1, 2023. The total consideration due of $55,000 was paid to the contractor
as of July 1, 2021 and is being expensed over the term of the agreement. .
As
of September 30, 2022 we had Prepaid Rent of $10,000 and as of December 31, 2022 we had Prepaid Rent of $0. The decrease in Prepaid Rent
of 50% is attributable to $10,000 of rental expenses prepaid to BST Partners (an entity under common control with the Company) during
the quarter ended September 30, 2022 of which $5,000 was expensed during the quarter ended December 31, 2022.
As
of September 30, 2022 we had Accounts Payable of $28,799 and as of December 31, 2022 we had Accounts Payable of $31,039. The increase
in Accounts Payable of approximately 8% is primarily attributable to expenses of $1,730 of patent related legal expenses as well as $510
of Transfer Agent fees incurred during the quarter ended December 31, 2022.
As
of September 30, 2022 we had Accrued Interest Payable of $689,785 and as of December 31, 2022 we had Accrued Interest Payable of $301,363.
The decrease in Accrued Interest Payable of approximately 56% is attributable to the issuance of equity securities of the Company during
the quarter ended December 31,2022 in satisfaction of $405,631 of interest accrued but unpaid on Convertible Notes issued by the Company
offset by additional interest accrued but unpaid during the quarter ended December 31, 2022 on Notes Payable and Convertible
Notes Payable.
As
of September 30, 2022 we had a Derivative Liability of $3,551,793 and as of December 31, 2022 we had a Derivative Liability of $1,435,
949. The decrease in Derivative Liability of approximately 60% is attributable to the recognition by the Company of embedded derivatives
on Convertible Notes Payable with an aggregate face value of $350,000 outstanding as of December 31, 2022.
As
of December 31, 2022 we had total Convertible Notes Payable of $509,880 and as of September 30, 2022 we had total Convertible Notes Payable
of $1,272,340. The decrease in total Convertible Notes Payable of approximately 60 % is attributable to the conversion of $761,500 of
convertible indebtedness into shares of the Company’s Series A Preferred Stock as well as the derecognition of $1,000 of convertible
indebtedness.
Revenues
from continuing operations were $59,065 for the three months ended December 31, 2022 and $59,065 for the same period ended 2021. $27,425
of revenue from related parties recognized during the three months ended December 31, 2022 and December 31, 2021 consisted of $24,932
related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $2,493 of
minimum royalties recognized during the three months ended December 31, 2021 and 2022 respectively pursuant to the same license. $31,640
of revenue recognized during the three months ended December 31, 2021 were recognized pursuant to licenses granted to Oncology Pharma,Inc.
and $31,640 of revenue was recognized during the quarter ended December 31, 2022 pursuant to those same licenses.
With
regards to the aforementioned license granted to Zander On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics,
Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT
whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”)
to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations
of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder
and be bound to the terms of the Agreement with respect thereto.
The
Company recognized an Operating Loss of $463,867 during the three months ended December 31, 2022 whereas the Company recognized an Operating
Loss of $106,422 for the same period ended 2021. The Company recognized a Net Loss of $2,644,980 for the three months ended December
31, 2021 whereas the Company recognized a Net Income of $1,635,730 for the same period ended 2022. The larger Operating Loss recognized
during the three months ended December 31 , 2022 as compared to the same period ended 2021 is primarily attributable to material increases
in Research and Development expenses and consulting expenses incurred during the period ended 2022 as compared to the same period ended
2021. With regard to Net Income contributing factors to greater Net Income being recognized during the three months ended December 31,
2021 as compared to the same period ended 2021 include:
| (1) | | greater
operating losses incurred during the three months ended December 31, 2022 |
| (2) | | Recognition
of Derivative Income of $2,964,939 during the quarter ended December 31, 2021 as opposed
to $2,115,806 of Derivative Income recognized during the quarter ended December 31, 2022 |
| (3) | | The
recognition of a $62,700 gain on derecognition of Accounts Payable during the quarter ended
December 31, 2021 for which recovery is barred by the statute of limitations imposed under
California Code of Civil Procedure §337. |
Revenues
from continuing operations were $235,517 for the twelve months ended September 30, 2022 and $171,194 for the same period ended 2021.
$110,000 of revenue from related parties recognized during the years ended September 30, 2021 and September 30, 2022 consisted of $100,000
related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $10,000 of
minimum royalties recognized during the twelve months ended September 30 2021 and 2022 respectively pursuant to the same license. $61,194
of revenue recognized during the year ended September 30, 2021 were recognized pursuant to licenses granted to Oncology Pharma,Inc. and
$125,517 of revenue was recognized during the year ended September 30, 2022 pursuant to those same licenses.
With
regards to the aforementioned license granted to Zander On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics,
Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT
whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”)
to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations
of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder
and be bound to the terms of the Agreement with respect thereto.
The
Company recognized an Operating Loss of $200,771 during the year ended September 30, 2021 whereas the Company recognized an Operating
Loss of $339,605 for the same period ended September 30, 2022. The Company recognized a Net Loss of $6,765,233 for the twelve months
ended September 30, 2021 whereas the Company recognized a Net Income of $2,443,531 for the same period ended 2022. Contributing factors
to the difference between the periods were the recognition of a Derivative Income of $3,340,683 during the period ended 2022 as opp
osed
to the recognition of Derivative Losses of $4,264,975 during the period ended 2021, the recognition during the fiscal year ended September
30, 2021 of an $800,000 expense related to a legal settlement during the year ended September 30,2021 and recognition of $632, 094 of
unrealized losses on sales of Investment Securities as well as $524,960 of realized losses on sales of Investment Securities during the
year ended September 30,2021.
EXEMPTIONS
UNDER JUMPSTART OUR BUSINESS STARTUPS ACT
As
a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”
as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act.
An
emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements
that are otherwise generally applicable to public companies. As an emerging growth company:
| • | | we
are permitted to present only two years of audited financial statements and only two years
of related Management’s Discussion and Analysis of Financial Condition and Results
of Operations; |
| • | | we
are exempt from the requirement to obtain an attestation and report from our auditors on
the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley
Act of 2002; |
| • | | we
are permitted to provide less extensive disclosure about our executive compensation arrangements;
and |
| • | | we
are not required to give our stockholders non-binding advisory votes on executive compensation
or golden parachute arrangements. |
We
may take advantage of these provisions for up to five years subsequent to the effective date of this registration statement or such earlier
time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of (i) the last
day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) December 31 of the fiscal year that we become
a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act, which
would occur if the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three-year period.
We
hereby elect to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1).
SUMMARY
OF THIS OFFERING
BUSINESS
We
were incorporated April 24, 2012 under the laws of the State of Nevada. We intend to engage primarily in the development of regenerative
medical applications which we intend to license, develop internally or acquire outright 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 primary factor to be considered by us in arriving
at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy
seen in Phase I trials.
As
of April 27, 2023 we have not licensed any existing therapies which may be marketed.
Patents
and Patent Applications:
The
following is a list of intellectual property (“IP”) controlled by either Regen Biopharma, Inc. ( the “Company”)
or KCL Therapeutics (“KCL”). KCL is a wholly owned subsidiary of the Company.
IP
which has been granted patent protection by the United States Patent and Trademark Office (“USPTO”)
GENE
SILENCING OF THE BROTHER OF THE REGULATOR OF IMPRINTED SITES (BORIS)
Provides
methods and compositions useful for inhibiting expression of the gene encoding the transcription factor, Brother of the Regulatory of
Imprinted Sites (BORIS) by RNA interference. Methods of the present invention can be used to silence BORIS in cancer cells, which results
in apoptosis and may be useful as for treating cancer in mammals. The methods of the invention directed to cancer therapy can be used
alone or in combination with standard cancer treatments such as surgery, radiation, chemotherapy, and immunotherapy.
Patent
No: 8263571
METHODS
AND MEANS OF GENERATING IL-17 ASSOCIATED ANTITUMOR EFFECTOR CELLS BY INHIBITION OF NR2F6 INHIBITION
Means,
methods, and compositions of matter useful for generation of cancer inhibitory effector cells producing interleukin-17 (IL-17). In one
embodiment a cellular population is obtained, said cellular population is exposed to agents capable of inhibiting NR2F6, whereby said
inhibition of NR2F6 results in upregulation of IL-17 production, said upregulation of IL-17 production associated with acquisition of
anti-tumor activity.
Patent
No : 11,053,503
METHODS
OF SCREENING COMPOUNDS THAT CAN MODULATE NR2F6 BY DISPLACEMENT OF A REFERENCE LIGAND
Compositions
of matter, protocols and methods of screening test compounds to identifying agonists and antagonists of the orphan nuclear receptor NR2F6
by measuring the ability of a test compound to occupy the active site of NR2F6, in the presence of a reference compound.
Patent
No: 10,088,485
MODULATION
OF NR2F6 AND METHODS AND USES THEREOF
The
application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount of a NR2F6
modulator
Patent
No: 9091696
“UNIVERSAL
DONOR CHECKPOINT INHIBITOR SILENCED/GENE EDITED CORD BLOOD KILLER CELLS”
The
invention encompasses compositions of matters, cells, and treatment protocols useful for induction of anticancer responses in a patient
suffering from cancer. In one embodiment the invention provides the use of NR2F6 silencing or gene editing in cord blood cells possessing
anti-tumor activity in order to induce potentiated killer cells suitable for therapeutic use. In one embodiment said allogeneic cord
blood killer cells are administered to initiate a cascade of antitumor immune responses, with initially responses mediated by allogeneic
killer cells, and followed by endogenous immune responses.
Patent
No: 11,141,471 B2
ANTIGEN
SPECIFIC MRNA CELLULAR CANCER VACCINES
Antigen
specific cancer vaccines in which immunogenic epitopes are produced intracellularly by administration of modified mRNA encoding said
immunogenic epitopes. In one embodiment of the invention, said modified mRNA encodes peptides derived from the protein survivin. By directly
inducing gene expression of the antigens to which an immune response is desired, immunogenic peptides are generated intracellularly,
thus allowing for a wider repertoire of epitopes to be presented to the adaptive immune system, which augments likelihood of successful
induction of immunity.
Patent
No. 11,090,332
METHOD
OF CANCER TREATMENT USING SIRNA SILENCING
Comprises
administering to a subject one or more siRNA constructs capable of inhibiting the expression of an immunosuppressive molecule. The invention
also provides siRNA constructs and compositions.
Patent
No: 8389708
SMALL
MOLECULE AGONISTS AND ANTAGONISTS OF NR2F6 ACTIVITY IN HUMANS.
Patent
No. 11,324,719
The
invention relates to compounds useful to alteration of NR2F6 activity.
Active
Patent Applications:
ENHANCED
DENDRITIC CELL IMMUNE ACTIVATION BY COMBINED INHIBITION OF NR2F6 WITH CANNIBIDIOL;
Application
Number 17035955
REDUCTION
OF POST-SURGERY CANCER METASTASIS BY COMBINATION OF CANNABIDIOL AND NR2F6 INHIBITION.
Application
Number 17037284
SUPPRESSION
OF PATHOLOGICAL ANGIOGENESIS BY INHIBITION OF NR2F6
Application
Number 17087386
STIMULATION
OF T REGULATORY CELLS BY CANNABIDIOL AS A MEANS OF TREATING ARTHRITIS AND AUTOIMMUNITY
Application
Number 17010720
SMALL
MOLECULE AGONISTS AND ANTAGONISTS OF NR2F6 ACTIVITY IN HUMANS
Application
Number 15820324
SMALL
MOLECULE MODULATORS OF NR2F6 ACTIVITY.
Application
Number 15652967
NR2F6 INHIBITED
CHIMERIC ANTIGEN RECEPTOR CELLS
Application
Number 15351414
COMBINATION
THERAPY OF SOLID TUMORS USING CHIMERIC ANTIGEN RECEPTOR CELLS REPRESENTING ADAPTIVE AND INNATE IMMUNITY
Application
Number 63400740
ENHANCEMENT
OF CHIMERIC ANTIGEN RECEPTOR T CELL EFFICACY BY DEDIFFERENTIATION
Application
Number 63396419
AUGMENTATION
OF SURVIVIN MODIFIED MRNA VACCINE EFFICACY USING DENDRITIC CELLS
Application
Number 63391889
Treatment
of Liver Cancer through Embolization Depot Delivery of BORIS Gene Silencing Agents
Application
Number US-2017166896-A1
Immune
Modulation by TLR Activation for Treatment of Filovirus Infections Including Ebola
Application
Number US-2016151469-A1
Stimulation
of Immunity to Tumor Specific and Endothelial Specific Proteins by in vivo DC Attraction and Maturation
Application
Number US-2016074489-A1
Cells,
Compositions, and Treatment Methods for Stimulation of Hematopoiesis
Application
Number US-2015037303-A1
Cancer
Therapy by ex vivo Activated Autologous Immune Cells
Application
Number US-2014065096-A1
Acceleration
of Hematopoietic Reconstitution by Placental Endothelial and Endothelial Progenitor Cells
Application
Number US-2013309210-A1
License
Agreements:
On
June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics,
Inc. ( “Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen (” License IP”) for non-human veterinary therapeutic use for a term
of fifteen years. Zander is under common control with the Company.
Pursuant
to the Agreement, Zander shall pay to Regen 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 15th, 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 Regen 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 Regen 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 Regen receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to Regen 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 Regen:
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 Regen 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 Regen 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
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics,
Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc.,
Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to
the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
April 7, 2021 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc.
(“Licensee”) whereby Regen granted to Licensee an exclusive right and license for the development and commercialization of
certain intellectual property ( “License IP”) for the treatment in humans of pancreatic cancer for a term of fifteen years
from April 7, 2021.
The
License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce an
immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is recognized
by the immune system.
As
consideration to Regen for the rights and license granted pursuant to the Agreement Licensee shall:
| (a) | | pay
to Regen a nonrefundable fee of $55,000 no later than April 20,2021 |
| (b) | | pay
to Regen royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in
the Agreement of any Licensed Products in a quarter. |
| (c) | | pay
to Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at
fair market value as monetary consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed Products for which Regen receives
payment. |
Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes
or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or
other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign
jurisdictions but for the rights granted pursuant to the Agreement.
In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date
of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which
is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.
On
April 7, 2021 KCL Therapeutics, Inc. (“KCL”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc.
(“Licensee”) whereby KCL granted to Licensee an exclusive right and license for the development and commercialization of
certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from
April 7, 2021.
As
consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:
| (a) | | pay
to KCL a nonrefundable fee of Fifty Thousand common shares of Oncology Pharma, Inc. no later
than April 20,2021 |
| (b) | | pay
to KCL royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in
the Agreement of any Licensed Products in a quarter. |
| (c) | | pay
to KCL ten percent (10%) of all consideration (in the case of in-kind consideration, at fair
market value as monetary consideration) received by Licensee from sublicensees, excluding
royalties from sublicensees based on Net Sales of any Licensed Products for which KCL receives
payment. |
Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes
or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or
other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign
jurisdictions but for the rights granted pursuant to the Agreement.
In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date
of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
Zander
and Regen are under common control. David Koos serves as sole officer and director of both Regen BioPharma, Inc. and Zander Therapeutics
Inc.
Both
Zander and Oncology Pharma, Inc. will be required to obtain approval from the United States Food and Drug Administration (“FDA”)
in order to market any Licensed Product which may be developed within the United States and no assurance may be given that such approval
would be granted.
Principal
Products and Services
The
Company has begun development of HemaXellerate, a cellular therapy designed to heal damaged bone marrow. HemaXellerate is a patient-specific
composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based in previous
animal studies. The initial application of HemaXellerate will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction in the number of blood cells
and platelets).
Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF), a mix of
various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can
differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic
vessels and which play a vital role in angiogenesis (the physiological process through which new blood vessels form from pre-existing
vessels).
The
isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors
with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types
of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood
and the bone marrow.
On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”)
to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial
is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.
Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended to
treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the
United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication
for which it has such designation, the product is entitled to a seven year period of marketing exclusivity, which precludes the FDA from
approving another marketing application for the same drug for that time period. The sponsor of the product would also be entitled to
a United States federal tax credit equal to 50% of clinical investigation expenses as well as exemptions from certain fees.
The
Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that
aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan
designation for HemaXellerate.
On
December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed all clinical
hold issues related to Regen’s Investigational New Drug Application for HemaXellerate and may initiate a Phase I clinical trial
assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety
and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.
dCellVax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body, treated with siRNA that has the
ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the
cancer patient.
The
dendritic cells that are treated with the IDO-blocking RNA become resistant to the influence of tumor cells which produce factors which
cause the dendritic cell to express the IDO. Expression of IDO in the dendritic cell halts the dendritic cell from activating T cells
and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that play a central role in
the human immune system’s attempt to eradicate tumors. The Company has filed an Investigational New Drug (IND) application with
the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical trial assessing safety with signals
of efficacy of the dCellVax gene-silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10
patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The
trial is anticipated to last one year, with tumor assessment before therapy and at 6 and 12 months.
