NITED
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): August 17, 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 August 17, 2015 Regen Biopharma, Inc.(“Regen”)
issued 149,000 of its common shares (“Shares”) to Benitec Australia Limited as a License Fee.
The Shares were issued pursuant to Section 4(a) (2) of the
Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the
sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the
sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares.
On September 18, 2015 Regen issued 666,666 of its common
shares (“Shares”) for cash consideration of $33,333.
The Shares were issued pursuant to
Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as
placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was
paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this
Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been
registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares. The proceeds
were utilized for general corporate purposes.
On October 28, 2015 Regen issued 3,333,334 of its common
shares (“Shares”) for cash consideration of $166,666.
The Shares were issued pursuant to Section 4(a) (2)
of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for
the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with
the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares. The proceeds were utilized for general
corporate purposes.
On November 20, 2015 Regen issued 2,200,000 of its common
shares (“Shares”) for cash consideration of $55,000.
The Shares were issued pursuant to Section 4(a) (2)
of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for
the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with
the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares. The proceeds were utilized for general
corporate purposes.
On August 19, 2015 Regen issued 100,000 of its shares
of Series A Preferred Stock (“Shares”) as consideration for nonemployee services.
The Shares were issued pursuant to Section 4(a) (2)
of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for
the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with
the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares.
On September 18, 2015 Regen issued 333,333 of its shares
of Series A Preferred Stock (“Shares”) for cash consideration of $16,667.
The Shares were issued pursuant to Section 4(a) (2)
of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for
the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with
the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares. The proceeds were utilized for general
corporate purposes.
On October 28, 2015 Regen issued 1,666,667 of its shares
of Series A Preferred Stock (“Shares”) for cash consideration of $83,333.
The Shares were issued pursuant to Section 4(a) (2)
of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for
the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with
the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares. The proceeds were utilized for general
corporate purposes.
On October 28, 2015 Regen issued 11,000,000 of its shares
of Series A Preferred Stock (“Shares”) to Dr. Harry Lander, Regen’s President, pursuant to the terms and conditions
of that employment agreement entered into by and between Dr. Lander and Regen dated October 9, 2015.
The Shares were issued pursuant to Section 4(a) (2)
of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for
the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with
the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act
and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 20, 2015 Regen issued 400,000 of its shares
of Series A Preferred Stock (“Shares”) as consideration for nonemployee services.
The Shares were issued pursuant to
Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as
placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was
paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this
Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been
registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On November 20, 2015 Regen issued 2,200,000 of its shares
of Series A Preferred Stock (“Shares”) for cash consideration of $55,000.
The Shares were issued pursuant to
Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as
placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was
paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this
Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been
registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares. The proceeds
were utilized for general corporate purposes.
Regen Biopharma Inc. is a controlled subsidiary of Bio
matrix Scientific Group, Inc.
Item
9.01 Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 10.1 |
|
Form
of Unit Purchase Agreement 9/10/2015 |
| 10.2 |
|
Form
of Unit Purchase Agreement 9/10/2015 |
| 10.3* |
|
written
employment agreement with Dr. Lander |
| 10.4 |
|
Form
of Unit Purchase Agreement 11/13/2015 |
| 10.5 |
|
Form
of Unit Purchase Agreement 11/16/2015 |
| 10.6 |
|
Letter
Agreement Lorraine Gudas |
| 10.7 |
|
Letter
Agreement Stefano Bertuzzi |
| 10.8 |
|
Letter
Agreement Francesco Marincola |
| 10.9 |
|
Letter
Agreement Ralph Nachman |
| 10.10 |
|
Letter
Agreement J. Baell |
| * | Incorporated by reference to Exhibit 10.1 of that Form 8-K file by
the Registrant on October 13, 2015 |
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 23, 2015 |
By: /s/ David Koos |
| |
David Koos |
| |
Chief Executive Officer |
Exhibit
10.1
UNIT
PURCHASE AGREEMENT
REGEN
BIOPHARMA, INC.
THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation
(the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”),
a _______ whose address is _____________.
WHEREAS:
The
Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions
set forth herein.
The
Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE,
IT IS AGREED AS FOLLOWS
Each
Unit shall consist of two ( 2) shares of the common stock of the Company and one (1) share of the Series A Preferred Stock of
the Company
The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 15 cents per unit.
The
Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available
funds to the Company
5
business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units
purchased
| 5. | Purchaser’s
Representations and Warranties |
| (a) | As
of the date hereof, the Purchaser is purchasing the Units for its own account and not
with a present view towards the public sale or distribution thereof, except pursuant
to sales registered or exempted from registration under the Securities Act of 1933, as
amended ( the “Act”). |
| (b) | The
Purchaser is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D promulgated under the Act |
| (c) | The
Purchaser and its advisors, if any, have been, furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the
offer and sale of the Units which have been requested by the Purchaser or its advisors.
Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material
nonpublic information and will not disclose such information unless such information
is disclosed to the public prior to such disclosure to the Purchaser. |
| (d) | Purchaser
has the requisite 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. |
| (e) | The
execution, delivery and performance of this Agreement by Purchaser does not and shall
not constitute Purchaser’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 Purchaser is a party, or by which Purchaser
is or may be bound. |
| 6. | Company’s
representations and warranties |
| (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. |
| 7. | Restricted
Securities Acknowledgement |
Purchaser
acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act
of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and
shall contain the following restrictive legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
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.
| 9. | 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 have hereunto executed this Agreement on the 10th day of September, 2015.
By:
Company
___________________
David
Koos, CEO
Regen
Biopharma, Inc.
Date:
9/10/2015
Purchaser
___________________
By:
Its:
Date:8/27/2015
Number
of Unites Purchased: 33,333
Total
Purchase Price: $50,000
Exhibit
10.2
UNIT
PURCHASE AGREEMENT
REGEN
BIOPHARMA, INC.
THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation
(the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”),
a _______ whose address is _____________.
WHEREAS:
The
Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions
set forth herein.
The
Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE,
IT IS AGREED AS FOLLOWS
Each
Unit shall consist of two ( 2) shares of the common stock of the Company and one (1) share of the Series A Preferred Stock of
the Company
The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be 15 cents per unit.
The
Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available
funds to the Company
_____
business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units
purchased
| 12. | Purchaser’s
Representations and Warranties |
| (f) | As
of the date hereof, the Purchaser is purchasing the Units for its own account and not
with a present view towards the public sale or distribution thereof, except pursuant
to sales registered or exempted from registration under the Securities Act of 1933, as
amended ( the “Act”). |
| (g) | The
Purchaser is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D promulgated under the Act |
| (h) | The
Purchaser and its advisors, if any, have been, furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the
offer and sale of the Units which have been requested by the Purchaser or its advisors.
Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material
nonpublic information and will not disclose such information unless such information
is disclosed to the public prior to such disclosure to the Purchaser. |
| (i) | Purchaser
has the requisite 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. |
| (j) | The
execution, delivery and performance of this Agreement by Purchaser does not and shall
not constitute Purchaser’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 Purchaser is a party, or by which Purchaser
is or may be bound. |
| 13. | Company’s
representations and warranties |
| (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. |
| 14. | Restricted
Securities Acknowledgement |
Purchaser
acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act
of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and
shall contain the following restrictive legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
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.
| 9. | 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 have hereunto executed this Agreement on the 13 day of October , 2015.
By:
Company
___________________
Todd
S Caven CFO
Regen
Biopharma, Inc.
Date:
10/13/2015
Purchaser
___________________
By:
Its:
Date:10/13/2015
Number
of Unites Purchased: 1,666,666
Total
Purchase Price: $250,000
Exhibit
10.4
UNIT
PURCHASE AGREEMENT
REGEN
BIOPHARMA, INC.
THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation
(the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”),
a _______ whose address is _____________.
WHEREAS:
The
Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions
set forth herein.
The
Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE,
IT IS AGREED AS FOLLOWS
Each
Unit shall consist of one ( 1) shares of the common stock of the Company and one (1) share of the Series A Preferred Stock of
the Company
The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be five cents per unit.
On
or prior to _______, 2015 , the Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by
wire transfer of immediately available funds to the Company
_____
business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units
purchased
| 19. | Purchaser’s
Representations and Warranties |
| (k) | As
of the date hereof, the Purchaser is purchasing the Units for its own account and not
with a present view towards the public sale or distribution thereof, except pursuant
to sales registered or exempted from registration under the Securities Act of 1933, as
amended ( the “Act”). |
| (l) | The
Purchaser is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D promulgated under the Act |
| (m) | The
Purchaser and its advisors, if any, have been, furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the
offer and sale of the Units which have been requested by the Purchaser or its advisors.
Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material
nonpublic information and will not disclose such information unless such information
is disclosed to the public prior to such disclosure to the Purchaser. |
| (n) | Purchaser
has the requisite 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. |
| (o) | The
execution, delivery and performance of this Agreement by Purchaser does not and shall
not constitute Purchaser’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 Purchaser is a party, or by which Purchaser
is or may be bound. |
| 20. | Company’s
representations and warranties |
| (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. |
| 21. | Restricted
Securities Acknowledgement |
Purchaser
acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act
of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and
shall contain the following restrictive legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
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.
| 9. | 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 have hereunto executed this Agreement on the 13th day of November, 2015.
