Item 1.01 Entry into a Material Definitive Agreement
On December 16, 2019 Zander Therapeutics, Inc. ("Zander"), KCL Therapeutics,
Inc. ("KCL") and Regen Biopharma, Inc. ("Regen") entered into an agreement
1) Zander shall return for cancellation 194,285,714 shares of the Series A
Preferred stock of Regen ("Conversion Shares") acquired by Zander through
conversion of $340,000 of principal indebtedness of a $350,000 convertible note
payable issued by Regen to Zander. Subsequent to this event the principal amount
due to Zander by Regen pursuant to the Convertible Note shall be $350,000 which
shall be applied pursuant to the Agreement.
2) A $35,000 one time charge due to Zander by Regen ("One Time Charge") shall be
applied pursuant to the Agreement.
3) $75,900 of principal indebtedness due to Regen by Zander and $4,328 of
accrued but unpaid interest due by Regen to Zander shall be applied pursuant to
No actions were taken by any of the parties to enforce the terms of the
On April 15, 2021 the Agreement was amended as follows so that the material
terms and conditions shall be:
a) Zander shall not return the Conversion shares for cancellation and the
principal indebtedness of the aforementioned convertible note shall not
reflect such return
b) As of December 16, 2019 all principal and accrued interest payable by Regen to
Zander on that date resulting from Promissory Notes issued by Regen to Zander
shall be credited towards amounts due by Zander pursuant to that agreement, as
amended, entered into by and between Zander and Regen on June 23, 2015
("License Agreement") whereby Regen granted to Zander an exclusive worldwide
right and license for the development and commercialization of certain
intellectual property controlled by Regen for non-human veterinary therapeutic
use for a term of fifteen years and that License Assignment And Consent
agreement entered into by and between Regen, KCL and Zander on December 17,
2018 whereby Regen transferred and assigned to KCL all rights, duties, and
obligations of Regen under the License Agreement and KCL agreed to assume such
duties and obligations thereunder and be bound to the terms of the License
Agreement with respect thereto.
The foregoing description of the abovementioned Agreement is not complete and is
qualified in its entirety by reference to the text of the abovementioned
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. Regen, KCL and Zander are under
common control. David Koos serves as sole Officer and Chairman of the Board of
Zander, Regen and KCL.
Item 9.01 Exhibits.
Exhibit No. Description of Exhibit
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