On
May 12, 2021 the “Company executed a consulting agreement with Biotech Research Group Corporation, an FDA Specialist Group and
Global Regulatory and Scientific Experts, for the purpose of review and guidance with regard to the planned reinstatement of the Company’s
inactive Investigational New Drug applications (INDs) #15376 (HemaXellerate) and #16200 (dCellVax) filed with the United States Food
and Drug Administration (“FDA”). The securing of the services to be provided to the Company pursuant to this consulting agreement
marks the first step taken by the Company with regard to activating the Company’s currently inactive applications to initiate clinical
trials.
tCellVax
is intended to be a therapy where immune cells are removed from the cancer patient, treated with siRNA which inhibits NR2F6 and the cells
re-infused to the patient. NR2F6 normally acts as a brake on the ability of various immune cells from being activated. The immune cells
that are treated with the NR2F6-blocking siRNA become highly activated and can efficiently kill tumors. . The Company has filed an Investigational
New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I clinical trial
assessing safety and feasibility of the dCellVax gene-silenced immune cell immunotherapy for treating patients with solid tumors that
are metastatic or not able to be removed surgically. The proposed trial will recruit 25 patients with metastatic cancer and will involve
3 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to last one year, with tumor assessment
before therapy and at 6 and 12 months.
DiffronC:
NR2F6 is a transcription factor that is present in many cells in the body, including immune cells but also highly expressed in certain
solid tumors. NR2F6 normally acts as a brake on the ability of various immune cells from being activated and also allows tumor cells
to keep growing. The Company has developed a proprietary drug that is based on shRNA technology, which prevents NR2F6 from being expressed.
By inhibiting the expression of NR2F6, immune cells that are treated with the NR2F6-blocking shRNA become highly activated and can efficiently
kill tumors and tumors that have NR2F6 suppressed begin to differentiate. . We are currently in pre-clinical testing of this drug to
optimize its delivery in vivo.
DuraCar:
DuraCar is a new cellular therapy being developed by the Company. It is comprised of CAR-T cells which have been treated with an shRNA
targeting the gene NR2F6. CAR-T cells are T cells (the lymphoid cells of the body that kill tumors) isolated from a cancer patient that
have been modified by expressing a chimeric antigen receptor (CAR) which is specific for the patient’s tumor. These CAR-T cells
are then re-infused back into the patient. The CAR-T cells then home in directly on the tumor because they have been given the tumor-specific
address via the CAR. While CAR-T cells are very effective in treating leukemias, they are not effective at treating most solid tumors.
The reason for this is believed to be that the CAR-T cells are “turned-off” by the physical environment surround solid tumors.
By inhibiting NR2F6, we expect our DuraCar cells to have greater efficacy and persistence than conventional CAR-T cells and create a
new, optimal way to manufacture CAR-T cells. We are currently in pre-clinical testing of this drug.
Small
molecule: We have identified and patented a series of small molecules which can both activate and inhibit NR2F6. NR2F6 normally acts
as a brake on the ability of various immune cells from being activated and also allows tumor cells to keep growing. By inhibiting the
function of NR2F6 using small molecules, immune cells that are treated with the NR2F6-blocking agents, similar to using the shRNA approach,
should become highly activated and efficiently kill tumors. In addition, tumors that have NR2F6 blocked by using these small molecules
should begin to differentiate. Conversely, activating NR2F6 is expected to suppress the immune system. This ability to suppress the immune
system can be very useful for treating autoimmune disorders. We are currently in pre-clinical testing of these drugs.
None
of the abovementioned statements regarding any of our products in development are intended to be a prediction or conclusion of efficacy.
No clinical trials on our product candidates have commenced so no conclusions of efficacy can be made.
Research
Conducted
The
Company has begun development of HemaXellerate, a cellular therapy designed to heal damaged bone marrow. HemaXellerate is a patient-specific
composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based in previous
animal studies. The initial application of HemaXellerate will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction in the number of blood cells
and platelets).
Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF), a mix of
various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can
differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic
vessels and which play a vital role in angiogenesis (the physiological process through which new blood vessels form from pre-existing
vessels).
The
isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors
with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types
of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood
and the bone marrow.
On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”)
to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial
is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.
Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended to
treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the
United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication
for which it has such designation, the product is entitled to a seven year period of marketing exclusivity, which precludes the FDA from
approving another marketing application for the same drug for that time period. The sponsor of the product would also be entitled to
a United States federal tax credit equal to 50% of clinical investigation expenses as well as exemptions from certain fees.
The
Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that
aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan
designation for HemaXellerate.
On
December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed all clinical
hold issues related to Regen’s Investigational New Drug Application for HemaXellerate and may initiate a Phase I clinical trial
assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety
and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.
The
costs to perform this Phase I clinical trial is estimated to be approximately $5,000,000 and it is estimated to take 1 year to complete.
The
company is developing another cell therapy product termed dCellVax. dCellVax is intended to be a therapy whereby dendritic cells of the
cancer patient are harvested from the body, treated with siRNA that has the ability to block the dendritic cell from expressing indoleamine
2,3-dioxygenase (“IDO”) and subsequently reimplanted in the cancer patient.
The
dendritic cells that are treated with the IDO-blocking RNA become resistant to the influence of tumor cells which produce factors which
cause the dendritic cell to express the IDO. Expression of IDO in the dendritic cell halts the dendritic cell from activating T cells
and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that play a central role in
the human immune system’s attempt to eradicate tumors. The Company has filed an Investigational New Drug (IND) application with
the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical trial assessing safety with signals
of efficacy of the dCellVax gene-silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10
patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The
trial is anticipated to cost $5,000,000 and last one year, with tumor assessment before therapy and at 6 and 12 months.
On
May 12, 2021 the “Company executed a consulting agreement with Biotech Research Group Corporation, an FDA Specialist Group and
Global Regulatory and Scientific Experts, for the purpose of review and guidance with regard to the planned reinstatement of the Company’s
inactive Investigational New Drug applications (INDs) #15376 (HemaXellerate) and #16200 (dCellVax) filed with the United States Food
and Drug Administration (“FDA”). The securing of the services to be provided to the Company pursuant to this consulting agreement
marks the first step taken by the Company with regard to activating the Company’s currently inactive applications to initiate clinical
trials.
Another
cell therapy that focuses on a different mechanism of action than dCellVax is tCellVax. tCellVax is intended to be a therapy in which
immune cells are removed from the cancer patient, treated with siRNA which inhibits NR2F6 and the cells re-infused to the patient. NR2F6
normally acts as a brake on the ability of various immune cells from being activated. The immune cells that are treated with the NR2F6-blocking
siRNA become highly activated and can efficiently kill tumors. The Company has filed an Investigational New Drug (IND) application with
the United States Food and Drug Administration (“FDA”) to initiate a Phase I clinical trial assessing safety and feasibility
of the dCellVax gene-silenced immune cell immunotherapy for treating patients with solid tumors that are metastatic or not able to be
removed surgically. The proposed trial will recruit 25 patients with metastatic cancer and will involve 3 monthly injections of the dCellVax
gene-silenced dendritic cell therapy. The trial is anticipated to cost $5,000,000 and last one year, with tumor assessment before therapy
and at 6 and 12 months.
DiffronC:
NR2F6 is a transcription factor that is present in many cells in the body, including immune cells but also highly expressed in certain
solid tumors. NR2F6 normally acts as a brake on the ability of various immune cells from being activated and also allows tumor cells
to keep growing. The Company has developed a proprietary drug that is based on shRNA technology, which prevents NR2F6 from being expressed.
By inhibiting the expression of NR2F6, immune cells that are treated with the NR2F6-blocking shRNA become highly activated and can efficiently
kill tumors and tumors that have NR2F6 suppressed begin to differentiate. . We are currently in pre-clinical testing of this drug to
optimize its delivery in vivo. The two main risks associated with this drug development plan is that the NR2F6 siRNA is not effective
at inhibiting NR2F6 expression or that this inhibition will not result in immune cells with enhanced tumoricidal activity.
DuraCar:
DuraCar is a new cellular therapy being developed by the Company. It is comprised of CAR-T cells which have been treated with an shRNA
targeting the gene NR2F6. CAR-T cells are T cells (the lymphoid cells of the body that kill tumors) isolated from a cancer patient that
have been modified by expressing a chimeric antigen receptor (CAR) which is specific for the patient’s tumor. These CAR-T cells
are then re-infused back into the patient. The CAR-T cells then home in directly on the tumor because they have been given the tumor-specific
address via the CAR. While CAR-T cells are very effective in treating leukemias, they are not effective at treating most solid tumors.
The reason for this is believed to be that the CAR-T cells are “turned-off” by the physical environment surround solid tumors.
By inhibiting NR2F6, we expect our DuraCar cells to have greater efficacy and persistence than conventional CAR-T cells and create a
new, optimal way to manufacture CAR-T cells. We have engaged two contract research organizations to advance our pre-clinical testing
of this drug. Pre-clinical testing includes design and construction of the relevant plasmids, efficient transfection of T cells, assessment
of the expression levels of the siRNA directed at NR2F6 and measurement of its effectiveness at inhibition of NR2F6 expression. Then,
these cells will be analyzed for enhanced tumor-killing activity. The two main risks associated with this drug development plan is that
the NR2F6 siRNA is not effective at inhibiting NR2F6 expression or that this inhibition will not result in a T cell with enhanced tumoricidal
activity. Successful completion of these pre-clinical experiments will significantly de-risk the project.
Small
Molecule Drugs: We have identified and patented a series of small molecules which can both activate and inhibit NR2F6. NR2F6 normally
acts as a brake on the ability of various immune cells from being activated and also allows tumor cells to keep growing. By inhibiting
the function of NR2F6 using small molecules, immune cells that are treated with the NR2F6-blocking agents, similar to using the shRNA
approach, should become highly activated and efficiently kill tumors. In addition, tumors that have NR2F6 blocked by using these small
molecules should begin to differentiate. Conversely, activating NR2F6 is expected to suppress the immune system. This ability to suppress
the immune system can be very useful for treating autoimmune disorders. We are currently in pre-clinical testing of these drugs.
Distribution
methods of the products or services:
It
is anticipated that Regen and /or KCL will enter into licensing and/or sublicensing agreements with outside entities in order that Regen
and/or KCL may obtain royalty income on the products and services which it may develop and commercialize.
Competitive
business conditions and Regen’s competitive position in the industry and methods of competition
We
have yet to achieve significant revenues or profits. The pharmaceutical and biologics industries in which we intend to compete are highly
competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do.
We
intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that
we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive
advantage may be developed and commercialized . The Company’s intent is to enter into nonemployee consulting agreements with individuals
who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance
to us in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required
to initiate and complete a project in the most cost effective and rapid manner.
Sources
and availability of raw materials and the names of principal suppliers
The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through
a wide variety of sources.
Need
for any government approval of principal products or services, effect of existing or probable governmental regulations on the business.
The
US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as drugs or
biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of
the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated
as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.
Our
domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals,
an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing. Extensive
clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to demonstrate optimal
use, safety, and efficacy of each product in humans.
Phase
I
Phase
1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug. These
trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who receives the
drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging, also called
dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses usually are a fraction
of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However, there are some circumstances
when real patients are used, such as patients who have end-stage disease and lack other treatment options.
Phase
II
Phase
II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger group
of volunteers and patients. Phase II trials are performed on larger groups.
Phase
III
Phase
III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard treatment
and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of (i) “label
expansion” (to show the product works for additional types of patients/diseases beyond the original use for which the drug was
approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.
On
occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance)
and ongoing technical support of a drug after it receives permission to be sold.The safety surveillance is designed to detect any rare
or long-term adverse effects over a much larger patient population and longer time period than was possible during the Phase I-III clinical
trials.
All
phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans.
Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”). The IRB will consider,
among other things, ethical factors, the safety of human subjects, and the possible liability of the institution. The time and expense
required to perform this clinical testing can far exceed the time and expense of the research and development initially required to create
the product. No action can be taken to market any therapeutic product in the United States until an appropriate New Drug Application
(“NDA”) or Biologic License Application (“BLA”) or has been approved by the FDA. FDA regulations also restrict
the export of therapeutic products for clinical use prior to NDA or BLA approval.
Even
after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval
for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use of these products
during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing approval, resulting in
FDA-ordered product recall, or in FDA-imposed limitations on permissible
The
FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be produced
in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of advertisements used
to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy of a product, or any advantages
of a product over another product, must be supported by clinical data filed as part of an NDA or an amendment to an NDA, and statements
regarding the use of a product must be consistent with the FDA approved labeling and dosage information for that product.
Sales
of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country to country.
Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries must be obtained
prior to the commencement of marketing the product in those countries. The time required to obtain such approval may be longer or shorter
than that required for FDA approval
Amount
spent during the fiscal year ended September 30, 2022 on research and development activities
During
the fiscal year ended September 30, 2022 we expended $175,388 on research and development activities.
Costs
and effects of compliance with environmental laws (federal, state and local)
Regen
has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any
unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.
Number
of total employees and number of full-time employees
As of April
27, 2023 the Company has 1 full time employee.
PROPERTIES
The Company
currently occupies 2,320 square feet of office space at 4700 Spring Street, Suite 304, La Mesa, California 91942. The property is utilized
as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.
On January
13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc.
would sublet the aforementioned office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month
to month basis for $5,000 per month beginning January 14, 2022. BST Partners is controlled by David Koos who serves as the sole officer
and director of Regen Biopharma, Inc.
LEGAL
PROCEEDINGS
There are
no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The par
value of our common stock is $0.0001. There are 5,800,000,000 shares authorized and 3,381,366 shares issued and outstanding as of April
10, 2023
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.
Our common shareholders are entitled to dividends if and when declared by the Board of Directors and in accordance with the Company’s
Bylaws as well as the laws of the State of Nevada.
The Company
also has the following classes and series of stock authorized and outstanding.
Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 34 shares issued
and outstanding as of April 10, 2023 , 739,000 is designated Series A Preferred Stock of which 409,551 shares are outstanding as of April
10, 2023 , 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of April 10,2023 and 20,000 is
designated Series NC Preferred Stock of which 15,007 shares are outstanding as of April 10, 2023
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 seven (7). 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 540,000,000 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 60,000,000 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.
On
March 26, 2021 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 Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).
The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter
submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes
which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 500,000. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.
The
holders of Series NC 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 NC Preferred Stock shall receive,
out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
Our
common stock is traded on the OTC Pink Market operated by OTC Markets Group under the symbol “RGBP” and our Series A Preferred
stock is traded on the OTC Pink Market under the symbol “RGBPP”. No public market currently exists for any other equity securities
of the Company.
We
had approximately 454 holders of record of our common stock as of March 20, 2023.
We
have never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our
business. Consequently, we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the future
will depend upon our results of operations, as well as our short term and long-term cash availability, working capital, working capital
needs, and other factors as determined by our Board of Directors. Currently, except as may be provided by applicable laws, there are
no contractual or other restrictions on our ability to pay dividends if we were to decide to declare and pay them.
Below
is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
All
stock prices have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| October
1, 2021 to September 30, 2022 | |
HIGH | |
LOW |
| First
Quarter | |
$ | 53.23 | | |
$ | 12.23 | |
| Second
Quarter | |
$ | 24.18 | | |
$ | 8.21 | |
| Third
Quarter | |
$ | 16.72 | | |
$ | 5.13 | |
| Fourth
Quarter | |
$ | 19.70 | | |
$ | 5.52 | |
| October
1, 2020 to September 30, 2021 | |
HIGH | |
LOW |
| First
Quarter | |
$ | 4.48 | | |
$ | .30 | |
| Second
Quarter | |
$ | 7.31 | | |
$ | .89 | |
| Third
Quarter | |
$ | 122.23 | | |
$ | 2.98 | |
| Fourth
Quarter | |
$ | 121.64 | | |
$ | 18.66 | |
Below
is the range of high and low bid information for our common equity for each quarter for which interim financial statements are included
in this document. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.
All
stock prices have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| October
1, 2022 to December 31, 2022 | |
HIGH | |
LOW |
| First
Quarter | |
$ | 10.89 | | |
$ | 5.89 | |
| January
1, 2023 to March 31, 2023 | |
HIGH | |
LOW |
| Second
Quarter | |
$ | 7.16 | | |
$ | 1.25 | |
On
April 10, 2023 the closing price of the common shares was $1.92 per share.
