Item 5.02, Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officer.
Appointment:
On March 23, 2021 David R. Koos was appointed Chairman and Sole Director of
Regen Biopharma, Inc. On March 23, 2021 David R. Koos was appointed Chief
Executive Officer, President, Secretary and Treasurer of Regen Biopharma, Inc.
On March 23, 2021 David R. Koos was appointed Chairman and Sole Director of KCL
Therapeutics, Inc. On March 23, 2021 David R. Koos was appointed Chief Executive
Officer, President, Secretary and Treasurer of KCL Therapeutics, Inc.
KCL Therapeutics, Inc. is a wholly owned subsidiary of Regen Biopharma, Inc.
Education:
DBA - Finance (December 2003)
Atlantic International University
Ph.D. - Sociology (September 2003)
Atlantic International University
MA - Sociology (June 1983)
University of California - Riverside, California
Five Year Employment History:
David R. Koos, 62 has served as Chairman of the Board of Directors, Chief
Executive Officer, President, Secretary and Treasurer of SYBLEU INC., a
biotechnology company, from June 12, 2020 to the present. David R. Koos served
as Chief Financial Officer of SYBLEU INC. from June 12, 2020 to July 21,
2020. On March 23, 2021 David R. Koos assumed the position of sole officer and
director of Zander Therapeutics, Inc., a biotechnology company.
Position: Company Name: Employment Dates:
Chairman, President, Chief Entest Group, Inc. June 19, 2009 to
Executive Officer, November 28, 2018
Secretary, Acting Chief
Financial Officer,
Principal Accounting
Officer
Chairman, President, Chief Entest BioMedical, August 22,2008 to the
Executive Officer, Inc.( a California Present
Secretary, Chief Financial corporation)
Officer, Principal
Accounting Officer
Chairman and CEO Regen BioPharma, Inc. April 24, 2012 to
January 22,2020
Acting CFO Regen BioPharma, Inc. April 24, 2012 to
February 11, 2015
President Regen BioPharma, Inc. May 29, 2013 to
October 9, 2013
Chairman, CEO Zander Therapeutics, February 2017 to
Inc. January 22,2020
Sole Officer and Director Cell Source Research, March 24, 2003 to the
Inc. Present
Chairman, President, CEO Bio-Matrix Scientific June 14, 2006
and Acting CFO Group, Inc. (Chairman) to July
31;2019 June 19, 2006
(President, CEO and
Acting CFO); June 19,
2006 (Secretary) to
July 31, 2019
Chairman & CEO BST Partners Inc. November 30, 2018 to
the Present
(A California
Corporation)
Chairman & CEO BST Partners Inc. March 17, to 2017 to
the Present
(A Wyoming
Corporation)
Related Party Transactions:
As of June 20, 2019 the registrant was indebted to David R. Koos in the amount
of $5,840
As of June 30, 2020 the registrant was indebted to Zander Therapeutics, Inc. in
the amount of $56,900.
As of June 30, 2019 Zander Therapeutics, Inc. was party to an agreement with KCL
Therapeutics, Inc. whereby Zander was granted an exclusive worldwide right and
license for the development and commercialization of certain intellectual
property controlled by KCL (" License IP") for non-human veterinary therapeutic
use.
Consideration.
It was resolved by the Board of Directors of the registrant that as
consideration for agreeing to serve as an officer and director of Regen
Biopharma, Inc. David R. Koos shall be awarded 10,000 shares of a newly
designated series of nonconvertible supervoting Preferred Stock ("Supervoting
Stock"). With respect to each matter submitted to a vote of stockholders of the
Corporation, each holder of Supervoting Stock shall be entitled to cast that
number of votes which is equivalent to the number of shares of Supervoting Stock
owned by such holder times five hundred thousand.
Departure of Officer and Director:
On March 23, 2021 Todd S. Caven resigned from his position as Chairman of the
Board of Directors, Chief Executive Officer and any and all other offices he may
hold of Regen BioPharma ,Inc. and KCL Therapeutics Inc. As of March 23, 2021
David R. Koos became the sole officer and director of both the registrant and
KCL Therapeutics, Inc.
Item 1.01 Entry into a Material Definitive Agreement.
On March 23,2021 Todd S. Caven ( "Caven") entered into an agreement with Regen
BioPharma, Inc. ( "Company") whereby Caven would assist the Company in obtaining
the agreement of the creditors of the Company ("Creditors" or singularly
"Creditor") to settle any and all claims against the Company upon terms
acceptable to the Company ("Agreement").
The term of the Agreement shall be from March 24,2021 to March 24,2022.
In the event that due to the efforts of Caven with regard to any Creditor the
Company agrees to enters into a Settlement and Release Agreement with such
Creditor acceptable to the Company for an amount which is less that the original
debt owed ("Settlement") Caven shall receive an amount to be negotiated by and
between the Parties on a case by case basis as to each applicable Creditor.
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.
Item 9.01 Exhibits
Exhibit 99.1 Letter of resignation
Exhibit 10.1 Agreement
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