UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 30, 2015
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
Commission
File Number: 0-32201
| |
|
| Delaware |
33-0824714 |
(State
or Other Jurisdiction of
Incorporation) |
(IRS
Employer Identification
Number) |
4700
Spring Street, St 304
La
Mesa California, 91942
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code: (619)
702-1404
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01 Other Events
On
October 30, 2015 Thomas Ichim resigned from his position as Chief Scientific Officer, Director of Research and member of the Board
of Directors of Regen Biopharma, Inc. ( “Regen”) due to health reasons.
On
October 30, 2015 Dr. Harry M. Lander, Ph.D., M.B.A., age 50, was appointed to the position of Chief Scientific Officer of Regen
effective October 30, 2015.
Dr.
Lander received an MBA in Finance from The New York University Stern School of Business in New York City in 1991 and a Ph.D. in
Biochemistry from the Cornell University Graduate School of Medical Sciences. Dr. Lander has also earned a Bachelor of Science
in Biochemistry and a Bachelor of Science in Chemistry from State University of New York at Stony Brook. Prior to accepting the
office of President at Regen, Dr. Lander served as Research Chief-Administration at Sidra Medical and Research Center, a new women’s
and children’s hospital (expected to open in 2018) established to provide care to Qatari and Middle East residents based
on the North American academic medical center model. His duties at the Medical and Research Center included assisting in the development
of financial, operational , and compliance infrastructures for the Center as well as assisting in developing the Center’s
scientific strategy through a 5 year strategic plan.
Five
year Employment History
Company
Name Position Employment Dates
Sidra
Medical and Research Center, Doha, Qatar Research Chief 2013--2015
Weill
Cornell Medical College, New York, NY Assistant Provost 2012-2013
Weill
Cornell Medical College, New York, NY Assistant Provost, 2009-2012
On
October 9, 2015 the Board of Directors of Regen appointed Dr. Harry M. Lander to the position of President of Regen. Dr. Lander
is party to a written employment agreement with Regen which provides for compensation to Dr. Lander for the performance of his
duties as President of Regen. Dr. Lander is not receiving any additional compensation for serving as Chief Scientific Officer
of Regen.
Regen
Biopharma, Inc. is a controlled subsidiary of Bio Matrix Scientific Group, Inc.
Item
1.01 Entry Into A Material Definitive Agreement
On
November 2, 2015 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Thomas Ichim
pursuant to the following terms and conditions.
Thomas
Ichim shall render to Regen consulting services as set forth in a Consulting Services Letter (the “Supporting Documents”)
and agrees to being referred to during the term of this Agreement under the title “Senior Research Consultant Thomas Ichim
to Regen Biopharma, Inc.”. A Consulting Services Letter shall mean a document that describes Thomas Ichim’s consulting
services and pricing for such services. In the event of a conflict between the terms contained in the Supporting Documents and
this Agreement, the terms of this Agreement shall control, unless specifically agreed upon to the contrary in the Supporting Documents.
Any and all Supporting Documents shall contain a clear and concise description of the services to be performed by the Thomas Ichim
and an estimation of the cost to Regen for such services as well as the period of time required by the Thomas Ichim to complete
such services. The Supporting Documents when executed by Thomas Ichim and Regen shall be incorporated into and made a part of
this Agreement. Regen shall be under no obligation to execute any Consulting Services Letter. No Consulting Services Letter shall
be binding upon Regen unless executed by Regen. The Term of the Agreement commences on November 2, 2015 and expires on November
2, 2016.
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.
Regen
Biopharma, Inc. is a controlled subsidiary of Bio-Matrix Scientific Group, Inc.
| Item 9.01 |
Financial
Statements and Exhibits. |
Exhibit
No. Description
Item
10.1 Consulting Agreement
Item
17.1 Resignation Letter
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
BIO
MATRIX SCIENTIFIC GROUP, INC. |
| |
|
| Dated:
November 4, 2015 |
By: /s/
David Koos |
| |
David
Koos |
| |
Chief
Executive Officer |
Exhibit
10.1
AGREEMENT
BY AND BETWEEN REGEN BIOPHARMA, INC. AND THOMAS ICHIM
Agreement
made on November 2. 2015 by and between Thomas Ichim (“Consultant”) , a natural person whose address is at 9255 Towne
Centre Drive #450 San Diego CA 91211 and Regen Biopharma, Inc. (“Company”) , a Nevada corporation whose address is
4700 Spring Street, St 304, La Mesa, California 91942. Consultant and Company may be referred to individually as “Party”
and collectively as “Parties”.
It
is agreed as follows:
1.