FINANCIAL
STATEMENTS
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONDENSED
CONSOLIDATED BALANCE SHEETS | |
| |
|
| | |
| |
|
| | |
| | | |
| | |
| | |
As
of | |
As
of |
| | |
March
31, 2023 | |
September
30, 2022 |
| | |
(unaudited) | |
|
| ASSETS | |
| |
|
| CURRENT
ASSETS | |
| | | |
| | |
| Cash | |
$ | 87,700 | | |
$ | 51,204 | |
| Accounts
Receivable, Related Party | |
| 79,123 | | |
| 254,273 | |
| Note
Receivable, Related Party | |
| | | |
| 0 | |
| Accrued
Interest Receivable | |
| | | |
| 0 | |
| Prepaid
Expenses | |
| 7,233 | | |
| 20,945 | |
| Prepaid
Rent | |
| 10,000 | | |
| 10,000 | |
| Total
Current Assets | |
| 184,055 | | |
| 336,422 | |
| OTHER
ASSETS | |
| | | |
| | |
| Investment
Securities | |
| | | |
| 0 | |
| Investment
Securities, Related Party | |
| 222,580 | | |
| 222,580 | |
| Total
Other Assets | |
| 222,580 | | |
| 222,580 | |
| TOTAL
ASSETS | |
$ | 406,635 | | |
$ | 559,002 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Current
Liabilities: | |
| | | |
| | |
| Accounts
payable | |
| 34,047 | | |
| 28,799 | |
| Notes
Payable | |
| 100,710 | | |
| 710 | |
| Accrued
payroll taxes | |
| 4,241 | | |
| 4,241 | |
| Accrued
Interest | |
| 313,448 | | |
| 689,785 | |
| Accrued
Rent | |
| 0 | | |
| 0 | |
| Accrued
Payroll | |
| 1,256,630 | | |
| 1,266,679 | |
| Other
Accrued Expenses | |
| 41,423 | | |
| 41,423 | |
| Bank
Overdraft | |
| 1,000 | | |
| 1,000 | |
| Due
to Investor | |
| 20,000 | | |
| 20,000 | |
| Unearned
Income | |
| 1,655,010 | | |
| 1,718,290 | |
| Derivative
Liability | |
| 1,400,000 | | |
| 3,551,793 | |
| Convertible
Notes Payable Less unamortized discount | |
| 499,880 | | |
| 1,262,340 | |
| Convertible
Notes Payable, Related Parties Less unamortized discount | |
| 10,000 | | |
| 10,000 | |
| Total
Current Liabilities | |
| 5,336,389 | | |
| 8,595,061 | |
| Long
Term Liabilities: | |
| | | |
| | |
| Convertible
Notes Payable, Related Parties Less unamortized discount | |
| | | |
| | |
| Total
Long Term Liabilities | |
| | | |
| | |
| Total
Liabilities | |
| 5,336,389 | | |
| 8,595,061 | |
| STOCKHOLDERS'
EQUITY (DEFICIT) | |
| | | |
| | |
| Common
Stock ($0.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued and outstanding
as of September 30,2022 and 3,381,366 shares issued and outstanding as of March 31, 2023. | |
| 339 | | |
| 503,150 | |
| Preferred
Stock, 0.0001 par value, 800,000,000 authorized as of September 30,2022 and March 31, 2023 respectively | |
| | | |
| | |
| Series
A Preferred, 739,000,000 authorized as of March 31, 2023 and 540,000,000 authorized as of September 30, 2022; 293,033
and 409,551 outstanding as of September 30,2022 and March 31, 2023 respectively | |
| 40 | | |
| 43,929 | |
| Series
AA Preferred, $0.0001 par value 600,000 authorized and 34 and 34 outstanding as of September 30,2022 and March
31,2023 respectively | |
| 0 | | |
| 5 | |
| Series
M Preferred, $0.0001 par value 60,000,000 authorized and 29,338 outstanding as of March 31, 2023 and 60,000,000 authorized
and 29,338 outstanding as of September 30, 2022 | |
| 3 | | |
| 4,400 | |
| Series
NC Preferred, $0.0001 par value 20,000 authorized and 15,007 outstanding as of March 31, 2023 and
7 outstanding as of September 30,2022 | |
| 2 | | |
| 1 | |
| Additional
Paid in capital | |
| 13,658,153 | | |
| 11,581,499 | |
| Contributed
Capital | |
| 736,326 | | |
| 736,326 | |
| Retained
Earnings (Deficit) | |
| (19,324,617 | ) | |
| (20,905,369 | ) |
| Total
Stockholders' Equity (Deficit) | |
| (4,929,755 | ) | |
| (8,036,059 | ) |
| TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 406,635 | | |
$ | 559,002 | |
| | |
| | | |
| | |
| The
Accompanying Notes are an Integral Part of These Financial Statements |
| |
| All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
| | |
| | | |
| | | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
| |
| |
|
| CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS | |
|
| (Unaudited) | |
| |
| |
| |
|
| | |
| |
| |
| |
|
| | |
| |
| |
| |
|
| | |
| Quarter
Ended March 31, 2023 | | |
| Quarter
Ended March 31,2022 | | |
| Six
Months Ended March 31, 2023 | | |
| Six
Months Ended March 31, 2022 | |
| REVENUES | |
| | | |
| | | |
| | | |
| | |
| Revenues | |
$ | 31,640 | | |
$ | 30,945 | | |
$ | 63,280 | | |
$ | 62,584 | |
| Revenues,
Related Party | |
| 27,425 | | |
| 27,425 | | |
| 54,849 | | |
| 54,849 | |
| TOTAL
REVENUES | |
| 59,065 | | |
| 58,369 | | |
| 118,129 | | |
| 117,434 | |
| | |
| | | |
| | | |
| | | |
| | |
| COST
AND EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Research
and Development | |
| 36,446 | | |
| 27,390 | | |
| 131,959 | | |
| 62,809 | |
| Research
and Development, Related Party | |
| 0 | | |
| 36,975 | | |
| 0 | | |
| 117,250 | |
| General
and Administrative | |
| 18,660 | | |
| 5,355 | | |
| 27,398 | | |
| 12,013 | |
| Consulting
and Professional Fees | |
| 67,800 | | |
| 50,143 | | |
| 471,480 | | |
| 88,279 | |
| Rent | |
| 15,000 | | |
| 15,000 | | |
| 30,000 | | |
| 20,000 | |
| Total
Costs and Expenses | |
| 137,906 | | |
| 134,863 | | |
| 660,837 | | |
| 300,351 | |
| OPERATING
INCOME (LOSS) | |
$ | (78,842 | ) | |
$ | (76,494 | ) | |
$ | (542,708 | ) | |
$ | (182,917 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| OTHER
INCOME & (EXPENSES) | |
| | | |
| | | |
| | | |
| | |
| Interest
Income | |
| 0 | | |
| 131 | | |
| 0 | | |
| 266 | |
| Interest
Expense | |
| (12,085 | ) | |
| (42,561 | ) | |
| (29,444 | ) | |
| (77,571 | ) |
Interest
Expense attributable to Amortization
of Discount | |
| | | |
| (21,977 | ) | |
| | | |
| (44,428 | ) |
| Penalties | |
| | | |
| (300,000 | ) | |
| | | |
| (300,000 | ) |
| Unrealized
Gain ( Loss) on sale of Investment Securities | |
| | | |
| (6,405 | ) | |
| | | |
| (130,296 | ) |
| Gain(Loss)
on sale of Investment Securities | |
| | | |
| 0 | | |
| | | |
| | |
| Gain
(Loss) on derecognition of Accounts Payable | |
| | | |
| 0 | | |
| | | |
| 62,700 | |
| Derivative
Income (Expense) | |
| 35,949 | | |
| (66,634,282 | ) | |
| 2,151,755 | | |
| (63,699,343 | ) |
| Financing
Fees | |
| | | |
| 0 | | |
| | | |
| | |
| Legal
Settlement | |
| | | |
| 0 | | |
| | | |
| | |
| Gain
(Loss) on Extinguishment Convertible Debt | |
| | | |
| 0 | | |
| 1,150 | | |
| (95,019 | ) |
| TOTAL
OTHER INCOME (EXPENSE) | |
| 23,864 | | |
| (67,005,095 | ) | |
| 2,123,460 | | |
| (64,253,692 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| NET
INCOME (LOSS) | |
$ | (54,978 | ) | |
$ | (67,081,589 | ) | |
$ | 1,580,752 | | |
$ | (64,436,609 | ) |
| NET
INCOME (LOSS) attributable to common shareholders | |
$ | (54,978 | ) | |
$ | (67,081,589 | ) | |
$ | 1,391,061.82 | | |
$ | (64,436,609 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| BASIC
AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | |
$ | (0.0332 | ) | |
$ | (22.04 | ) | |
$ | 0.41 | | |
$ | (21.31 | ) |
| WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |
| 1,656,429 | | |
| 3,043,028 | | |
| 3,364,578 | | |
| 3,023,724 | |
| | |
| | | |
| | | |
| | | |
| | |
| The
Accompanying Notes are an Integral Part of These Financial Statements |
| |
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023
|
REGEN BIOPHARMA
, INC.
Condensed Consolidated Statement of Shareholder’s Equity (Deficit)
(Unaudited)
Six Months Ended March 31, 2022 and March 31, 2023
| | |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| | |
| |
| |
Series
A Preferred | |
Series
AA Preferred | |
Series
NC Preferred | |
Common | |
Series
M Preferred | |
| |
| |
| |
|
| | |
| |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Shares | |
Amount | |
Shares | |
Amount | |
Shares | |
Amount | |
Additional
Paid-in Capital | |
Retained
Earnings | |
Contributed
Capital | |
Total |
| Balance
September 30, 2021 | |
| | | |
Balance
September 30, 2021 | |
| 288,190 | | |
$ | 28 | | |
| 34 | | |
$ | 0 | | |
| 7 | | |
$ | 0 | | |
| 2,900,914 | | |
$ | 290 | | |
| 29,338 | | |
$ | 3 | | |
$ | 9,126,378 | | |
$ | (23,348,900 | ) | |
$ | 736,326 | | |
$(13,485,877) |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,667 | | |
| 1 | | |
| | | |
| | | |
| 99,999 | | |
| | | |
| | | |
100,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,777 | | |
| 0 | | |
| | | |
| | | |
| 26,662 | | |
| | | |
| 0 | | |
26,662 |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,667 | | |
| 1 | | |
| | | |
| | | |
| 99,999 | | |
| | | |
| | | |
100,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,589 | | |
| 0 | | |
| | | |
| | | |
| 38,837 | | |
| | | |
| 0 | | |
38,837 |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,015 | | |
| 0 | | |
| | | |
| | | |
| 50,000 | | |
| | | |
| | | |
50,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,574 | | |
| 0 | | |
| | | |
| | | |
| 19,603 | | |
| | | |
| | | |
19,603 |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 10,336 | | |
| 1 | | |
| | | |
| | | |
| 49,999 | | |
| | | |
| | | |
50,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,840 | | |
| 0 | | |
| | | |
| | | |
| 18,575 | | |
| | | |
| | | |
18,575 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 15,504 | | |
| 2 | | |
| | | |
| | | |
| 74,998 | | |
| | | |
| | | |
75,000 |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,631 | | |
| 1 | | |
| | | |
| | | |
| 32,074 | | |
| | | |
| | | |
32,075 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 5,168 | | |
| 1 | | |
| | | |
| | | |
| 24,999 | | |
| | | |
| | | |
25,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,141 | | |
| 0 | | |
| | | |
| | | |
| 10,356 | | |
| | | |
| | | |
10,356 |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 667 | | |
| 0 | | |
| | | |
| | | |
| 25,000 | | |
| | | |
| | | |
25,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 237 | | |
| 0 | | |
| | | |
| | | |
| 8,883 | | |
| | | |
| | | |
8,883 |
| Shares
issued for Debt | |
| 10-01-2021 | | |
Shares
issued for Debt | |
| 2,667 | | |
| 0 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 50,000 | | |
| | | |
| | | |
50,000 |
| Shares
issued for Interest | |
| 10-01-2021 | | |
Shares
issued for Interest | |
| 1,246 | | |
| 0 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 23,369 | | |
| | | |
| | | |
23,369 |
| Shares
issued for Debt | |
| 10/29/2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 6,838 | | |
| 1 | | |
| | | |
| | | |
| 99,999 | | |
| | | |
| | | |
100,000 |
| Shares
issued for Interest | |
| 10/29/2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 2,722 | | |
| 0 | | |
| | | |
| | | |
| 39,808 | | |
| | | |
| | | |
39,808 |
| Shares
issued for Debt | |
| 10/29/2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 5,614 | | |
| 1 | | |
| | | |
| | | |
| 39,999 | | |
| | | |
| | | |
40,000 |
| Shares
issued for Interest | |
| 10/29/2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,992 | | |
| 0 | | |
| | | |
| | | |
| 14,192 | | |
| | | |
| | | |
14,192 |
| Shares
issued for Debt | |
| 11-04-2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,167 | | |
| 0 | | |
| | | |
| | | |
| 50,000 | | |
| | | |
| | | |
50,000 |
| Shares
issued for Interest | |
| 11-04-2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,584 | | |
| 0 | | |
| | | |
| | | |
| 19,012 | | |
| | | |
| | | |
19,012 |
| Shares
issued for Debt | |
| 11/24/2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 48,318 | | |
| 5 | | |
| | | |
| | | |
| 10,959 | | |
| | | |
| | | |
10,964 |
| Shares
issued for Debt | |
| 11/24/2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 667 | | |
| 0 | | |
| | | |
| | | |
| 25,000 | | |
| | | |
| | | |
25,000 |
| Shares
issued for Interest | |
| 11/24/2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 307 | | |
| 0 | | |
| | | |
| | | |
| 11,527 | | |
| | | |
| | | |
11,527 |
| Shares
issued for Debt | |
| 11/24/2021 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,600 | | |
| 0 | | |
| | | |
| | | |
| 60,000 | | |
| | | |
| | | |
60,000 |
| Shares
issued for Interest | |
| 11/24/2021 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 678 | | |
| 0 | | |
| | | |
| | | |
| 25,440 | | |
| | | |
| | | |
25,440 |
| Shares
issued for Debt | |
| 12-10-2021 | | |
Shares
issued for Debt | |
| 667 | | |
| 0 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 25,000 | | |
| | | |
| | | |
25,000 |
| Shares
issued for Interest | |
| 12-10-2021 | | |
Shares
issued for Interest | |
| 283 | | |
| 0 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 10,625 | | |
| | | |
| | | |
10,625 |
| Net
Loss for the Quarter Ended December 31,2021 | |
| | | |
Net
Loss for the Quarter Ended December 31,2021 | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| 2,644,980 | | |
| — | | |
2,644,980 |
| Balance
December 31, 2021 | |
| | | |
Balance
December 31, 2021 | |
| 293,053 | | |
$ | 28 | | |
| 34 | | |
$ | 0 | | |
| 7 | | |
$ | 0 | | |
| 3,043,213 | | |
$ | 304 | | |
| 29,338 | | |
$ | 3 | | |
$ | 10,211,291 | | |
$ | (20,703,920 | ) | |
$ | 736,326 | | |
$(9,755,969) |
| Shares
issued for Debt | |
| 3/28/2022 | | |
Shares
issued for Debt | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 5,861 | | |
| 1 | | |
| | | |
| | | |
| 48,419 | | |
| | | |
| | | |
48,420 |
| Shares
issued for Interest | |
| 3/28/2022 | | |
Shares
issued for Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 4,806 | | |
| 0 | | |
| | | |
| | | |
| 39,708 | | |
| | | |
| | | |
39,708 |
| Net
Loss for the Quarter Ended March 31, 2022 | |
| | | |
Net
Loss for the Quarter Ended March 31, 2022 | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| (67,081,589 | ) | |
| — | | |
(67,081,589) |
| Balance
March 31, 2022 | |
| | | |
Balance
March 31, 2022 | |
| 293,053 | | |
$ | 28 | | |
| 34 | | |
$ | 0 | | |
| 7 | | |
$ | — | | |
| 3,053,879 | | |
$ | 305 | | |
| 29,338 | | |
$ | 3 | | |
$ | 10,299,418 | | |
$ | (87,785,509 | ) | |
$ | 736,326 | | |
$(76,749,430) |
| Balance
September 30, 2022 | |
| | | |
Balance
September 30, 2022 | |
| 293,053 | | |
$ | 28 | | |
| 34 | | |
$ | 0 | | |
| 7 | | |
$ | — | | |
| 3,354,886 | | |
$ | 335 | | |
| 29,338 | | |
$ | 3 | | |
$ | 12,132,620 | | |
$ | (20,905,369 | ) | |
$ | 736,326 | | |
$(8,036,059) |
| Preferred
Shares Issued for Nonemployee Services | |
| 10/25/2022 | | |
Preferred
Shares Issued for Nonemployee Services | |
| 6,667 | | |
$ | 1 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 299,999 | | |
| | | |
| | | |
$300,000 |
| Preferred
Shares Issued for Debt | |
| 11-11-2022 | | |
Preferred
Shares Issued for Debt | |
| 70,114 | | |
$ | 7 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 761,493 | | |
| | | |
| 0 | | |
$761,500 |
| Preferred
Shares Issued for Interest | |
| 11-11-2022 | | |
Preferred
Shares Issued for Interest | |
| 35,012 | | |
$ | 4 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 380,258 | | |
| | | |
| | | |
$380,262 |
| Common
Shares Issued For Interest | |
| 11-11-2022 | | |
Common
Shares Issued For Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 11,279 | | |
$ | 1 | | |
| | | |
| | | |
| 25,368 | | |
| | | |
| 0 | | |
25,369 |
| Preferred
Shares Issued for Nonemployee Services | |
| 12-05-2022 | | |
Preferred
Shares Issued for Nonemployee Services | |
| 1,112 | | |
$ | 0 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 48,372 | | |
| | | |
| | | |
$48,372 |
| Net
Income for the Quarter ended December 31, 2022 | |
| | | |
Net
Income for the Quarter ended December 31, 2022 | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| 1,635,730 | | |
| — | | |
1,635,730 |
| Balance
December 31, 2022 | |
| | | |
Balance
December 31, 2022 | |
| 405,958 | | |
$ | 40 | | |
| 34 | | |
$ | 0 | | |
| 7 | | |
$ | — | | |
| 3,366,165 | | |
$ | 337 | | |
| 29,338 | | |
| | | |
$ | 13,648,107 | | |
$ | (19,269,640 | ) | |
$ | 736,326 | | |
$(4,884,827) |
| Common
Shares issued pursuant to round up provision | |
| 3/13/2023 | | |
Common
Shares issued pursuant to round up provision | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| March
6, 2023 reverse stock split | |
| | | |
March
6, 2023 reverse stock split | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 15,201 | | |
$ | 2 | | |
| | | |
| | | |
| (2 | ) | |
| | | |
| | | |
0 |
| Preferred
Shares issued pursuant to round up provision | |
| 3/13/2023 | | |
Preferred
Shares issued pursuant to round up provision | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| March
6, 2023 reverse stock split | |
| | | |
March
6, 2023 reverse stock split | |
| 3,593 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Preferred
Shares issued for accrued salaries | |
| 3/17/2023 | | |
Preferred
Shares issued for accrued salaries | |
| | | |
| | | |
| | | |
| | | |
| 15,000 | | |
| 2 | | |
| | | |
| | | |
| | | |
| | | |
| 10,048 | | |
| | | |
| | | |
10,050 |
| Net
Income (Loss) for the Quarter Ended March 31, 2023 | |
| | | |
Net
Income (Loss) for the Quarter Ended March 31, 2023 | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| — | | |
| | | |
| (54,978 | ) | |
| — | | |
(54,978) |
| Balance
March 31, 2023 | |
| | | |
Balance
March 31, 2023 | |
| 409,551 | | |
$ | 40 | | |
| 34 | | |
$ | 0 | | |
| 15,007 | | |
$ | 2 | | |
| 3,381,366 | | |
$ | 339 | | |
| 29,338 | | |
| | | |
$ | 13,658,153 | | |
$ | (19,324,617 | ) | |
$ | 736,326 | | |
$(4,929,755) |
| |
| The
Accompanying Notes are an Integral Part of These Financial Statements |
| |
| All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| |
|
| (Unaudited) | |
| |
|
| | |
| |
|
| | |
| |
|
| | |
Six
Months Ended | |
Six
Months Ended |
| | |
March
31, 2023 | |
March
31, 2022 |
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net
Income (loss) | |
$ | 1,580,752 | | |
$ | (64,436,609 | ) |
| Adjustments
to reconcile net Income to net cash | |
| | | |
| | |
| Common
Stock issued for Expenses | |
| | | |
| | |
| Preferred
Stock issued as compensation | |
| 348,372 | | |
| | |
| Increase
(Decrease) in Interest expense attributable to Amortization of Discount | |
| 0 | | |
| 44,428 | |
| Increase
(Decrease) in Accounts Payable | |
| 5,248 | | |
| (49,870 | ) |
| (Increase)
Decrease in Accounts Receivable | |
| 175,150 | | |
| (54,850 | ) |
| Increase
(Decrease) in accrued Expenses | |
| 29,444 | | |
| 48,597 | |
| (Increase)
Decrease in Prepaid Expenses | |
| 13,714 | | |
| 13652 | |
| Increase(Decrease)
in Contributed Capital | |
| | | |
| | |
| Increase
( Decrease) in Derivative Expense | |
| (2,151,755 | ) | |
| 63,699,343 | |
| Increase
( Decrease) in Unearned Income | |
| (63,280 | ) | |
| (62,585 | ) |
| Increase
( Decrease) in Penalties | |
| | | |
| 300000 | |
| (Increase(
Decrease in Notes Receivable | |
| | | |
| | |
| (Increase(
Decrease in Accrued Interest Receivable | |
| | | |
| (266 | ) |
| Securities
accepted as compensation | |
| | | |
| | |
| (Gain)
Loss on forgiveness of Debt | |
| (1,150 | ) | |
| | |
| Increase
(Decrease) in Loss on Sale of Investment Securities | |
| | | |
| | |
| Unrealized
Loss(Gain) on Investment Securities | |
| | | |
| 130,296 | |
| Net
Cash Provided by (Used in) Operating | |
| (63,504 | ) | |
| (397,953 | ) |
| | |
$ | | | |
| | |
| Cash
Flows from Investment Activities | |
| | | |
| | |
| Increase(Decrease)
in Sale of Investment Securities | |
| | | |
| | |
| Net
Cash Provided By Investment Activities | |
| | | |
| | |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| (Decrease)
in Notes Payable | |
| | | |
| | |
| Increase
(Decrease) in Convertible Notes Payable | |
| | | |
| (94,535 | ) |
| Increase
(Decrease) in Notes Payable | |
| 100000 | | |
| | |
| Net
Cash Provided by (Used in) Financing Activities | |
| 100000 | | |
| (94,535 | ) |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Net
Increase (Decrease) in Cash | |
$ | 36,496 | | |
$ | (492,488 | ) |
| Cash
at Beginning of Period | |
$ | 51,204 | | |
$ | 727,162 | |
| Cash
at End of Period | |
$ | 87,700 | | |
$ | 234,674 | |
| | |
| | | |
| | |
| Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
| Common
shares Issued for Debt | |
$ | — | | |
$ | 759,384 | |
| Preferred
Shares Issued for Debt | |
$ | 761,500 | | |
$ | 75,000 | |
| Cash
Paid for Interest | |
$ | — | | |
$ | 28,973 | |
| Common
shares Issued for Interest | |
$ | 25,369 | | |
$ | 304,678 | |
| Preferred
Shares issued for Interest | |
$ | 380,262 | | |
$ | 33,994 | |
| | |
| | | |
| | |
| The
Accompanying Notes are an Integral Part of These Financial Statements |
| | |
| | | |
| | |
| All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective
as of March 6, 2023 |
REGEN
BIOPHARMA, INC.
