Current Report Filing (8-k)
18 November 2022 - 12:37PM
Edgar (US Regulatory)
0001589150
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0001589150
2022-11-11
2022-11-11
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xbrli:shares
iso4217:USD
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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): November
11, 2022
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.
Item
3.02 Unregistered Sales of Equity Securities.
On
November 11, 2022 Regen Biopharma, Inc. (the “Company”) issued 101,880,008 shares of the Company’s Series A Preferred
Stock to holders of the Company’s Convertible Promissory Notes in satisfaction of $511,500 of convertible indebtedness and $253,816
of accrued interest on convertible indebtedness.
On
November 11, 2022 the Company issued 16,912,946 shares of the Company’s Common Stock to a holder of a Convertible Promissory Note
in satisfaction of $25,369 of accrued interest on convertible indebtedness.
All
the abovementioned securities 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 securities were sold directly through our management. No
commission or other consideration was paid in connection with the sale of the securities. There was no advertisement or general solicitation
made in connection with this Offer and Sale of securities.
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: November 18, 2022
|
By: /s/ David Koos |
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