SCOPE OF SERVICES
Consultant
shall render the Services as set forth in a Consulting Services Letter (the “Supporting Documents”) and agrees to
being referred to during the term of this Agreement under the title “Chief Research Consultant to Regen Biopharma, Inc.”.
A Consulting Services Letter shall mean a document that describes Consultant’s consulting services and pricing for such
services. In the event of a conflict between the terms contained in the Supporting Documents and this Agreement, the terms of
this Agreement shall control, unless specifically agreed upon to the contrary in the Supporting Documents. Any and all Supporting
Documents shall contain a clear and concise description of the services to be performed by the Consultant and an estimation of
the cost to the Company for such services as well as the period of time required by the Consultant to complete such services.
The Supporting Documents when executed by Consultant and Company shall be incorporated into and made a part of this Agreement.
The Company shall be under no obligation to execute any Consulting Services Letter. No Consulting Services Letter shall be binding
upon the Company unless executed by the Company.
2.
TERM
The
Term of this Agreement shall commence on November 2, 2015 and shall expire on November 2, 2016. The term of this Agreement may
be extended by mutual agreement.
3.
INDEPENDENT CONTRACTOR
The
Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between
the Parties or constitute any Party to be the agent of the other Party for any purpose.
4.
NON DISCLOSURE
(a)
All information, whether in oral, written, graphic, electronic or other form, disclosed by the Company to the Consultant shall
be deemed to be “Proprietary Information.” In particular, Proprietary Information includes, without limitation, any
trade secrets, confidential information, ideas, inventions or research and development information; matters of a technical nature,
including technology; notes, products, know-how, engineering or other data (including test data and data files); specifications,
processes, techniques, formulae or work-in-process; manufacturing, planning or marketing procedures, clinical data and regulatory
strategies or information; accounting, financial or pricing procedures or information, budgets or projections, or personnel or
salary structure/compensation information; information regarding suppliers, clients, customers, employees, contractors, investors
or investigators of the Company, information which has been designated in writing as confidential by the Company; programs, procedures
(including operating procedures), processes, methods, guidelines, policies, proposals or contracts; computer software, data bases
or programming; and any other information which, if divulged to a third party, could have an adverse impact on the Company, or
on any third party to which it owes a confidentiality obligation. In addition, “Proprietary Information” includes
any of the foregoing relating to the past, present or future operations, organization, projects, finances, business interests,
methodology or affairs of any third party to which the Company owes a duty of confidentiality including, without limitation, the
mere fact that the Company is or may be working with or for any client.
| (b) | The
obligations of confidentiality shall not apply to any Proprietary Information that was
known by the Consultant at the time of disclosure to it by such Company, or that is independently
developed or discovered by the Consultant after disclosure by such Company, without the
aid, application or use of any item of such Company’s Proprietary Information,
as evidenced by written records; now, or subsequently becomes, through no act or failure
to act on the part of the Consultant, generally known or available; is disclosed to the
Consultant by a third party authorized to disclose it; or is required by law or by court
or administrative order to be disclosed; provided, that the Consultant shall have first
given prompt notice to such Company of such required disclosure. |
| (c) | Consultant
shall exercise due care to prevent the unauthorized use or disclosure of the Company’s
Proprietary Information, and shall not, without the Company’s prior written consent,
disclose or otherwise make available, directly or indirectly, any item of the Company’s
Proprietary Information to any person or entity other than those employees, independent
contractors or agents of the Consultant (collectively, “Representatives”),
to the extent such Representatives reasonably need to know the same in order to evaluate
such Proprietary Information, to participate in the business relationship between the
parties, or to make decisions or render advice in connection therewith. Consultant shall
advise its Representatives who have access to the Company’s Proprietary Information
of the confidential and proprietary nature thereof, and agrees that such Representatives
shall be bound by terms of confidentiality and restrictions on use with respect thereto
that are at least as restrictive as the terms of this Agreement. |
| (d) | Consultant
shall exercise due care to prevent the unauthorized use or disclosure of the Company’s
Proprietary Information, and shall not, without the Company’s prior written consent,
disclose or otherwise make available, directly or indirectly, any item of the Company’s
Proprietary Information to any person or entity other than those employees, independent
contractors or agents of the Consultant (collectively, “Representatives”),
to the extent such Representatives reasonably need to know the same in order to participate
in any business relationship between the parties, or to make decisions or render advice
in connection therewith. Consultant shall advise its Representatives who have access
to the Company’s Proprietary Information of the confidential and proprietary nature
thereof, and agrees that such Representatives shall be bound by terms of confidentiality
and restrictions on use with respect thereto that are at least as restrictive as the
terms of this Agreement. |
| (e) | Consultant
shall use the Company’s Proprietary Information solely for the purposes of performing
his duties pursuant to this Agreement and shall not make any other use of the Company’s
Proprietary Information without the Company’s specific written authorization. |
| (f) | All
Proprietary Information of the Company (including all copies thereof) shall be and at
all times remain the property of such Company, and all non-oral Proprietary Information
of the Company which is then in the Consultant’s possession or control shall be
destroyed or returned to the Company promptly upon its request at any time, and in any
event, no later than 60 days following any expiration or termination of this Agreement.