Notes
to Condensed Consolidated Financial Statements
As
of March 31, 2023
These
Notes have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March
6, 2023
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.
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 Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded
derivative is recognized as of March 31, 2023 utilized the following inputs:
| Schedule
of Derivative liability | |
| | |
| Schedule
of Derivative liability | |
|
| Risk
Free Interest Rate | |
| 3.48 | % |
| Expected
Term | |
| (2.28)
– (2.90) Yrs | |
| Expected
Volatility | |
| 895.05 | % |
| Expected
Dividends | |
| 0 | |
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 December 31, 2021 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 quarters ended March 31, 2022
and March 31, 2023.
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.
As
of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with
Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition,
and most industry-specific guidance throughout the Industry Topics of the Codification.
The
core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve
that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the
performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance
obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
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.
In
January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends
the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect
the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements
for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred
tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and
interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect
adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is
not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from
instrument-specific credit risk in other comprehensive income. The Company adopted ASU 2016-01 as of the fiscal year ending September
30, 2019.
In
August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”),
as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or
improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes
from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component,
unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium.
As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and
will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method
when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current
accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning
after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the
fiscal year. The Company has adopted ASU 2020-06 as of the Fiscal Year ending September 30, 2022.
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 $19,324,617 during the period from April 24, 2012 (inception) through March 31, 2023. 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.
NOTE
4. NOTES PAYABLE
(a)
RELATED PARTY
| Notes
payable related party |
|
|
|
|
| |
|
As
of March 31, 2023 |
| David
Koos |
|
$ |
710 |
|
| Total: |
|
$ |
710 |
|
$710 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.
(b) NON
RELATED PARTY As of March 31, 2023
| Schedule
of non related party |
|
|
|
|
| Bostonia
Partners, Inc |
|
$ |
100.000 |
|
| Total: |
|
$ |
100,000 |
|
$50,000 lent
to the Company by Bostonia Partners, Inc is due and payable on March 7, 2024 and bears simple interest at a rate of 10% per annum.
$50,000 lent
to the Company by Bostonia Partners, Inc is due and payable on March 10, 2024 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 $150 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 $150 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 $150 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
As
of March 31, 2023 $100,000 of the principal amount of the Note remains outstanding.
.
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$150 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 $150 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 $150 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
As
of December 31, 2022 $50,000 of the principal amount of the Note remains outstanding.
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 $18.75 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.
As
of March 31, 2023 $50,000 of the principal amount of the Note remains outstanding
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) $375 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
$75 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 March 31, 2023 $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 $800,000 was recognized by
the Company as of March 31, 2023.
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) $37.50 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
$37.5 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 March 31, 2023 $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 $400,000 was recognized by
the Company as of March 31, 2023.
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) $37.5 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
$37.5 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 March 31, 2023, $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 $200,000 was recognized by
the Company as of March 31, 2023.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000
(“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A onetime
interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months
from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion
Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part,
of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum
with the rescinded conversion shares returned to Regen.
As
of March 31, 2023, 10,000 of the principal amount of the Note remains outstanding.
Zander
and Regen are under common control. Zander Therapeutics, Inc. is the sole licensee of Regen’s NR2F6 intellectual property for veterinary
applications.
NOTE
6. RELATED PARTY TRANSACTIONS
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 under common control with the Company.
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 15th, 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.
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
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics,
Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc.,
Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to
the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc.
(“Regen”) entered into an agreement (“Agreement”) whereby:
1)
Zander shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired
by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander.
Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which shall be
applied pursuant to the Agreement.
2)
A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement.
3)
$75,900 of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied
pursuant to the Agreement.
No
actions were taken by any of the parties to enforce the terms of the Agreement.
On
April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be:
a) Zander
shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not
reflect such return
b) As
of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued
by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between
Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and
license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic
use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on
December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement
and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto.
Zander
and Regen are under common control.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000
(“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A onetime
interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months
from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion
Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part,
of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum
with the rescinded conversion shares returned to Regen.
As
of March 31, 2023, $10,000 of the principal amount of the Note remains outstanding.
On
October 8,2021 the Company entered into an agreement with Dr. Brian Koos, MD PhD whereby Dr. Brian Koos would provide services to the
Company consisting of :
a) Reviewing
existing publications on research being conducted on Checkpoint NR2F6.
b) Identifying
the most promising applications for the Company’s technology
c) Drafting
a “white paper” on results for 1(b)
d) Making
introductions to known experts in appropriate fields identified in 1(b).
Dr.
Brian Koos is to be paid compensated $117,000 as total consideration for performing the abovementioned tasks. During the quarter ended
December 31, 2021 Dr. Brian Koos was paid the amount of $80,275 and during the quarter ended March 31, 2022 Dr. Brian Koos was paid $36,975.
Dr. Brian Koos is the brother of David Koos the Chairman and Chief Executive Officer of the Company.
As
of March 31, 2023 the Company is indebted to David R. Koos the Company’s sole officer and director in the amount of $710. $710
lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma,
Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis
for $5,000 per month beginning January 14, 2022.
BST
Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
NOTE
7. ACCOUNTS RECEIVABLE, RELATED PARTY
Accounts
Receivable due from Related Party as of March 31, 2023 consists solely of amounts earned by the Company not yet paid resulting from the
Company’s license agreement with KCL Therapeutics (See Note 6)
NOTE
8. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 2023:
Common
stock, $ 0.0001 par value; 5,800,000,000 shares authorized: 3,381,366 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: 34 shares issued
and outstanding as of March 31, 2023, 739,000,000 is designated Series A Preferred Stock of which 409,551 shares are outstanding as of
March 31, 2023, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of March 31, 2023, and 20,000
is designated Series NC stock of which 15,007 shares are outstanding as of March 31, 2023. .
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 seven (7). 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 739,000,000 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 60,000,000 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.
On
March 26, 2021 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 Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).
The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter
submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes
which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.
The
holders of Series NC 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 NC Preferred Stock shall receive,
out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
NOTE
9. INVESTMENT SECURITIES, RELATED PARY
On
June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics, Inc.
On
November 29, 2018 the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of
prepaid rent and accrued interest owed to the Company collectively amounting to $13,124.
On
March 31,2023 the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series M Preferred
stock of Zander Therapeutics, Inc. based on the following inputs:
| Dividend
income | |
| | |
| Fair
Value of Intellectual Property | |
$ | 1,500 | |
| Prepaid
Expenses | |
| 65,661 | |
| Due
from Employee | |
| 1,071 | |
| Note
Receivable | |
| 64,400 | |
| Accrued
Interest Receivable | |
| 23,989 | |
| Investment
Securities | |
| 8,423,366 | |
| Convertible
Note Receivable | |
| 10,000 | |
| Accounts
Payable | |
| 1,269,041 | |
| Notes
Payable | |
| 400,000 | |
| Accrued
Expenses Related Parties | |
| 162,011 | |
| Notes
Payable Related Party | |
| 5,396 | |
| Accrued
Expenses | |
| 203,037 | |
| Enterprise
Value | |
| 10,563,930 | |
| Less:
Total Debt | |
| (2,038,343 | ) |
| Portion
of Enterprise Value Attributable to Shareholders | |
| 8,525,587 | |
| Fair
Value Per Share | |
$ | 0.186168 | |
The
abovementioned constitute the Company’s sole related party investment securities as of March 31 , 2023.
As
of March 31, 2023:
| |
Comprehensive
income |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 470,588 Common
Shares of Zander Therapeutics, Inc. |
| |
|
|
|
|
|
|
| |
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized
Gains |
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended March 31,2023 |
|
| $ |
5,741 |
|
|
$ |
87,608 |
|
|
$ |
81,867 |
|
|
$ |
0 |
|
| 725,000 Series
M Preferred of Zander Therapeutics, Inc. |
| |
|
|
|
|
|
|
| |
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized Gain |
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended March 31 , 2023 |
|
| $ |
13,124 |
|
|
$ |
134,971 |
|
|
$ |
121,847 |
|
|
$ |
0 |
|
NOTE
10. STOCK TRANSACTIONS
On
March 13, 2023 the Company issued 15,201 Common shares and 3,593 Series A Preferred Shares pursuant to roundup requirements related to
the Company’s 1 for 1500 reverse stock split of all issued series of stock.
On
March 17, 2023 Regen Biopharma, Inc. (“Regen”) issued 15,000 Series NC preferred shares (“Shares”) to David Koos,
the Company’s Chief Executive Officer, in consideration of $10,050 of salaries accrued but unpaid owed to David Koos by Regen.
