10/03/2025 | Press release | Distributed by Public on 10/03/2025 04:06
Item 1.01 Entry into a Material Definitive Agreement.
On October 2, 2025 Regen Biopharma, Inc. (the "Company") entered into a consulting agreement with Dr. Harry Lander ("Lander Agreement"). Under the terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate . The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate (" Consulting Period").
As consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of the Company ("Compensation Shares") subject to a vesting schedule.
The Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (" Transfer Restriction") except as follows:
All Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.
In the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.
The foregoing description of the abovementioned Lander Agreement is not complete and is qualified in its entirety by reference to the text of the abovementioned Lander 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.
On October 2, 2025 the Company entered into an agreement with David Koos, the Company's Chairman and Chief Executive Officer ("Koos Agreement"). Pursuant to the Koos Agreement David Koos was paid twenty million newly issued common shares of the Company ("Koos Compensation Shares") subject to a vesting schedule. The Company has issued these shares to Davis Koos as consideration for services to be rendered by Koos in connection with a planned Phase I Clinical Trial of HemaXellerate .
The Koos Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by David Koos (" Transfer Restriction") except as follows:
All Koos Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.
The foregoing description of the abovementioned Koos Agreement is not complete and is qualified in its entirety by reference to the text of the abovementioned Koos Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.