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 18, 2021
REGEN BIOPHARMA, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 45-5192997 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Commission File No. 333-191725
4700 Spring Street, St 304, La Mesa, California 91942
(Address of Principal Executive Offices)
(619) 722 5505
(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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
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Item 1.01 Entry into a Material Definitive Agreement.
On October 18, 2021 Regen Biopharma, Inc. (“Company”) has provided a Scope of Work order to Biotech Research Group directing Biotech Research Group to perform an independent assessment of work conducted to date on behalf of the Company by the Company’s Contract Research Organization in order to assist the Company in determining what would be the most efficient actions to undertake in order to commercialize the Company’s NR2F6 intellectual property as well as assist the Company with regulatory strategy with regard to the Company’s NR2F6 intellectual property . Total consideration to be paid by the Company to Biotech Research Group for providing these services is $25,000. The termination date of this Scope of Work Order is November 15, 2021.
Item 9.01 Exhibits.
| Exhibit No. | |
| 10.1 | Scope of Work Order |
| 2 |
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.
| REGEN BIOPHARMA, INC. | |
| Dated: October 19,2021 | By: /s/ David Koos |
| 3 |
Exhibit 10.1
BIOTECH
Research Group
SCOPE OF WORK ( SOW) ORDER
| Client | Regen Biopharma, Inc. |
| SOW Number | FWO2-CRO Gap Assessment |
| SOW Effective Date | 10/11/2021 |
| SOW Termination Date | 11/15/2021 |
| Master Agreement | Master Services Agreement dated as of 5/12/2021 |
This Scope of Work Order ( this “SOW”) is entered into as of the SOW Order Effective Date between BRG and Client.
| 1. | Capitalized Terms: SOW. Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Master Agreement; this SOW is incorporated by reference into the Master Agreement; and this SOW is subject to the terms and conditions of the Master Agreement. Any breach of this SOW shall, for all purposes of the Master Agreement, constitute a breach of the Master Agreement. |
| 2. |
Services
and Deliverables.
(a) Services. BRG will perform the following Services to and for the benefit of Client pursuant to this SOW; |
| No. | Services |
| 1. | Conduct GAP assessment of CRO IP content on Modulating NR2F6 Checkpoint Pre-Clinical Protocols/Raw Data/ Completion Report. |
(b) Deliverables. BRG will deliver and provide to Client the following Deliverables pursuant to this SOW:
| No. | Deliverables |
| 1. | Deliver Gap Assessment Report |
| 2. | Include a work package for regulatory strategy. |
| 3. |
Fees
and Expenses Invoicing.
(a) Services will be performed on a time and materials at a fixed fee basis as set forth below. |
| Billing Terms | Amount |
|
Initiation
of Services
( Due immediately after SOW is signed) |
$25000 |
|
Intermediate
Billing of Services
( Due midway point) |
$0 |
|
Final
Billing of Services
(Due before deliverables) |
$0 |
| TOTAL | $25000 |
(b) BRG will charge Client for FAERS and other FDA submission fees, if applicable.
(c) BRG will be entitled to reimbursement of actual out of pocket expenses for travel, food and lodging neccesary for the performance of the Services , provided that such expenses have been approved, in advance, by Client.
4. Term and Termination. This SOW shall become effective as of the SOW Order Effective Date and continue in effect until the Scheduled Termination Date, unless earlier terminated pursuant to the Master Services Agreement or this SOW. This SOW shall be terminable as set forth in the Master Agreement.
5. Entire Agreement, Amendment, Waiver. This SOW, together with the Master Agreement and exhibits, schedules and annexes hereto, constitutes the entire agreement of the parties hereto with resoect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to the subject matter. The fees for completed work outlined in this SOW will be payable in full if for any reason outside the control of BRG the services are delayed, cancelled, postponed or otherwise altered. Including by Client of FDA. Except as set forth in this SOW, the Agreement shall continue in full force and effect in accordance with its terms and conditions.
IN WITNESS WHEREOF, the parties have caused this SOW to be duly executed as of the SOW Order Effective Date by the resoective authorized officers.
| Regen Biopharma, Inc. | BRG |
| Name: David Koos | Name:Christina Sanchez Miller, MPH |
| Title: Chairman and CEO | Titke: President/CEO |
| Signature: /s/David Koos | Signature: /s/Christina Sanchez Miller, MPH |
| Date: 10/18/2021 | Date: 10/11/2021 |