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONDENSED
CONSOLIDATED BALANCE SHEETS | |
| |
|
| | |
| |
|
| | |
As
of | |
As
of |
| | |
December
31, 2022
(Unaudited) | |
September
30, 2022 |
| ASSETS | |
| |
|
| CURRENT
ASSETS | |
| | | |
| | |
| Cash | |
$ | 40,741 | | |
$ | 51,204 | |
| Accounts
Receivable, Related Party | |
| 131,698 | | |
| 254,273 | |
| Note
Receivable, Related Party | |
| 0 | | |
| 0 | |
| Accrued
Interest Receivable | |
| 0 | | |
| 0 | |
| Prepaid
Expenses | |
| 14,089 | | |
| 20,945 | |
| Prepaid
Rent | |
| 5,000 | | |
| 10,000 | |
| Total
Current Assets | |
| 191,528 | | |
| 336,422 | |
| OTHER
ASSETS | |
| | | |
| | |
| Investment
Securities | |
| | | |
| 0 | |
| Investment
Securities, Related Party | |
| 222,580 | | |
| 222,580 | |
| Total
Other Assets | |
| 222,580 | | |
| 222,580 | |
| TOTAL
ASSETS | |
$ | 414,108 | | |
$ | 559,002 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Current
Liabilities: | |
| | | |
| | |
| Accounts
payable | |
| 31,039 | | |
| 28,799 | |
| Notes
Payable | |
| 710 | | |
| 710 | |
| Accrued
payroll taxes | |
| 4,241 | | |
| 4,241 | |
| Accrued
Interest | |
| 301,363 | | |
| 689,785 | |
| Accrued
Rent | |
| 0 | | |
| 0 | |
| Accrued
Payroll | |
| 1,266,679 | | |
| 1,266,679 | |
| Other
Accrued Expenses | |
| 41,423 | | |
| 41,423 | |
| Bank
Overdraft | |
| 1,000 | | |
| 1,000 | |
| Due
to Investor | |
| 20,000 | | |
| 20,000 | |
| Unearned
Income | |
| 1,686,650 | | |
| 1,718,290 | |
| Derivative
Liability | |
| 1,435,949 | | |
| 3,551,793 | |
| Convertible
Notes Payable Less unamortized discount | |
| 499,880 | | |
| 1,262,340 | |
| Convertible
Notes Payable, Related Parties Less unamortized discount | |
| 10,000 | | |
| 10,000 | |
| Total
Current Liabilities | |
| 5,298,935 | | |
| 8,595,061 | |
| Long
Term Liabilities: | |
| | | |
| | |
| Convertible
Notes Payable, Related Parties Less unamortized discount | |
| | | |
| | |
| Total
Long Term Liabilities | |
| | | |
| | |
| Total
Liabilities | |
| 5,298,935 | | |
| 8,595,061 | |
| | |
| | | |
| | |
| STOCKHOLDERS'
EQUITY (DEFICIT) | |
| | | |
| | |
| Common
Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued and outstanding as of
September 30,2022 and 3,366,165 shares issued and outstanding as of December 31, 2022. | |
| 337 | | |
| 335 | |
| Preferred
Stock, 0.0001 par value, 800,000,000 authorized as of September 30,2022 and December 31, 2022 respectively | |
| | | |
| | |
| Series
A Preferred 739,000,000 authorized as of December 31, 2022 and 540,000,000 authorized as of September 30, 2022; 293,033
and 405,958 outstanding as of September 30,2022 and December 31, 2022 respectively | |
| 40 | | |
| 28 | |
| Series
AA Preferred $0.0001 par value 600,000 authorized and 34 and 34 outstanding as of September 30, 2022 and December 31,2022
respectively. | |
| 0 | | |
| 0 | |
| Series
M Preferred $0.0001 par value 60,000,000 authorized and 29,338 outstanding as of December 31, 2022 and 60,000,000 authorized
and 29,338 outstanding as of September 30, 2022 | |
| 3 | | |
| 3 | |
| Series
NC Preferred $0.0001 par value 20,000 authorized and 7 outstanding as of December 31, 2022 and September 30,2022 respectively | |
| 0 | | |
| 0 | |
| Additional
Paid in capital | |
| 13,648,107 | | |
| 12,132,620 | |
| Contributed
Capital | |
| 736,326 | | |
| 736,326 | |
| Retained
Earnings (Deficit) | |
| (19,269,640 | ) | |
| (20,905,369 | ) |
| Total
Stockholders' Equity (Deficit) | |
| (4,884,827 | ) | |
| (8,036,059 | ) |
| TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 414,108 | | |
$ | 559,002 | |
The Accompanying Notes are an Integral Part of These Financial Statements
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS | |
| |
|
| (Unaudited) | |
| |
|
| | |
| |
|
| | |
Quarter
Ended December 31, 2022 | |
Quarter
Ended December 31, 2021 |
| REVENUES | |
| | | |
| | |
| Revenues | |
$ | 31,640 | | |
$ | 31,640 | |
| Revenues,
Related Party | |
| 27,425 | | |
| 27,425 | |
| TOTAL
REVENUES | |
| 59,065 | | |
| 59,065 | |
| | |
| | | |
| | |
| COST
AND EXPENSES | |
| | | |
| | |
| Research
and Development | |
| 95,513 | | |
| 35,418 | |
| Research
and Development, Related Party | |
| 0 | | |
| 80,275 | |
| General
and Administrative | |
| 8,738 | | |
| 6,658 | |
| Consulting
and Professional Fees | |
| 403,680 | | |
| 38,136 | |
| Rent | |
| 15,000 | | |
| 5,000 | |
| Total
Costs and Expenses | |
| 522,931 | | |
| 165,487 | |
| OPERATING
INCOME (LOSS) | |
$ | (463,867 | ) | |
$ | (106,422 | ) |
| | |
| | | |
| | |
| OTHER
INCOME & (EXPENSES) | |
| | | |
| | |
| Interest
Income | |
| 0 | | |
| 135 | |
| Interest
Expense | |
| (17,359 | ) | |
| (35,010 | ) |
| |
| | | |
| | |
| Interest
Expense attributable to Amortization of Discount | |
| 0 | | |
| (22,451 | ) |
| Penalties | |
| 0 | | |
| 0 | |
| Unrealized
Gain ( Loss) on sale of Investment Securities | |
| 0 | | |
| (123,891 | ) |
| Gain(Loss)
on sale of Investment Securities | |
| 0 | | |
| 0 | |
| Gain
(Loss) on derecognition of Accounts Payable | |
| 0 | | |
| 62,700 | |
| Derivative
Income (Expense) | |
| 2,115,806 | | |
| 2,964,939 | |
| Financing
Fees | |
| 0 | | |
| 0 | |
| Legal
Settlement | |
| 0 | | |
| 0 | |
| Gain
(Loss) on Extinguishment Convertible Debt | |
| 1,150 | | |
| (95,019 | ) |
| TOTAL
OTHER INCOME (EXPENSE) | |
| 2,099,596 | | |
| 2,751,403 | |
| NET
INCOME (LOSS) | |
$ | 1,635,730 | | |
$ | 2,644,980 | |
| NET
INCOME (LOSS) attributable to common shareholders | |
$ | 1,448,439 | | |
$ | 2,391,062 | |
| | |
| | | |
| | |
| BASIC
AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | |
$ | 0.4310 | | |
$ | 0.001 | |
| WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |
| 3,360,540 | | |
| 3,004,636 | |
The
Accompanying Notes are an Integral Part of These Financial Statements
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023
REGEN
BIOPHARMA, INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY ( DEFICIT)
(unaudited)
Quarters
Ended December 31, 2021 and December 31, 2022
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Series
A Preferred |
|
Series
AA Preferred |
|
Series
NC Preferred |
|
Common |
|
Series
M Preferred |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Contributed
Capital |
|
Total |
| Balance
September 30, 2021 |
|
|
Balance
September 30, 2021 |
|
|
288,190 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
0 |
|
|
|
2,900,914 |
|
|
$ |
290 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
9,126,378 |
|
|
$ |
(23,348,900 |
) |
|
$ |
736,326 |
|
|
$(13,485,877) |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
99,999 |
|
|
|
|
|
|
|
|
|
|
100,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,777 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
26,662 |
|
|
|
|
|
|
|
0 |
|
|
26,662 |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
99,999 |
|
|
|
|
|
|
|
|
|
|
100,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,589 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
38,837 |
|
|
|
|
|
|
|
0 |
|
|
38,837 |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,015 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,574 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
19,603 |
|
|
|
|
|
|
|
|
|
|
19,603 |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,336 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
49,999 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,840 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
18,575 |
|
|
|
|
|
|
|
|
|
|
18,575 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,504 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
74,998 |
|
|
|
|
|
|
|
|
|
|
75,000 |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,631 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
32,074 |
|
|
|
|
|
|
|
|
|
|
32,075 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,168 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
24,999 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,141 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
10,356 |
|
|
|
|
|
|
|
|
|
|
10,356 |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
8,883 |
|
|
|
|
|
|
|
|
|
|
8,883 |
| Shares
issued for Debt |
10-01-2021 |
|
Shares
issued for Debt |
|
|
2,667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
10-01-2021 |
|
Shares
issued for Interest |
|
|
1,246 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,369 |
|
|
|
|
|
|
|
|
|
|
23,369 |
| Shares
issued for Debt |
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,838 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
99,999 |
|
|
|
|
|
|
|
|
|
|
100,000 |
| Shares
issued for Interest |
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,722 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
39,808 |
|
|
|
|
|
|
|
|
|
|
39,808 |
| Shares
issued for Debt |
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,614 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
39,999 |
|
|
|
|
|
|
|
|
|
|
40,000 |
| Shares
issued for Interest |
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,992 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
14,192 |
|
|
|
|
|
|
|
|
|
|
14,192 |
| Shares
issued for Debt |
11-04-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,167 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
11-04-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,584 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
19,012 |
|
|
|
|
|
|
|
|
|
|
19,012 |
| Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,318 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
10,959 |
|
|
|
|
|
|
|
|
|
|
10,964 |
| Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
11,527 |
|
|
|
|
|
|
|
|
|
|
11,527 |
| Shares
issued for Debt |
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
60,000 |
| Shares
issued for Interest |
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
678 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
25,440 |
|
|
|
|
|
|
|
|
|
|
25,440 |
| Shares
issued for Debt |
12-10-2021 |
|
Shares
issued for Debt |
|
|
667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
12-10-2021 |
|
Shares
issued for Interest |
|
|
283 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,625 |
|
|
|
|
|
|
|
|
|
|
10,625 |
| Net
Loss for the Quarter Ended December 31,2021 |
|
|
Net
Loss for the Quarter Ended December 31,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
2,644,980 |
|
|
|
|
|
|
2,644,980 |
| Balance
December 31, 2021 |
|
|
Balance
December 31, 2021 |
|
|
293,053 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
0 |
|
|
|
3,043,213 |
|
|
$ |
304 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
10,211,291 |
|
|
$ |
(20,703,920 |
) |
|
$ |
736,326 |
|
|
$(9,755,969) |
| Balance
September 30, 2022 |
|
|
Balance
September 30, 2022 |
|
|
293,053 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
— |
|
|
|
3,354,886 |
|
|
$ |
335 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
12,132,620 |
|
|
$ |
(20,905,369 |
) |
|
$ |
736,326 |
|
|
$(8,036,059) |
| Preferred
Shares Issued for Nonemployee Services |
10/25/2022 |
|
Preferred
Shares Issued for Nonemployee Services |
|
|
6,667 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299,999 |
|
|
|
|
|
|
|
|
|
|
$300,000 |
| Preferred
Shares Issued for Debt |
11-11-2022 |
|
Preferred
Shares Issued for Debt |
|
|
70,114 |
|
|
$ |
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
761,493 |
|
|
|
|
|
|
|
0 |
|
|
$761,500 |
| Preferred
Shares Issued for Interest |
11-11-2022 |
|
Preferred
Shares Issued for Interest |
|
|
35,012 |
|
|
$ |
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
380,258 |
|
|
|
|
|
|
|
|
|
|
$380,262 |
| Common
Shares Issued For Interest |
11-11-2022 |
|
Common
Shares Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,279 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
25,368 |
|
|
|
|
|
|
|
0 |
|
|
25,369 |
| Preferred
Shares Issued for Nonemployee Services |
12-05-2022 |
|
Preferred
Shares Issued for Nonemployee Services |
|
|
1,112 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,372 |
|
|
|
|
|
|
|
|
|
|
$48,372 |
| Net
Income for the Quarter ended December 31, 2022 |
|
|
Net
Income for the Quarter ended December 31, 2022 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
1,635,730 |
|
|
|
|
|
|
1,635,730 |
| Balance
December 31, 2022 |
|
|
Balance
December 31, 2022 |
|
|
405,958 |
|
|
$ |
40 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
— |
|
|
|
3,366,165 |
|
|
$ |
337 |
|
|
|
29,338 |
|
|
|
|
|
|
$ |
13,648,107 |
|
|
$ |
(19,269,640 |
) |
|
$ |
736,326 |
|
|
$(4,884,827) |
The
Accompanying Notes are an Integral Part of These Financial Statements.
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| |
|
| (Unaudited) | |
| |
|
| | |
| |
|
| | |
Quarter
Ended | |
Quarter
Ended |
| | |
December
31, 2022 | |
December
31, 2021 |
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net
Income (loss) | |
$ | 1,635,730 | | |
$ | 2,644,980 | |
| Adjustments
to reconcile net Income to net cash | |
| | | |
| | |
| Common
Stock issued for Expenses | |
| 0 | | |
| | |
| Preferred
Stock issued as compensation | |
| 348,372 | | |
| | |
| Increase
(Decrease) in Interest expense attributable to amortization of Discount | |
| 0 | | |
| 22,451 | |
| Increase
(Decrease) in Accounts Payable | |
| 2,240 | | |
| (59,210 | ) |
| (Increase)
Decrease in Accounts Receivable | |
| 122,575 | | |
| (27,425 | ) |
| Increase
(Decrease) in accrued Expenses | |
| 17,359 | | |
| 6,036 | |
| (Increase)
Decrease in Prepaid Expenses | |
| 11,856 | | |
| 6,856 | |
| Increase(Decrease)
in Contributed Capital | |
| 0 | | |
| | |
| Increase
( Decrease) in Derivative Expense | |
| (2,115,806 | ) | |
| (2,964,939 | ) |
| Increase
( Decrease) in Unearned Income | |
| (31,640 | ) | |
| (31,640 | ) |
| Increase
( Decrease) in Penalties | |
| 0 | | |
| | |
| (Increase(
Decrease in Notes Receivable | |
| 0 | | |
| | |
| (Increase(
Decrease in Accrued Interest Receivable | |
| 0 | | |
| (135 | ) |
| Securities
accepted as compensation | |
| 0 | | |
| | |
| (Gain)
Loss on forgiveness of Debt | |
| (1,150 | ) | |
| | |
| Increase
(Decrease) in Loss on Sale of Investment Securities | |
| 0 | | |
| | |
| Unrealized
Loss(Gain) on Investment Securities | |
| 0 | | |
| 123,891 | |
| Net
Cash Provided by (Used in) Operating | |
| | | |
| | |
| Net
Cash Provided by (Used in) Operating | |
$ | (10,463 | ) | |
$ | (279,135 | ) |
| CASH
FLOWS FROM INVESTMENT ACTIVITIES | |
| | | |
| | |
| Increase(Decrease)
in Sale of Investment Securities | |
| | | |
| | |
| Net
Cash Provided By Investment Activities | |
| | | |
| | |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES | |
| 0 | | |
| 0 | |
| (Decrease)
in Notes Payable | |
| | | |
| | |
| Increase
(Decrease) in Convertible Notes Payable | |
| | | |
| (94,535 | ) |
| Net
Cash Provided by (Used in) Financing Activities | |
| 0 | | |
| (94,535 | ) |
| Net
Increase (Decrease) in Cash | |
$ | (10,463 | ) | |
$ | (373,670 | ) |
| Cash
at Beginning of Period | |
$ | 51,204 | | |
$ | 727,162 | |
| Cash
at End of Period | |
$ | 40,741 | | |
$ | 353,492 | |
| Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
| Common
shares Issued for Debt | |
$ | — | | |
$ | 710,964 | |
| Preferred
Shares Issued for Debt | |
$ | 761,500 | | |
$ | 75,000 | |
| Cash
Paid for Interest | |
$ | — | | |
$ | 28,973 | |
| Common
shares Issued for Interest | |
$ | 25,369 | | |
$ | 264,970 | |
| Preferred
Shares issued for Interest | |
$ | 380,262 | | |
$ | 33,994 | |
The
Accompanying Notes are an Integral Part of These Financial Statements.
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023
REGEN
BIOPHARMA, INC.
Notes
to Condensed Consolidated Financial Statements
As
of December 31, 2022
These
Notes have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March
6, 2023
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.
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 Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded
derivative is recognized as of December 31, 2022 utilized the following inputs:
| Schedule
of Derivative liability | |
|
| Risk
Free Interest Rate | |
| 3.89 | % |
| Expected
Term | |
| (2.03)
– (2.66) Yrs | |
| Expected
Volatility | |
| 882.14 | % |
| Expected
Dividends | |
| 0 | |
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 December 31, 2021 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 years ended December 31,2021
and December 31, 2022.
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.
As
of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with
Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition,
and most industry-specific guidance throughout the Industry Topics of the Codification.
The
core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve
that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the
performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance
obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
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.
In
January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends
the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect
the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements
for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred
tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and
interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect
adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is
not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from
instrument-specific credit risk in other comprehensive income. The Company adopted ASU 2016-01 as of the fiscal year ending September
30, 2019.
In
August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06"),
as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or
improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes
from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component,
unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium.
As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and
will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method
when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current
accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning
after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the
fiscal year. The Company has adopted ASU 2020-06 as of the Fiscal Year ending September 30, 2022.
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 $19,269,840 during the period from April 24, 2012 (inception) through December 31, 2022. 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.
NOTE
4. NOTES PAYABLE
(a) RELATED
PARTY
| Notes
payable related party |
|
|
|
|
| |
|
As
of December 31, 2022 |
| David
Koos |
|
$ |
710 |
|
| Total: |
|
$ |
710 |
|
$710 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.
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 $150 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 $150 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 $150 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
As
of December 31, 2022 $100,000 of the principal amount of the Note remains outstanding.
.
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$150 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 $150 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 $150 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
As
of December 31 , 2022 $50,000 of the principal amount of the Note remains outstanding.
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 $18.75 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.
As
of December 31, 2022 $50,000 of the principal amount of the Note remains outstanding
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) $375 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
$75 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 December 31, 2022 $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 $820,513 was recognized by
the Company as of December 31, 2022.
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) $37.50 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
$37.5 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 December 31, 2022 $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 $410,256 was recognized by
the Company as of December 31, 2022.
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) $37.5 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
$37.5 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 December 31, 2022, $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 $184,615 was recognized by
the Company as of December 31, 2022.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000
(“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A onetime
interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months
from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion
Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part,
of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum
with the rescinded conversion shares returned to Regen.
As
of December 31, 2022, 10,000 of the principal amount of the Note remains outstanding.
Zander
and Regen are under common control. Zander Therapeutics, Inc. is the sole licensee of Regen’s NR2F6 intellectual property for veterinary
applications.
NOTE
6. RELATED PARTY TRANSACTIONS
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 under common control with the Company.
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 15th, 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.
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
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics,
Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc.,
Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to
the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc.
(“Regen”) entered into an agreement (“Agreement”) whereby:
1)
Zander shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired
by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander.
Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which shall be
applied pursuant to the Agreement.
2)
A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement.
3)
$75,900 of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied
pursuant to the Agreement.
No
actions were taken by any of the parties to enforce the terms of the Agreement.
On
April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be:
a) Zander
shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not
reflect such return
b) As
of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued
by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between
Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and
license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic
use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on
December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement
and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto.
Zander
and Regen are under common control.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000
(“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A onetime
interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months
from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion
Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part,
of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum
with the rescinded conversion shares returned to Regen.
As
of December 31, 2022, $10,000 of the principal amount of the Note remains outstanding.
On
October 8,2021 the Company entered into an agreement with Dr. Brian Koos, MD PhD whereby Dr. Brian Koos would provide services to the
Company consisting of :
a) Reviewing
existing publications on research being conducted on Checkpoint NR2F6.
b) Identifying
the most promising applications for the Company’s technology
c) Drafting
a “white paper” on results for 1(b)
d) Making
introductions to known experts in appropriate fields identified in 1(b).
Dr.
Brian Koos is to be paid compensated $117,000 as total consideration for performing the abovementioned tasks. During the quarter ended
December 31, 2021 Dr. Brian Koos was paid the amount of $80,275 and during the quarter ended March 31, 2022 Dr. Brian Koos was paid $36,975.
Dr. Brian Koos is the brother of David Koos the Chairman and Chief Executive Officer of the Company.
As
of December 31, 2022 the Company is indebted to David R. Koos the Company’s sole officer and director in the amount of $710. $710
lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.
During
the quarter ended December 31, 2021 the Company paid $5,000 of rental expenses to the landlord of BST Partners as consideration to BST
Partners for use of office space. BST Partners is controlled by David R. Koos the Chairman and Chief Executive Officer of the Company.
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma,
Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis
for $5,000 per month beginning January 14, 2022.
BST
Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
NOTE
7. ACCOUNTS RECEIVABLE, RELATED PARTY
Accounts
Receivable due from Related Party as of December 31, 2022 consists solely of amounts earned by the Company not yet paid resulting from
the Company’s license agreement with KCL Therapeutics (See Note 6).
