Current Report Filing (8-k)
January 22 2020 - 4:05PM
Edgar (US Regulatory)
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): January 20, 2020
REGEN BIOPHARMA, INC.
(Exact name of small business issuer
as specified in its charter)
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Nevada
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45-5192997
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Commission File No. 333-191725
4700 Spring Street, St 304, La Mesa,
California 91942
(Address of Principal Executive Offices)
(619) 702 1404
(Issuer’s telephone number)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material
Definitive Agreement.
On January 20, 2020 Regen Biopharma,
Inc. (the “Company”) and BST Partners Inc. agreed that the month to month sublease by and between the Company and BST
Partners, Inc. whereby the Company subleased office space from BST Partners, Inc.at 4700 Spring Street, St 304, La Mesa, California
91942 shall terminate as of 1pm Pacific Standard Time on January 22, 2020.
Item 5.02 Departure of Directors
or Certain Officers
On January 22, 2020 David Koos
resigned as Chairman of the Board of Directors, Chief Executive Officer of and from any and all offices held at Regen Biopharma,
Inc. (the “Company”) as of 1 pm Pacific Standard Time on January 22, 2020 ( “Effective Date and Time”).
As of the Effective Date and Time Todd S. Caven, the Company’s Chief Financial Officer and a member of the Board of Directors
of the Company, shall be the Company’s sole officer and member of the Company’s Board of Directors.
On January 22, 2020 David Koos
resigned as Chairman of the Board of Directors, Chief Executive Officer of and from any and all offices held at KCL Therapeutics,
Inc. (KCL) as of 1 pm Pacific Standard Time on January 22, 2020 ( “Effective Date and Time”). As of the Effective Date
and Time Todd S. Caven, KCL’s Chief Financial Officer and a member of the Board of Directors KCL, shall be KCL’s sole
officer and member of KCL’s Board of Directors.
Item 9.01 Exhibits
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Exhibit 99.1
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Letter of resignation
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Exhibit 99.2
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Termination of Sublease
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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.
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REGEN BIOPHARMA, INC.
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Dated: January 22, 2020
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By: /s/ David Koos
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David Koos
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Chief Executive Officer
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Exhibit 99.1
TO: Todd S. Caven
Chief Financial Officer and
Director / Board Member
Regen BioPharma, Inc.
Zander Therapeutics, Inc.
KCL Therapeutics, Inc.
RE: Resignation as officer and director of Regen
BioPharma Inc., Zander Therapeutics Inc. and KCL Therapeutics Inc.
Effective as of 1 pm Pacific Standard Time on January
22, 2020 I resign my positions as Chairman of the Board of Directors, Chief Executive Officer and any and all other offices I may
hold of Regen BioPharma Inc., Zander Therapeutics Inc. and KCL Therapeutics Inc.
This leaves you serving as the sole officer and director
of the abovementioned three corporations.
I am available to serve as a consultant should you desire.
Terms of such service shall be negotiated separately on a case by case basis.
Sincerely,
/s/ David R. Koos
David R. Koos
1/22/2020
Exhibit 99.2
Sublease Termination Agreement
Effective January 22, 2020 at 1 pm Pacific Standard
Time, BST Partners Inc. (Sublessor / Sublandlord) hereby terminates the subleases with Sublessees / Subtenants: Regen BioPharma
Inc. (along with its wholly owned subsidiary KCL Therapeutics Inc.) and Zander Therapeutics Inc.
Sublessees / Subtenants Regen BioPharma Inc. (along
with its wholly owned subsidiary KCL Therapeutics Inc.) and Zander Therapeutics Inc. consent and agree to termination of subleases
effective January 22, 2020 at 1 pm Pacific Standard Time.
Signed in agreement with the above on this 20th day
of January, 2020:
David R. Koos David R. Koos David R. Koos
Chairman & CEO Chairman & CEO Chairman & CEO
BST Partners Inc. Regen BioPharma Inc. Zander Therapeutics
Inc.
(and KCL Therapeutics Inc.)
/s/David R. Koos /s/David R. Koos /s/David R. Koos
Date:1/20/2020 Date: 1/20/2020 Date:1/20/2020
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