By:
Company
___________________
David
Koos, CEO
Regen
Biopharma, Inc.
Date:
11/13/2015
Purchaser
___________________
By:
Its:
Date:11/13/2015
Number
of Unites Purchased: 1,000,000
Total
Purchase Price: $50,000
Exhibit
10.5
UNIT
PURCHASE AGREEMENT
REGEN
BIOPHARMA, INC.
THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into by and among Regen Biopharma, Inc., a Nevada corporation
(the “Company”) whose address is 4700 Spring Street, St 304, La Mesa, California 91942 and __________( “Purchaser”),
a _______ whose address is _____________.
WHEREAS:
The
Purchaser desires to purchase units (“Units”) of securities of the Company in accordance with the terms and conditions
set forth herein.
The
Company desires to issue and sell Units to the Purchaser in accordance with the terms and conditions set forth herein.
THEREFORE,
IT IS AGREED AS FOLLOWS
Each
Unit shall consist of one ( 1) shares of the common stock of the Company and one (1) share of the Series A Preferred Stock of
the Company
The
purchase price per Unit ( “Purchase Price”), payable in US Dollars, shall be five cents per unit.
The
Purchaser shall pay the Purchase Price per Unit multiplied by that number of Units Purchased by wire transfer of immediately available
funds to the Company
5
business days subsequent to receipt of payment of the Purchase Price the Company shall issue to the Purchaser that number of Units
purchased
| 26. | Purchaser’s
Representations and Warranties |
| (p) | As
of the date hereof, the Purchaser is purchasing the Units for its own account and not
with a present view towards the public sale or distribution thereof, except pursuant
to sales registered or exempted from registration under the Securities Act of 1933, as
amended ( the “Act”). |
| (q) | The
Purchaser is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D promulgated under the Act |
| (r) | The
Purchaser and its advisors, if any, have been, furnished with all materials relating
to the business, finances and operations of the Company and materials relating to the
offer and sale of the Units which have been requested by the Purchaser or its advisors.
Notwithstanding the foregoing, the Company has not disclosed to the Purchaser any material
nonpublic information and will not disclose such information unless such information
is disclosed to the public prior to such disclosure to the Purchaser. |
| (s) | Purchaser
has the requisite 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. |
| (t) | The
execution, delivery and performance of this Agreement by Purchaser does not and shall
not constitute Purchaser’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 Purchaser is a party, or by which Purchaser
is or may be bound. |
| 27. | Company’s
representations and warranties |
| (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. |
| 28. | Restricted
Securities Acknowledgement |
Purchaser
acknowledges that any securities issued pursuant to this Agreement that shall not be registered pursuant to the Securities Act
of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Act , and
shall contain the following restrictive legend:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
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.
| 9. | 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 have hereunto executed this Agreement on the 16 day of November 2015.
By:
Company
___________________
David
Koos, CEO
Regen
Biopharma, Inc.
Date:
11/16/2015
Purchaser
___________________
By:
Its:
Date:11/13/2015
Number
of Unites Purchased: 1,200,000
Total
Purchase Price: $60,000
Exhibit
10.6
Lorraine
J Gudas
Chairman
Department
of Pharmacology
Weill
Cornell medical College
1300
York Avenue
New
York, NY 10021
Dear
Dr. Gudas
Thank
you so much for your willingness to join the Scientific Advisory Board of Regen Biopharma Inc. the function of the Scientific
Advisory Board is to review research strategy and projects that Regen Biopharma Inc.may undertake and help identify those projects
which may lead to future developments and clinical treatments in the fields of immune- and stem cell therapy. Other areas may
be pursued as well, with advice from this SAB.
In
consideration for your efforts, you will receive 100,000 shares of Regen Biopharma Series A Preferred stock. Regen’s common
stock currently trades on the OTC Bulletin Board (OTCBB:RGBP). The 100,000 Series A Preferred shares are consideration for participating
in telephonic conference calls and reviewing scientific strategy and data. It is anticipated that the frequency and timing of
such calls will be approximately one call every month. Should we request an annual face to face meeting, expenses will be paid
by Regen Biopharma inc. for any out of pocket expenses associated with the meeting.
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date. The compensation on renewal will be another
payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank
you again for your participation in this exciting initiative.
/s/
Harry Lander
Harry
M. Lander
President
Exhibit
10.7
October
14, 2015
Stefano
Bertuzzi, Ph.D.
American
Society for Cell biology
8120
Woodmont Avenue, Suite 750
Bethesda
MD 20814-2762
Dear
Dr. Bertuzzi
Thank
you so much for your willingness to join the Scientific Advisory Board of Regen Biopharma Inc. the function of the Scientific
Advisory Board is to review research strategy and projects that Regen Biopharma Inc.may undertake and help identify those projects
which may lead to future developments and clinical treatments in the fields of immune- and stem cell therapy. Other areas may
be pursued as well, with advice from this SAB.