NOTE
8. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2022:
Common
stock, $ 0.0001 par value; 5,800,000,000 shares authorized: 3,366,165 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: 34 shares issued
and outstanding as of December 31, 2022, 739,000,000 is designated Series A Preferred Stock of which 405,958 shares are outstanding as
of December 31, 2022, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of December 31, 2022,
and 20,000 is designated Series NC stock of which 7 shares are outstanding as of December 31, 2022. .
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 seven (7). 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 739,000,000 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 60,000,000 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.
On
March 26, 2021 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 Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).
The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter
submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes
which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.
The
holders of Series NC 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 NC Preferred Stock shall receive,
out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
NOTE
9. INVESTMENT SECURITIES, RELATED PARY
On
June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics, Inc.
On
November 29, 2018 the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of
prepaid rent and accrued interest owed to the Company collectively amounting to $13,124.
On
December 31,2022 the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series M Preferred
stock of Zander Therapeutics, Inc. based on the following inputs:
| Dividend
income | |
| | |
| Fair
Value of Intellectual Property | |
$ | 1,500 | |
| Prepaid
Expenses | |
| 65,661 | |
| Due
from Employee | |
| 1,071 | |
| Note
Receivable | |
| 64,400 | |
| Accrued
Interest Receivable | |
| 23,989 | |
| Investment
Securities | |
| 8,423,366 | |
| Convertible
Note Receivable | |
| 10,000 | |
| Accounts
Payable | |
| 1,269,041 | |
| Notes
Payable | |
| 400,000 | |
| Accrued
Expenses Related Parties | |
| 162,011 | |
| Notes
Payable Related Party | |
| 5396 | |
| Accrued
Expenses | |
| 203,037 | |
| Enterprise
Value | |
| 10,563,930 | |
| Less:
Total Debt | |
| (2,038,343 | ) |
| Portion
of Enterprise Value Attributable to Shareholders | |
| 8,525,587 | |
| Fair
Value Per Share | |
$ | 0.186168 | |
The
abovementioned constitute the Company’s sole related party investment securities as of December 31 , 2022.
As
of December 31, 2022:
| Comprehensive
income |
|
|
|
|
|
|
| 470,588 Common
Shares of Zander Therapeutics, Inc. |
| |
|
|
|
|
|
|
| |
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized Gains |
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended December 31,2022 |
|
| $ |
5,741 |
|
|
$ |
87,608 |
|
|
$ |
81,867 |
|
|
$ |
0 |
|
| 725,000 Series
M Preferred of Zander Therapeutics, Inc. |
| |
|
|
|
|
|
|
| |
Basis |
|
|
|
Fair
Value |
|
|
|
Total
Unrealized Gain |
|
|
|
Net
Unrealized Gain or (Loss) realized during the quarter ended December 31 , 2022 |
|
| $ |
13,124 |
|
|
$ |
134971 |
|
|
$ |
121847 |
|
|
$ |
01 |
|
NOTE
10. STOCK TRANSACTIONS
On
October 25, 2022 the Company issued 6,667 Series A preferred shares as consideration for nonemployee services
On
November 11, 2022 the Company issued 105126 Series A preferred shares in satisfaction of $761,500 of convertible indebtedness and $380,262
of accrued interest on convertible indebtedness.
On
November 11, 2022 the Company issued 11,279 common shares in satisfaction of $25,639 of accrued interest on convertible indebtedness.
On
December 5, 2022 the Company issued 1,112 Series A preferred shares as consideration for nonemployee services.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Shareholders of Regen Biopharma, Inc.:
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Regen Biopharma, Inc. (the “Company”) as of September 30, 2022
and 2021 and the related consolidated statements of operations, shareholders’ equity, and cash flows for the two years in the period
ended September 30, 2022, and the related notes and schedules (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and
2021, and the results of its operations and its cash flows for the two years in the period ended September 30, 2022 and 2021, in conformity
with accounting principles generally accepted in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide
a reasonable basis for our opinion.
Critical
Audit Matter
Critical
audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments.
We
determined that there are no critical audit matters.
/S
BF Borgers CPA PC
BF
Borgers CPA PC (PCAOB ID 5041)
We
have served as the Company’s auditor since 2019
Lakewood,
CO
November
15, 2022
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONSOLIDATED
BALANCE SHEETS | |
| |
|
| | |
| |
|
| | |
As
of | |
As
of |
| | |
September
30, 2022 | |
September
30, 2021 |
| ASSETS | |
| |
|
| CURRENT
ASSETS | |
| | | |
| | |
| Cash | |
$ | 51,204 | | |
$ | 727,162 | |
| Accounts
Receivable, Related Party | |
| 254,273 | | |
| 213,192 | |
| Note
Receivable, Related Party | |
| 0 | | |
| 5,396 | |
| Accrued
Interest Receivable | |
| 0 | | |
| 230 | |
| Prepaid
Expenses | |
| 20,945 | | |
| 48,144 | |
| Prepaid
Rent | |
| 10,000 | | |
| | |
| Total
Current Assets | |
| 336,422 | | |
| 994,124 | |
| | |
| | | |
| | |
| OTHER
ASSETS | |
| | | |
| | |
| Investment
Securities | |
| 0 | | |
| 198,006 | |
| Investment
Securities, Related Party | |
| 222,580 | | |
| 19,969 | |
| Total
Other Assets | |
| 222,580 | | |
| 217,975 | |
| TOTAL
ASSETS | |
$ | 559,002 | | |
$ | 1,212,099 | |
| | |
| | | |
| | |
| LIABILITIES
AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Current
Liabilities: | |
| | | |
| | |
| Accounts
payable | |
| 28,799 | | |
| 91,498 | |
| Notes
Payable | |
| 710 | | |
| 1,429,179 | |
| Accrued
payroll taxes | |
| 4,241 | | |
| 4,241 | |
| Accrued
Interest | |
| 689,785 | | |
| 954,861 | |
| Accrued
Rent | |
| 0 | | |
| 0 | |
| Accrued
Payroll | |
| 1,266,679 | | |
| 1,266,679 | |
| Other
Accrued Expenses | |
| 41,423 | | |
| 41,423 | |
| Bank
Overdraft | |
| 1,000 | | |
| 1,000 | |
| Due
to Investor | |
| 20,000 | | |
| 20,000 | |
| Unearned
Income | |
| 1,718,290 | | |
| 1,843,806 | |
| Derivative
Liability | |
| 3,551,793 | | |
| 6,892,477 | |
| Convertible
Notes Payable Less unamortized discount | |
| 1,262,340 | | |
| 2,131,311 | |
| Convertible
Notes Payable, Related Parties Less unamortized discount | |
| 10,000 | | |
| 21,500 | |
| Total
Current Liabilities | |
| 8,595,061 | | |
| 14,697,976 | |
| Long
Term Liabilities: | |
| | | |
| | |
| Convertible
Notes Payable, Related Parties Less unamortized discount | |
| | | |
| 0 | |
| Total
Long Term Liabilities | |
| | | |
| | |
| Total
Liabilities | |
| 8,595,061 | | |
| 14,697,976 | |
| | |
| | | |
| | |
| STOCKHOLDERS'
EQUITY (DEFICIT) | |
| | | |
| | |
| Common
Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued
and outstanding as of September 30,2022 and 4,800,000,000 authorized and 2,900,914 shares issued and outstanding as of September
30 ,2021. | |
| 335 | | |
| 290 | |
| Preferred
Stock, 0.0001 par value, 800,000,000 authorized as of September 30,2022 and September 30,2021 respectively | |
| | | |
| | |
| Series
A Preferred 300,000,000 authorized as of September 30,2021 and 540,000,000 authorized as of September 30, 2022; 293,053 and 288,190
outstanding as of September 30,2022 and September 30, 2021 respectively. | |
| 28 | | |
| 28 | |
| Series
AA Preferred $0.0001 par value 600,000 authorized and 34 and 34 outstanding as of September 30, 2022 and September
30,2021 respectively. | |
| 0 | | |
| 0 | |
| Series
M Preferred $0.0001 par value 300,000,000 authorized and 29,338 outstanding as of September 30, 2021 and 60,000,000 authorized
and 29,338 outstanding as of September 30, 2022. | |
| 3 | | |
| 3 | |
| Series
NC Preferred $0.0001 par value 20,000 authorized and 7 outstanding as of September 30, 2021 and September 30, 2022
respectively | |
| 0 | | |
| 0 | |
| Additional
Paid in capital | |
| 12,132,620 | | |
| 9,126,378 | |
| Contributed
Capital | |
| 736,326 | | |
| 736,326 | |
| Retained
Earnings (Deficit) | |
| (20,905,369 | ) | |
| (23,348,900 | ) |
| Total
Stockholders' Equity (Deficit) | |
| (8,036,059 | ) | |
| (13,485,877 | ) |
| TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | |
$ | 559,002 | | |
$ | 1,212,099 | |
The
Accompanying Notes are an Integral Part of These Financial Statements.
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONSOLIDATED STATEMENTS
OF OPERATIONS | |
| |
|
| | |
| |
|
| | |
Year
Ended September 30 | |
Year
Ended September 30 |
| | |
2022 | |
2021 |
| REVENUES | |
| | | |
| | |
| Revenues | |
$ | 125,517 | | |
$ | 61,194 | |
| Revenues,
Related Party | |
| 110,000 | | |
| 110,000 | |
| TOTAL
REVENUES | |
| 235,517 | | |
$ | 171,194 | |
| | |
| | | |
| | |
| COST
AND EXPENSES | |
| | | |
| | |
| Research
and Development | |
| 158,138 | | |
| 36,704 | |
| Research
and Development, Related Party | |
| 117,250 | | |
| 0 | |
| General
and Administrative | |
| 28,055 | | |
| 119,495 | |
| Consulting
and Professional Fees | |
| 221,679 | | |
| 190,765 | |
| Rent | |
| 50,000 | | |
| 25,000 | |
| Total
Costs and Expenses | |
| 575,122 | | |
| 371,964 | |
| | |
| | | |
| | |
| OPERATING
INCOME (LOSS) | |
$ | (339,605 | ) | |
$ | (200,771 | ) |
| | |
| | | |
| | |
| OTHER
INCOME & (EXPENSES) | |
| | | |
| | |
| Interest
Income | |
| 455 | | |
| 230 | |
| Interest
Expense | |
| (138,720 | ) | |
| (316,013 | ) |
| Interest
Expense attributable to Amortization of Discount | |
| (71,067 | ) | |
| (51,015 | ) |
| Penalties | |
| (300,000 | ) | |
| 0 | |
| Unrealized
Gain ( Loss) on sale of Investment Securities | |
| 31,433 | | |
| (632,094 | ) |
| Gain(Loss)
on sale of Investment Securities | |
| (1,828 | ) | |
| (524,960 | ) |
| Gain
(Loss) on derecognition of Accounts Payable | |
| 62,700 | | |
| 0 | |
| Derivative
Income (Expense) | |
| 3,340,683 | | |
| (4,264,975 | ) |
| Financing
Fees | |
| (45,500 | ) | |
| 0 | |
| Legal
Settlement | |
| 0 | | |
| (800,000 | ) |
| Gain
(Loss) on Extinguishment Convertible Debt | |
| (95,019 | ) | |
| 24,365 | |
| TOTAL
OTHER INCOME (EXPENSE) | |
| 2,783,136 | | |
| (6,564,462 | ) |
| | |
| | | |
| | |
| NET
INCOME (LOSS) | |
$ | 2,443,531 | | |
$ | (6,765,233 | ) |
| NET
INCOME (LOSS) attributable to common shareholders | |
$ | 2,227,034 | | |
$ | (6,765,233 | ) |
| | |
| | | |
| | |
| BASIC
AND FULLY DILUTED EARNINGS (LOSS) PER SHARE | |
$ | 0.7102 | | |
| (0.0000 | ) |
| WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | |
| 3,135,846 | | |
| 2,007,696 | |
The
Accompanying Notes are an Integral Part of These Financial Statements.
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
REGEN
BIOPHARMA, INC.
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY ( DEFICIT)
(audited)
Years
ended September 30, 2021 and September 30, 2022
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Series
A Preferred |
|
Series
AA Preferred |
|
Series
NC Preferred |
|
Common |
|
Series
M Preferred |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Contributed
Capital |
|
Total |
| Balance
September 30, 2020 |
|
|
|
Balance
September 30, 2020 |
|
|
254,703 |
|
|
$ |
25 |
|
|
|
34 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
|
|
1,070,544 |
|
|
$ |
107 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
8,516,821 |
|
|
$ |
(16,583,666 |
) |
|
$ |
731,711 |
|
|
$(7,334,998) |
| Shares
issued for Debt |
|
10/28/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,484 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
3,748 |
|
|
|
|
|
|
|
|
|
|
3,752 |
| Shares
Issued For Interest |
|
10/28/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,893 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1,451 |
|
|
|
|
|
|
|
0 |
|
|
1,452 |
| Shares
issued for Debt |
|
11-06-2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,005 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
3,896 |
|
|
|
|
|
|
|
|
|
|
3,900 |
| Shares
Issued For Interest |
|
11-06-2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,951 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1,553 |
|
|
|
|
|
|
|
|
|
|
1,555 |
| Shares
issued for Debt |
|
12-11-2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,556 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
7,296 |
|
|
|
|
|
|
|
|
|
|
7,300 |
| Shares
Issued For Interest |
|
12-11-2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,457 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
3,140 |
|
|
|
|
|
|
|
|
|
|
3,142 |
| Shares
issued for Debt |
|
12/16/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,200 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
429 |
|
|
|
|
|
|
|
|
|
|
429 |
| Shares
Issued For Interest |
|
12/16/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,213 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
236 |
| Shares
issued for Fees |
|
12/16/2020 |
|
Shares
issued for Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
819 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
|
|
|
159 |
| Shares
issued for Debt |
|
12/16/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,336 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
4,026 |
|
|
|
|
|
|
|
|
|
|
4,030 |
| Shares
Issued For Interest |
|
12/16/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,437 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1,698 |
|
|
|
|
|
|
|
|
|
|
1,700 |
| Shares
issued for Debt |
|
12/17/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,556 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
8,195 |
|
|
|
|
|
|
|
|
|
|
8,200 |
| Shares
Issued For Interest |
|
12/17/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,922 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1,699 |
|
|
|
|
|
|
|
|
|
|
1,700 |
| Shares
issued for Debt |
|
12/17/2020 |
|
Shares
issued for Debt |
|
|
13,334 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,999 |
|
|
|
|
|
|
|
|
|
|
13,000 |
| Shares
Issued For Interest |
|
12/17/2020 |
|
Shares
Issued For Interest |
|
|
8,252 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,045 |
|
|
|
|
|
|
|
|
|
|
8,046 |
| Shares
issued for Debt |
|
12/23/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,259 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
15,994 |
|
|
|
|
|
|
|
|
|
|
16,000 |
| Shares
Issued For Interest |
|
12/23/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,037 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
3,249 |
|
|
|
|
|
|
|
|
|
|
3,250 |
| Shares
issued for Debt |
|
12/31/2020 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,670 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5,325 |
|
|
|
|
|
|
|
|
|
|
5,330 |
| Shares
Issued For Interest |
|
12/31/2020 |
|
Shares
Issued For Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,889 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
2,327 |
|
|
|
|
|
|
|
|
|
|
2,329 |
| Additions
to Contributed Capital Quarter ended 12/31/2020 |
|
|
|
Additions
to Contributed Capital Quarter ended 12/31/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,865 |
|
|
1,865 |
| Net
Loss Quarter Ended December 31,2020 |
|
|
|
Net
Loss Quarter Ended December 31,2020 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
1,666,367 |
|
|
|
— |
|
|
1,666,367 |
| Balance
December 31, 2020 |
|
|
|
Balance
December 31, 2020 |
|
|
276,290 |
|
|
$ |
28 |
|
|
|
34 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
|
|
1,507,227 |
|
|
$ |
151 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
8,602,285 |
|
|
$ |
(14,917,299 |
) |
|
$ |
733,576 |
|
|
$(5,581,256) |
| shares
issued for debt |
|
1/28/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,267 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
5,148 |
|
|
|
|
|
|
|
|
|
|
5,154 |
| shares
issued for interest |
|
2/23/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,667 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
4,394 |
|
|
|
|
|
|
|
0 |
|
|
4,400 |
| shares
issued for debt |
|
2/24/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,620 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
29,995 |
|
|
|
|
|
|
|
|
|
|
30,000 |
| shares
issued for interest |
|
2/24/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,553 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
4,757 |
|
|
|
|
|
|
|
|
|
|
4,758 |
| shares
issued for debt |
|
03-02-2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,952 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5,255 |
|
|
|
|
|
|
|
|
|
|
5,260 |
| shares
issued for interest |
|
03-02-2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,561 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
2,489 |
|
|
|
|
|
|
|
|
|
|
2,492 |
| shares
issued for debt |
|
03-09-2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,784 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
3,353 |
|
|
|
|
|
|
|
|
|
|
3,357 |
| shares
issued for interest |
|
03-09-2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,883 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
440 |
|
|
|
|
|
|
|
|
|
|
441 |
| shares
issued for debt |
|
03-12-2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,111 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
999 |
|
|
|
|
|
|
|
|
|
|
1,000 |
| shares
issued for interest |
|
03-12-2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,889 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
5,744 |
|
|
|
|
|
|
|
|
|
|
5,750 |
| shares
issued for debt |
|
3/18/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,546 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
3,410 |
|
|
|
|
|
|
|
|
|
|
3,415 |
| shares
issued for interest |
|
3/18/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,120 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
84 |
| shares
issued for debt |
|
3/31/2021 |
|
shares
issued for debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,680 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
1,922 |
|
|
|
|
|
|
|
|
|
|
1,925 |
| shares
issued for interest |
|
3/31/2021 |
|
shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
987 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
74 |
| Additions
to Contributed Capital Quarter ended 3/31/2021 |
|
|
|
Additions
to Contributed Capital Quarter ended 3/31/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
250 |
| Net
Income for the Quarter Ended March 31,2021 |
|
|
|
Net
Income for the Quarter Ended March 31,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
442,183 |
|
|
|
— |
|
|
442,183 |
| Balance
March 31, 2021 |
|
|
|
Balance
March 31, 2021 |
|
|
276,290 |
|
|
$ |
28 |
|
|
|
34 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,956,847 |
|
|
$ |
196 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
8,670,350 |
|
|
$ |
(14,475,117 |
) |
|
$ |
733,826 |
|
|
$(5,070,713) |
| Shares
issued for Debt |
|
04-12-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,143 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
3,105 |
|
|
|
|
|
|
|
|
|
|
3,111 |
| Shares
issued for interest |