|
| (g) | Nothing
in this Agreement shall be construed, by implication or otherwise, as a grant of any
right or license to trademarks, inventions, copyrights or patents, as a grant of a license
to either Consultant to use any of the Company’s Proprietary Information except
as expressly set forth herein. |
| (h) | The
provisions of Section 4 of this Agreement shall survive until such time as all Confidential
Information disclosed hereafter becomes publically known and made generally available
through no action or inaction of Consultant. |
5.
REPRESENTATIONS AND WARRANTIES OF COMPANY
(a) Company
is a corporation duly organized, validly existing and in good standing under the laws of the state its incorporation and has the
requisite corporate power and authority to enter into and perform its obligations under this Agreement without the consent, approval
or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.
(b) The
execution, delivery and performance of this Agreement by Company does not and shall not constitute Company’s breach of any
statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of or default
under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument to
which the Company is a party, or by which Company is or may be bound.
6.
REPRESENTATIONS AND WARRANTIES OF CONSULTANT
(a) Consultant
has the requisite power and authority to enter into and perform his obligations under this Agreement without the consent, approval
or authorization of, or obligation to notify, any person, entity or governmental agency which consent has not been obtained.
(b) The
execution, delivery and performance of this Agreement by Consultant does not and shall not constitute Consultant’s breach
of any statute or regulation or ordinance of any governmental authority, and shall not conflict with or result in a breach of
or default under any of the terms, conditions, or provisions of any order, writ, injunction, decree, contract, agreement, or instrument
to which the Consultant is a party, or by which Company is or may be bound.
7.
NON DISPARAGEMENT
Consultant
agrees that Consultant shall not disparage the Company, the Company’s products, the Company’s employees, or members
of the Company’s board of directors. For purposes of this Agreement the term “disparage” shall mean any negative
comment, written or oral, about the Company, the Company’s products, the Company’s employees, or members of the Company’s
board of directors.
8.
WORK PRODUCT
Consultant
agrees that the Company is the sole and exclusive owner of all intellectual property, including copyrights, trademarks, patents,
inventions, work product and know-how, which may result from any work performed by the Consultant pursuant to this Agreement.
Consultant agrees that Consultant shall, upon request of the Company, execute, acknowledge, deliver and file any and all documents
necessary or useful to vest in the Company all of Consultant’s right, title and interest in and to all intellectual property,
including copyrights, trademarks, patents, inventions, work product and know-how, which may result from any work performed by
the Consultant pursuant to this Agreement. The term "Inventions" means all original works of authorship, developments,
concepts, improvements or trade secrets, whether or not patentable under law, that Consultant may individually or jointly conceive
or develop or reduce to practice, or cause to be conceived or developed or reduced to practice.
9.
SPECIFIC PERFORMANCE
Any
breach of this Agreement may result in irreparable damage to Company for which Company will not have an adequate remedy at law.
Accordingly, in addition to any other remedies and damages available, Consultant acknowledges and agrees that Company may immediately
seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other
security.
10.
EXECUTION
This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same Agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.
11.
ENTIRE AGREEMENT
This
Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter
hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings,
and representations between the parties.
12.
SEVERABILITY
If
any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate
such substitute provision in this Agreement
13. GOVERNING
LAW, VENUE, WAIVER OF JURY TRIAL
All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such
proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
| COMPANY |
|
CONSULTANT |
By:David
R. Koos
/s/
David Koos |
|
By:
THOMAS ICHIM
/s/
Thomas Ichim |
| ____________________ |
|
_______________________ |
| Its:
CEO |
|
|
| Date:
November 2, 2015 |
|
Date:
November 2, 2015 |
| |
|
|
.
Exhibit
17.1
David
Koos
Chairman
and Chief Executive Officer
Regen
Biopharma
4700
Spring Street
La
Mesa
October
30, 2015
Dear
Dr. Koos
Please
consider this letter my formal resignation from position of Chief Scientific Officer and Board Member of Regen Biopharma due to
health reasons.
/s/
Thomas Ichim
Thomas
Ichim