In
consideration for your efforts, you will receive 100,000 shares of Regen Biopharma Series A Preferred stock. Regen’s common
stock currently trades on the OTC Bulletin Board (OTCBB:RGBP). The 100,000 Series A Preferred shares are consideration for participating
in telephonic conference calls and reviewing scientific strategy and data. It is anticipated that the frequency and timing of
such calls will be approximately one call every month. Should we request an annual face to face meeting, expenses will be paid
by Regen Biopharma inc. for any out of pocket expenses associated with the meeting.
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date. The compensation on renewal will be another
payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank
you again for your participation in this exciting initiative.
/s/
Harry Lander
Harry
M. Lander
President
Exhibit
10.8
October
14, 2014
Francesco
Marincola, MD
Chief
Research Officer
Sidra
Medical and Research Center
Doha,
Quatar
Dear
Dr. Marincola
Thank
you so much for your willingness to join the Scientific Advisory Board of Regen Biopharma Inc. the function of the Scientific
Advisory Board is to review research strategy and projects that Regen Biopharma Inc.may undertake and help identify those projects
which may lead to future developments and clinical treatments in the fields of immune- and stem cell therapy. Other areas may
be pursued as well, with advice from this SAB.
In
consideration for your efforts, you will receive 100,000 shares of Regen Biopharma Series A Preferred stock. Regen’s common
stock currently trades on the OTC Bulletin Board (OTCBB:RGBP). The 100,000 Series A Preferred shares are consideration for participating
in telephonic conference calls and reviewing scientific strategy and data. It is anticipated that the frequency and timing of
such calls will be approximately one call every month. Should we request an annual face to face meeting, expenses will be paid
by Regen Biopharma inc. for any out of pocket expenses associated with the meeting.
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date. The compensation on renewal will be another
payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank
you again for your participation in this exciting initiative.
/s/
Harry Lander
Harry
M. Lander
President
Exhibit
10.9
November
13, 2015
Ralph
L. Nachman, MD
Weill
Cornell Medical College
1300
York Avenue
New
York NY 10021
Dear
Dr. Nachman
Thank
you so much for your willingness to join the Scientific Advisory Board of Regen Biopharma Inc. the function of the Scientific
Advisory Board is to review research strategy and projects that Regen Biopharma Inc.may undertake and help identify those projects
which may lead to future developments and clinical treatments in the fields of immune- and stem cell therapy. Other areas may
be pursued as well, with advice from this SAB.
In
consideration for your efforts, you will receive 100,000 shares of Regen Biopharma Series A Preferred stock. Regen’s common
stock currently trades on the OTC Bulletin Board (OTCBB:RGBP). The 100,000 Series A Preferred shares are consideration for participating
in telephonic conference calls and reviewing scientific strategy and data. It is anticipated that the frequency and timing of
such calls will be approximately one call every month. Should we request an annual face to face meeting, expenses will be paid
by Regen Biopharma inc. for any out of pocket expenses associated with the meeting.
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date. The compensation on renewal will be another
payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank
you again for your participation in this exciting initiative.
/s/
Harry Lander
Harry
M. Lander
President
Exhibit
10.10
August
4, 2015
Dear
Jonathan
This
letter is a follow up to our previous discussion about the Scientific Advisory Board for Regen BioPharma, Inc. The function of
the Scientific Advisory Board is to review research directions that Regen BioPharma, Inc. may undertake, determining those
projects which may lead to future developments/advancements in the field of stem cell therapy. Other areas may be pursued as well,
with advice from this advisory board.
You
will receive 100,000 shares of Regen Biopharma, Series A Preferred Stock.Regen’s common stock currently trades on the OTC
Bulletin Board. The Company anticipates obtaining a stock symbol for the Series A preferred in the near future. The 100,000 shares
of Biopharma, Series A Preferred shares are consideration for participating in telephonic calls/conference calls and serving on
Regen BioPharma, Inc.’s Scientific Advisory Board. Under this SAB agreement ,the frequency and timing of such calls will
be approximately one call every month
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date for a maximum of 2 additional years. The compensation
on renewal will be another payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed
by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank
You for your consideration.
David
R. Koos
Chairman
and CEO
P.S.:
Please sign this letter in your acceptance and fax back to me at 619-330-2328. Any usage of your name in any press releases will
be submitted to you for review and comment before being released to the public.
| |
|
| /s/
Dr. Jonathan B. baell |
|
| 5th
August 2015 |
|
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