|
04-12-2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
523 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
|
0 |
|
|
49 |
| Preferred
Shares issued for Services |
|
4/13/2021 |
|
Preferred
Shares issued for Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
1 |
| Shares
issued for Debt |
|
4/13/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,593 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
18,998 |
|
|
|
|
|
|
|
|
|
|
19,000 |
| Shares
issued for interest |
|
4/13/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,385 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
4,736 |
|
|
|
|
|
|
|
|
|
|
4,736 |
| Shares
issued for Debt |
|
4/13/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,002 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
3,506 |
|
|
|
|
|
|
|
|
|
|
3,510 |
| Shares
issued for interest |
|
4/13/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,756 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
1,506 |
|
|
|
|
|
|
|
|
|
|
1,508 |
| Shares
issued for Debt |
|
4/15/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,028 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
6,333 |
|
|
|
|
|
|
|
|
|
|
6,340 |
| Shares
issued for interest |
|
4/15/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,606 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
3,176 |
|
|
|
|
|
|
|
|
|
|
3,179 |
| Shares
issued for Debt |
|
4/15/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,430 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
2,285 |
|
|
|
|
|
|
|
|
|
|
2,288 |
| Shares
issued for interest |
|
4/15/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,558 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
679 |
|
|
|
|
|
|
|
|
|
|
680 |
| Shares
issued for Debt |
|
4/15/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,967 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
4,232 |
|
|
|
|
|
|
|
|
|
|
4,238 |
| Shares
issued for interest |
|
4/15/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
241 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
17 |
| Shares
issued for Debt |
|
4/16/2021` |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,171 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
46,996 |
|
|
|
|
|
|
|
|
|
|
47,000 |
| Shares
issued for interest |
|
4/16/2021` |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,999 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
8,188 |
|
|
|
|
|
|
|
|
|
|
8,189 |
| Shares
issued for Debt |
|
4/21/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,282 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
7,647 |
|
|
|
|
|
|
|
|
|
|
7,655 |
| Shares
issued for interest |
|
4/21/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,927 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
2,262 |
|
|
|
|
|
|
|
|
|
|
2,264 |
| Shares
issued for Debt |
|
4/28/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,297 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
21,998 |
|
|
|
|
|
|
|
|
|
|
22,000 |
| Shares
issued for interest |
|
4/28/2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,893 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
3,905 |
|
|
|
|
|
|
|
|
|
|
3,905 |
| Shares
issued for Debt |
|
05-03-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,529 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1,415 |
|
|
|
|
|
|
|
|
|
|
1,416 |
| Shares
issued for interest |
|
05-03-2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,480 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
728 |
|
|
|
|
|
|
|
|
|
|
729 |
| Shares
issued for Debt |
|
05-05-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,181 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1,186 |
|
|
|
|
|
|
|
|
|
|
1,187 |
| Shares
issued for interest |
|
05-05-2021 |
|
Shares
issued for interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,321 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
615 |
|
|
|
|
|
|
|
|
|
|
616 |
| Shares
issued for Debt |
|
5/18/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,515 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
2,024 |
|
|
|
|
|
|
|
|
|
|
2,026 |
| Contributed
Capital Quarter Ended June 30, 2021 |
|
|
|
Contributed
Capital Quarter Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500 |
|
|
2,500 |
| Net
Loss for the Quarter Ended June 30,2021 |
|
|
|
Net
Loss for the Quarter Ended June 30,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(7,489,115 |
) |
|
|
— |
|
|
(7,489,115) |
| Balance
June 30, 2021 |
|
|
|
Balance
June 30, 2021 |
|
|
276,290 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
0 |
|
|
|
2,520,675 |
|
|
$ |
252 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
8,815,938 |
|
|
$ |
(21,964,232 |
) |
|
$ |
736,326 |
|
|
$(12,411,685) |
| Shares
issued for Debt |
|
7/16/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,333 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
|
|
|
|
|
|
|
500 |
| Shares
issued for Interest |
|
7/16/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128,959 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
19,331 |
|
|
|
|
|
|
|
|
|
|
19,344 |
| Shares
issued for Debt |
|
7/22/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,667 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
9,993 |
|
|
|
|
|
|
|
|
|
|
10,000 |
| Shares
issued for Interest |
|
7/22/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,667 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
9,993 |
|
|
|
|
|
|
|
|
|
|
10,000 |
| Shares
issued for Debt |
|
08-02-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,667 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
9,993 |
|
|
|
|
|
|
|
|
|
|
10,000 |
| Shares
issued for Debt |
|
09-10-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
933 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
35,000 |
|
|
|
|
|
|
|
|
|
|
35,000 |
| Shares
issued for Interest |
|
09-10-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
346 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
12,993 |
|
|
|
|
|
|
|
|
|
|
12,993 |
| Shares
issued for Debt |
|
9/30/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,667 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
4,195 |
|
|
|
|
|
|
|
|
|
|
4,200 |
| Shares
issued for Debt |
|
9/30/2021 |
|
Shares
issued for Debt |
|
|
2,667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
|
9/30/2021 |
|
Shares
issued for Interest |
|
|
1,327 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,876 |
|
|
|
|
|
|
|
|
|
|
24,876 |
| Shares
issued for Debt |
|
9/30/2021 |
|
Shares
issued for Debt |
|
|
2,667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
|
9/30/2021 |
|
Shares
issued for Interest |
|
|
1,322 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,780 |
|
|
|
|
|
|
|
|
|
|
24,780 |
| Shares
issued for Debt |
|
9/30/2021 |
|
Shares
issued for Debt |
|
|
2,667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
40,000 |
| Shares
issued for Interest |
|
9/30/2021 |
|
Shares
issued for Interest |
|
|
1,252 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,783 |
|
|
|
|
|
|
|
|
|
|
18,783 |
| Net
Loss for the Quarter Ended September 30,2021 |
|
|
|
Net
Loss for the Quarter Ended September 30,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(1,384,668 |
) |
|
|
— |
|
|
(1,384,668) |
| Balance
September 30, 2021 |
|
|
|
Balance
September 30, 2021 |
|
|
288,190 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
0 |
|
|
|
2,900,914 |
|
|
$ |
290 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
9,126,378 |
|
|
$ |
(23,348,900 |
) |
|
$ |
736,326 |
|
|
$(13,485,877) |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
99,999 |
|
|
|
|
|
|
|
|
|
|
100,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,777 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
26,662 |
|
|
|
|
|
|
|
0 |
|
|
26,662 |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,667 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
99,999 |
|
|
|
|
|
|
|
|
|
|
100,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,589 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
38,837 |
|
|
|
|
|
|
|
0 |
|
|
38,837 |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,015 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,574 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
19,603 |
|
|
|
|
|
|
|
|
|
|
19,603 |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,336 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
49,999 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,840 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
18,575 |
|
|
|
|
|
|
|
|
|
|
18,575 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,504 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
74,998 |
|
|
|
|
|
|
|
|
|
|
75,000 |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,631 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
32,074 |
|
|
|
|
|
|
|
|
|
|
32,075 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,168 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
24,999 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,141 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
10,356 |
|
|
|
|
|
|
|
|
|
|
10,356 |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
8,883 |
|
|
|
|
|
|
|
|
|
|
8,883 |
| Shares
issued for Debt |
|
10-01-2021 |
|
Shares
issued for Debt |
|
|
2,667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
|
10-01-2021 |
|
Shares
issued for Interest |
|
|
1,246 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,369 |
|
|
|
|
|
|
|
|
|
|
23,369 |
| Shares
issued for Debt |
|
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,838 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
99,999 |
|
|
|
|
|
|
|
|
|
|
100,000 |
| Shares
issued for Interest |
|
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,722 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
39,808 |
|
|
|
|
|
|
|
|
|
|
39,808 |
| Shares
issued for Debt |
|
10/29/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,614 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
39,999 |
|
|
|
|
|
|
|
|
|
|
40,000 |
| Shares
issued for Interest |
|
10/29/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,992 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
14,192 |
|
|
|
|
|
|
|
|
|
|
14,192 |
| Shares
issued for Debt |
|
11-04-2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,167 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
50,000 |
| Shares
issued for Interest |
|
11-04-2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,584 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
19,012 |
|
|
|
|
|
|
|
|
|
|
19,012 |
| Shares
issued for Debt |
|
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,318 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
10,959 |
|
|
|
|
|
|
|
|
|
|
10,964 |
| Shares
issued for Debt |
|
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
|
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
11,527 |
|
|
|
|
|
|
|
|
|
|
11,527 |
| Shares
issued for Debt |
|
11/24/2021 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,600 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
60,000 |
|
|
|
|
|
|
|
|
|
|
60,000 |
| Shares
issued for Interest |
|
11/24/2021 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
678 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
25,440 |
|
|
|
|
|
|
|
|
|
|
25,440 |
| Shares
issued for Debt |
|
12-10-2021 |
|
Shares
issued for Debt |
|
|
667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
|
|
|
|
|
|
|
25,000 |
| Shares
issued for Interest |
|
12-10-2021 |
|
Shares
issued for Interest |
|
|
283 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,625 |
|
|
|
|
|
|
|
|
|
|
10,625 |
| Net
Loss for the Quarter Ended December 31,2021 |
|
|
|
Net
Loss for the Quarter Ended December 31,2021 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
2,644,980 |
|
|
|
— |
|
|
2,644,980 |
| Balance
December 31,2021 |
|
|
|
Balance
December 31,2021 |
|
|
293,053 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
0 |
|
|
|
3,043,213 |
|
|
$ |
304 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
10,211,291 |
|
|
$ |
(20,703,920 |
) |
|
$ |
736,326 |
|
|
$(9,755,969) |
| Shares
issued for Debt |
|
3/28/2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,861 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
48,419 |
|
|
|
|
|
|
|
|
|
|
48,420 |
| Shares
issued for Interest |
|
3/28/2022 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,806 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
39,708 |
|
|
|
|
|
|
|
|
|
|
39,708 |
| Net
Loss for the Quarter Ended March 31, 2022 |
|
|
|
Net
Loss for the Quarter Ended March 31, 2022 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(67,081,589 |
) |
|
|
— |
|
|
(67,081,589) |
| Balance
March 31, 2022 |
|
|
|
Balance
March 31, 2022 |
|
|
293,053 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
— |
|
|
|
3,053,879 |
|
|
$ |
305 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
10,299,418 |
|
|
$ |
(87,785,509 |
) |
|
$ |
736,326 |
|
|
$(76,749,430) |
| Shares
issued for Debt |
|
04-05-2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,461 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
218,614 |
|
|
|
|
|
|
|
|
|
|
218,617 |
| Shares
issued for Interest |
|
04-05-2022 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
206 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
1,701 |
|
|
|
|
|
|
|
|
|
|
1,701 |
| Shares
issued for Debt |
|
04-08-2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,485 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
550,154 |
|
|
|
|
|
|
|
|
|
|
550,161 |
| Shares
issued for Interest |
|
04-08-2022 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
181 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
|
|
|
|
|
|
|
1,500 |
| Shares
issued for Debt |
|
5/16/2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,667 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
334,793 |
|
|
|
|
|
|
|
|
|
|
334,800 |
| Shares
issued for Debt |
|
06-08-2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,667 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
334,793 |
|
|
|
|
|
|
|
|
|
|
334,800 |
| Net
Income for the Quarter Ended June 30, 2022 |
|
|
|
Net
Income for the Quarter Ended June 30, 2022 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
66,958,167 |
|
|
|
— |
|
|
66,958,167 |
| Balance
June 30, 2022 |
|
|
|
Balance
June 30, 2022 |
|
|
293,053 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
— |
|
|
|
3,280,543 |
|
|
$ |
328 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
11,740,975 |
|
|
$ |
(20,827,342 |
) |
|
$ |
736,326 |
|
|
$(8,349,684) |
| Shares
issued for Debt |
|
7/15/2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,701 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
132,647 |
|
|
|
|
|
|
|
|
|
|
132,650 |
| Shares
issued for Interest |
|
7/15/2022 |
|
Shares
issued for Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,632 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
32,949 |
|
|
|
|
|
|
|
|
|
|
32,950 |
| Shares
issued for Debt |
|
7/20/2022 |
|
Shares
issued for Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,343 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
180,548 |
|
|
|
|
|
|
|
|
|
|
180,552 |
| Shares
issued for Expenses |
|
08-04-2022 |
|
Shares
issued for Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,667 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
45,500 |
|
|
|
|
|
|
|
|
|
|
45,500 |
| Net
Loss for the Quarter Ended September 30, 2022 |
|
|
|
Net
Loss for the Quarter Ended September 30, 2022 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(78,027 |
) |
|
|
— |
|
|
(78,027) |
| Balance
September 30, 2022 |
|
|
|
Balance
September 30, 2022 |
|
|
293,053 |
|
|
$ |
28 |
|
|
|
34 |
|
|
$ |
0 |
|
|
|
7 |
|
|
$ |
— |
|
|
|
3,354,886 |
|
|
$ |
335 |
|
|
|
29,338 |
|
|
$ |
3 |
|
|
$ |
12,132,620 |
|
|
$ |
(20,905,369 |
) |
|
$ |
736,326 |
|
|
$(8,036,059) |
The
Accompanying Notes are an Integral Part of These Financial Statements.
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.
| | |
| | | |
| | |
| REGEN
BIOPHARMA , INC. | |
| |
|
| CONSOLIDATED STATEMENTS
OF CASH FLOWS | |
| |
|
| | |
| |
|
| | |
Year
Ended | |
Year
Ended |
| | |
September
30, 2022 | |
September
30, 2021 |
| CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net
Income (loss) | |
$ | 2,443,531 | | |
$ | (6,765,233 | ) |
| Adjustments
to reconcile net Income to net cash | |
| | | |
| | |
| Common
Stock issued for Expenses | |
| 45,500 | | |
| 159 | |
| Preferred
Stock issued as compensation | |
| 0 | | |
| 1 | |
| Increase
(Decrease) in Interest expense attributable to amortization of Discount | |
| 71,067 | | |
| 51,015 | |
| Increase
(Decrease) in Accounts Payable | |
| (62,705 | ) | |
| (18,988 | ) |
| (Increase)
Decrease in Accounts Receivable | |
| (41,082 | ) | |
| (109,999 | ) |
| Increase
(Decrease) in accrued Expenses | |
| 109,747 | | |
| 369,825 | |
| (Increase)
Decrease in Prepaid Expenses | |
| 17,199 | | |
| (48,146 | ) |
| Increase(Decrease)
in Contributed Capital | |
| 0 | | |
| 4,615 | |
| Increase
( Decrease) in Derivative Expense | |
| (3,340,683 | ) | |
| 4,264,974 | |
| Increase
( Decrease) in Unearned Income | |
| (125,517 | ) | |
| 1,843,806 | |
| Increase
( Decrease) in Penalties | |
| 300,000 | | |
| | |
| (Increase(
Decrease in Notes Receivable | |
| 5,396 | | |
| (5,396 | ) |
| (Increase(
Decrease in Accrued Interest Receivable | |
| 230 | | |
| (230 | ) |
| Securities
accepted as compensation | |
| 0 | | |
| (1,850,000 | ) |
| Gain(
Loss) on forgiveness of Debt | |
| | | |
| (24,364 | ) |
| Increase
(Decrease) in Loss on Sale of Investment Securities | |
| 1,828 | | |
| 524,930 | |
| Unrealized
Loss(Gain) on Investment Securities | |
| (31,433 | ) | |
| 632,094 | |
| Net
Cash Provided by (Used in) Operating | |
| | | |
| | |
| Net
Cash Provided by (Used in) Operating | |
$ | (606,921 | ) | |
$ | (1,130,938 | ) |
| CASH
FLOWS FROM INVESTMENT ACTIVITIES | |
| | | |
| | |
| Increase(Decrease)
in Sale of Investment Securities | |
| 25,000 | | |
| 495,000 | |
| Net
Cash Provided By Investment Activities | |
| 25,000 | | |
| 495,000 | |
| | |
| | | |
| | |
| CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| (Decrease)
in Notes Payable | |
| 499 | | |
| 1,363,100 | |
| Increase
(Decrease) in Convertible Notes Payable | |
| (94,535 | ) | |
| | |
| Net
Cash Provided by (Used in) Financing Activities | |
| (94,036 | ) | |
| 1,363,100 | |
| Net
Increase (Decrease) in Cash | |
$ | (675,957 | ) | |
$ | 727,162 | |
| Cash
at Beginning of Period | |
$ | 727,162 | | |
$ | — | |
| Cash
at End of Period | |
$ | 51,204 | | |
$ | 727,162 | |
| Supplemental
Disclosure of Noncash investing and financing activities: | |
| | | |
| | |
| Common
shares Issued for Debt | |
$ | 2,510,964 | | |
$ | 278,423 | |
| Preferred
Shares Issued for Debt | |
$ | 75,000 | | |
$ | 153,000 | |
| Cash
Paid for Interest | |
$ | 27,473 | | |
$ | — | |
| Common
shares Issued for Interest | |
$ | 342,329 | | |
$ | 101,929 | |
| Preferred
Shares issued for Interest | |
$ | 33,994 | | |
$ | 76,485 | |
The
Accompanying Notes are an Integral Part of These Financial Statements.
All
stock amounts have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023
REGEN
BIOPHARMA, INC.
Consolidated
Financial Statements
As
of September 30, 2022
These
Notes have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March
6, 2023
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.
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 Scholes 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, 2022 utilized the following inputs:
| Schedule
of Derivative Liability | |
| | |
| Risk
Free Interest Rate | |
| 3.89 | % |
| Expected
Term | |
| (0.30)
– (2.33) Yrs | |
| Expected
Volatility | |
| 868.81 | % |
| Expected
Dividends | |
| | |
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, 2021 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 years ended September 30,2021
and September 30, 2022.
K. NOTES
RECEIVABLE
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.
As
of the fiscal year ending September 30, 2019 the Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with
Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition,
and most industry-specific guidance throughout the Industry Topics of the Codification.
The
core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve
that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the
performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance
obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
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.
In
January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends
the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect
the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements
for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred
tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and
interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect
adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is
not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from
instrument-specific credit risk in other comprehensive income. The Company adopted ASU 2016-01 as of the fiscal year ending September
30, 2019.
In
August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06"),
as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or
improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes
from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component,
unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium.
As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and
will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method
when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current
accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning
after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the
fiscal year. The Company has adopted ASU 2020-06 as of the Fiscal Year ending September 30, 2022.
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 $20,905,369 during the period from April 24, 2012 (inception) through September 30, 2022. 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.
NOTE
4. NOTES PAYABLE
(a) RELATED
PARTY
| Notes
Payable Related Party | |
| | |
| | |
As
of September 30, 2022 |
| David
Koos | |
$ | 710 | |
| Total: | |
$ | 710 | |
$710 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.
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 $150 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
As
of September 30, 2022 $100,000 of the principal amount of the Note remains outstanding.
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 $150 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 $150 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 $150 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
As
of September 30 , 2022 $50,000 of the principal amount of the Note remains outstanding.
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 $18.75 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.
.
As of September 30, 2022 $50,000 of the principal amount of the Note remains outstanding.
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 $18.75 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.
As
of September 30, 2022 $50,000 of the principal amount of the Note remains outstanding.
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 sha
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 $50,000 of the principal amount of the Note remains outstanding.
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) $18.75 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
$75 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, 2022 $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 $184,615 was recognized by
the Company as of September 30, 2022.
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) $18.75
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
$75 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 ,2022 $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 $184,615 was recognized by
the Company as of September 30, 2022.
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) $18.75
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
$75 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 , 2022 $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 $184,615 was recognized by
the Company as of September 30,2022.
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) $37.50 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
$75 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, 2022 $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 $738,462 was recognized by
the Company as of September 30, 2022.
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) $37.5 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
$37.5 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, 2022 $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 $553,846 was recognized by
the Company as of September 30 2022.
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) $18.75 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
$37.5 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, 2022 $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 $184,615 was recognized by
the Company as of September 30, 2022.
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) $37.50 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
$37.50 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, 2022, $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 $184,615 was recognized by
the Company as of September 30, 2022.
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) $37.50 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
$37.50 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, 2022 $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 $369,231 was recognized by
the Company as of September 30, 2022.
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) $37.50 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
$37.50 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, 2022 $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 $92,308 was recognized by
the Company as of September 30 2022.
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) $37.50 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
$37.50 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 2022 $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 $82,308 was recognized by
the Company as of September 30, 2022.
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) $37.50 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
$37.50 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, 2022 $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 $369,231 was recognized by
the Company as of September 30, 2022.
On
February 28, 2018 (“Issue date”) the Company issued a two Convertible Notes (“Notes”) in the aggregate 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 Notes is February 28, 2021. The Notes 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) $37.50 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 these Notes, 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
Notes in part or in full, including outstanding principal and accrued interest.
In
the event that that the Company exercises its right to prepay the notes, or if the Lender chooses not to convert the remaining amount
of the notes 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 Notes into Common shares of the Company. The warrants shall have a strike price
of $37.50 per share.
The
warrants shall be exercisable:
In
the event that the Company exercises its right to Prepay the Notes on or prior to the close of business on the three (3) month anniversary
of the date that the Notes 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 Notes, or prior to the close of business on the three (3) month anniversary of the Maturity Date of the Notes
As
of September 30, 2022 $100,000 of the principal amount of the Notes remains outstanding.
The
Company analyzed the conversion feature of the Notes 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 $369,231 was recognized by
the Company as of September 30, 2022.
On July 11, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $11,500 to an entity controlled by
the Company’s then Chief Financial Officer for consideration consisting of $11,500 cash. The Note pays simple interest in the amount
of 10% per annum. The maturity of the Note is May 4, 2021. 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) $15 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
$15 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, 2022 $11,500 of the principal amount of the Note remains outstanding.
The
Company analyzed the conversion feature of the Notes 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 $42,461 was recognized by
the Company as of September 30, 2022.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000
(“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A onetime
interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months
from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion
Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part,
of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum
with the rescinded conversion shares returned to Regen.
As
of September 30, 2022, 10,000 of the principal amount of the Note remains outstanding.
Zander
and Regen are under common control. Zander Therapeutics, Inc. is the sole licensee of Regen’s NR2F6 intellectual property for veterinary
applications.
On
July 19, 2019 the Company issued a convertible promissory note in the face amount of $100,000 (“Note”) for consideration
consisting of:
$95,000
cash
the
payment of $5,000 of legal fees.
The
Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2020. The Note may be converted into the
common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% 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
proceeds from the issuance of the Note are to be allocated as follows:
$30,592
will be utilized to retire the outstanding balance of a $75,000 note issued by the Company on August 15, 2018 to One44 capital, LLC and
$22,877 will be allocated to the Company’s accountants and auditors to bring the Company current with regards to the Company’s
quarterly reporting requirements under the Securities and Exchange Act of 1934.
The
Note may be prepaid with the following penalties:
| Time
Period |
|
Payment
Premium |
| <=60
days after note issuance |
|
125%
of the sum of principal plus accrued interest |
| >60
days <= 120 days after note issuance |
|
135%
of the sum of principal plus accrued interest |
| >120
days <=180 days after note issuance |
|
140%
of the sum• of principal plus accrued• interest |
This
Note may not be prepaid after the 180th day.
As
of September 30, 2022 $1,000 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 $1639 was recognized by the
Company as of September 30, 2022.
NOTE
6. RELATED PARTY TRANSACTIONS
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 under common control with the Company.
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 15th, 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.
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
December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics,
Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc.,
Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to
the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement
with respect thereto.
On
December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc.
(“Regen”) entered into an agreement (“Agreement”) whereby:
1)
Zander shall return for cancellation 194,285,714 shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired
by Zander through conversion of $340,000 of principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander.
Subsequent to this event the principal amount due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which shall be
applied pursuant to the Agreement.
2)
A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement.
3)
$75,900 of principal indebtedness due to Regen by Zander and $4,328 of accrued but unpaid interest due by Regen to Zander shall be applied
pursuant to the Agreement.
No
actions were taken by any of the parties to enforce the terms of the Agreement.
On
April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be:
a) Zander
shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not
reflect such return
b) As
of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued
by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between
Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and
license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic
use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on
December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement
and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto.
Zander
and Regen are under common control.
On
September 30, 2018 Regen Biopharma, Inc. (“Regen”) issued a convertible promissory note in the principal amount of $350,000
(“Note”) to Zander Therapeutics, Inc. (“Zander”). Consideration for the Note consisted of $350,000. A onetime
interest charge of 10% of the principal amount shall be applied to the principal amount of the Note. The Note is due and payable 24 months
from the effective date.
Zander
has the right, at any time after the September 30, 2018, at its election, to convert all or part of the outstanding and unpaid Principal
Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Series A Preferred stock of Regen
as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion
Price. The Conversion Price is the greater of $0.0001 or 60% of the lowest trade price in the 25 trading days previous to the conversion.
Zander, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part,
of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum
with the rescinded conversion shares returned to Regen.
As
of September 30, 2021, $10,000 of the principal amount of the Note remains outstanding.
On
October 8,2021 the Company entered into an agreement with Dr. Brian Koos, MD PhD whereby Dr. Brian Koos would provide services to the
Company consisting of :
a) Reviewing
existing publications on research being conducted on Checkpoint NR2F6.
b) Identifying
the most promising applications for the Company’s technology
c) Drafting
a “white paper” on results for 1(b)
d) Making
introductions to known experts in appropriate fields identified in 1(b).
Dr.
Brian Koos is to be paid compensated $117,000 as total consideration for performing the abovementioned tasks. During the quarter ended
December 31, 2021 Dr. Brian Koos was paid the amount of $80,275 and during the quarter ended March 31, 2022 Dr. Brian Koos was paid $36,975.
Dr. Brian Koos is the brother of David Koos the Chairman and Chief Executive Officer of the Company.
As
of September 30, 2022 the Company is indebted to David R. Koos the Company’s sole officer and director in the amount of $710. $710
lent to the Company by Koos is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum.
During
the quarter ended December 31, 2021 the Company paid $5,000 of rental expenses to the landlord of BST Partners as consideration to BST
Partners for use of office space. BST Partners is controlled by David R. Koos the Chairman and Chief Executive Officer of the Company.
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma,
Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis
for $5,000 per month beginning January 14, 2022.
BST
Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
On August 8, 2022
the Company sold 18,200 common shares of Oncology Pharma, Inc. to Zander Therapeutics, Inc. for consideration consisting of $25,000 cash.
NOTE
7. ACCOUNTS RECEIVABLE, RELATED PARTY
Accounts
Receivable due from Related Party as of September 30, 2022 consists solely of amounts earned by the Company not yet paid resulting from
the Company’s license agreement with KCL Therapeutics (See Note 6).
NOTE
8. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of capital stock as of September 30 2022:
Common
stock, $ 0.0001 par value; 5,800,000,000 shares authorized: 3,354,866 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: 34 shares issued
and outstanding as of September 30, 2022, 540,000,000 is designated Series A Preferred Stock of which 293,053 shares are outstanding
as of September 30, 2022, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of September 30,
2022, and 20,000 is designated Series NC stock of which 7 shares are outstanding as of September 30, 2022. .
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 seven ( 7).
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 540,000,000 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 60,000,000 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.
On
March 26, 2021 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 Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).
The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter
submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes
which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.
The
holders of Series NC 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 NC Preferred Stock shall receive,
out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
NOTE
9. INVESTMENT SECURITIES, RELATED PARY
On
June 11, 2018 Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics, Inc.
On
November 29, 2018 the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of
prepaid rent and accrued interest owed to the Company collectively amounting to $13,124.
On
September 30,2022 the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series M Preferred
stock of Zander Therapeutics, Inc. based on the following inputs:
| Dividend
Income | |
| | |
| Fair
Value of Intellectual Property | |
$ | 1,500 | |
| Prepaid
Expenses | |
| 65,661 | |
| Due
from Employee | |
| 1,071 | |
| Note
Receivable | |
| 64,400 | |
| Accrued
Interest Receivable | |
| 23,989 | |
| Investment
Securities | |
| 8,423,366 | |
| Convertible
Note Receivable | |
| 10,000 | |
| Accounts
Payable | |
| 1,269,041 | |
| Notes
Payable | |
| 400,000 | |
| Accrued
Expenses Related Parties | |
| 162,011 | |
| Notes
Payable Related Party | |
| 5396 | |
| Accrued
Expenses | |
| 203,037 | |
| Enterprise
Value | |
| 10,563,930 | |
| Less:
Total Debt | |
| (2,038,343 | ) |
| Portion
of Enterprise Value Attributable to Shareholders | |
| 8,525,587 | |
| Fair
Value Per Share | |
$ | 0.186168 | |
The
abovementioned constitute the Company’s sole related party investment securities as of September 30, 2022.
As
of September 30, 2022:
470,588
Common Shares of Zander Therapeutics, Inc.
| Comprehensive
Income |
|
|
|
|
|
|
| Basis |
|
Fair
Value |
|
Total
Unrealized Gains |
|
Net
Unrealized Gain or (Loss) realized during the quarter ended September 30,2022 |
| $ |
5,741 |
|
|
$ |
87,608 |
|
|
$ |
81,867 |
|
|
$ |
0 |
|
725,000
Series M Preferred of Zander Therapeutics, Inc.
| Basis |
|
Fair
Value |
|
Total
Unrealized Gain |
|
Net
Unrealized Gain or (Loss) realized during the quarter ended September 30, 2022 |
| $ |
13,124 |
|
|
$ |
134971 |
|
|
$ |
121,847 |
|
|
$ |
01 |
|
NOTE
10. INVESTMENT SECURITIES
During
the quarter ended June 30, 2021 the Company was paid 50,000 common shares of Oncology Pharma, Inc. pursuant to an agreement entered into
by and between KCL Therapeutics, Inc. ( a wholly owned subsidiary of the Company) and Oncology Pharma, Inc. whereby Oncology Pharma,
Inc. was granted a license for the development and commercialization of certain intellectual property (“License IP”) for
the treatment in humans of colon cancer for a term of fifteen years from April 7, 2021.
During
the quarter ended June 30, 2021 13,700 of the aforementioned common shares were sold to an unrelated party for $300,000 cash.
During
the quarter ended September 30, 2021 18,000 of the aforementioned common shares were sold to an unrelated party for $195,000 cash.
During
the quarter ended September 30, 2022 18,300 of the aforementioned common shares were sold to Zander Therapeutics, Inc. ( company under
common control with Regen) for consideration consisting of $25,000 cash.
NOTE
11. INCOME TAXES
As
of September 30, 2022
| Deferred
tax assets | |
| | |
| Deferred
tax assets: | |
|
| Net
operating tax carry forwards | |
$ | 4,390,127 | |
| Other | |
| (0 | ) |
| Gross
deferred tax assets | |
| 4,390,127 | |
| Valuation
allowance | |
| (4,390,127 | ) |
| Net
deferred tax assets | |
$ | (0 | ) |
As
of September 30 2021 the Company has a Deferred Tax Asset of $4,390,127 completely attributable to net operating loss carry forwards
of approximately $20,905,369. The amount and availability of any net operating loss carryforward will be subject to the limitations
set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period;
whether there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss
carryforward.
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.
A
corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent
shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent
shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time
during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at
any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in
a single offering or exchange transaction) who are not individually 5-percent shareholders.
As
the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that
such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a
valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to
0.
NOTE
11. STOCK TRANSACTIONS
On
October 1, 2021 the Company issued 67,812 common shares in satisfaction of $425,000 of convertible indebtedness and $154,991 of
accrued interest on convertible indebtedness.
On
October 1, 2021 the Company issued 3914 shares of Series A Preferred stock in satisfaction of $50,000 of convertible indebtedness
and $23,369 of accrued interest on convertible indebtedness.
On
October 29, 2021 the Company issued 17,165 common shares in satisfaction of $140,000 of convertible indebtedness and $54,000 of
accrued interest on convertible indebtedness.
On
November 4 , 2021 the Company issued 5,751 common shares in satisfaction of $50,000 of convertible indebtedness and $69,012 of
accrued interest on convertible indebtedness.
On
November 24, 2021 the Company issued 51,570 common shares in satisfaction of $95,964 of convertible indebtedness and $36,967 of
accrued interest on convertible indebtedness.
On
December 10 2021 the Company issued 950 shares of Series A Preferred stock in satisfaction of $25,000 of convertible indebtedness
and $10,625 of accrued interest on convertible indebtedness.
On March
28, 2022 the Company issued 10,667 common shares in satisfaction of $48,420 of convertible indebtedness and $39,708 of
accrued interest on convertible indebtedness.
On
April 5, 2022 the Company issued 26,667 common shares in satisfaction of $218,617 of convertible indebtedness and $1,701 of
accrued interest on convertible indebtedness.
On
April 8, 2022 the Company issued 66,666 common shares in satisfaction of $550,161 of convertible indebtedness and $1,500 of
accrued interest on convertible indebtedness.
On
May 16, 2022 the Company issued 66,667 common shares in satisfaction of $334,800 of convertible indebtedness.
On
June 8, 2022 the Company issued 66,667 common shares in satisfaction of $334,800 of convertible indebtedness.
On
July 15 2022 the Company issued 33,333 common shares in satisfaction of $132,650 of convertible indebtedness and $32,950 of
accrued interest on convertible indebtedness.
On
July 20, 2022 the Company issued 36,343 common shares in satisfaction of $180,552 of convertible indebtedness.
On
August 4, 2022 the Company issued 4,667 common shares pursuant to contractual obligations imposed by a previously issued convertible
note which has now been fully converted.
NOTE
12. SUBSEQUENT EVENTS
On October
25, 2022 the Company issued 6,667 shares of its Series A Preferred Stock as consideration for social media services to be rendered.