Current Report Filing (8-k)
December 22 2021 - 2:46PM
Edgar (US Regulatory)
0001589150
false
0001589150
2021-12-17
2021-12-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 17, 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. ☐
ITEM 4.02 Non-Reliance on Previously Issued Financial
Statements.
On December 17, 2021, the Board of
Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued Balance Sheet, Statement of Operations,
Statement of Shareholders Equity ( Deficit) and Statement of Cash Flow for the quarter and nine months ended June 30, 2021 filed with
the Company’s Form 10-Q for the quarter ended June 30, 2021 should not be relied upon.
The Company determined that
the recognition of $1,905,000 of revenue recognized during the quarter ended June 30, 2021 resulting from the grant of a license to an
unrelated third party to develop and commercialize intellectual property controlled by the Company should be recognized over the term
of the license which is 15 years.
The
following tables reflect the corrections:
|
Statement
of Operations
|
|
As
Originally Presented
|
|
Adjustments
|
|
As
Restated
|
|
Three
Months Ended June 30,2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,905,000
|
|
|
|
(1,875,794
|
)
|
|
|
29,206
|
|
|
Total
Revenues
|
|
|
1,932,425
|
|
|
|
(1,875,794
|
)
|
|
|
56,631
|
|
|
Net
Income ( Loss)
|
|
|
(5,613,321
|
)
|
|
|
(1,875,794
|
)
|
|
|
(7,489,115
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months
Ended June 30,2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,905,000
|
|
|
|
(1,875,794
|
)
|
|
|
29,206
|
|
|
Total
Revenues
|
|
|
1,987,274
|
|
|
|
(1,875,794
|
)
|
|
|
111,480
|
|
|
Net
Income ( Loss)
|
|
|
(3,504,772
|
)
|
|
|
(1,875,794
|
)
|
|
|
(5,380,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Cash Flow
|
|
|
As
Originally Presented
|
|
|
|
Adjustments
|
|
|
|
As
Restated
|
|
|
for
the Nine Months Ended June 30,2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in Unearned Income
|
|
|
0
|
|
|
|
1,875,794
|
|
|
|
1,875,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Shareholders' Equity ( Deficit)
|
|
|
As
Originally Presented
|
|
|
|
Adjustments
|
|
|
|
As
Restated
|
|
|
for
the Nine Months Ended June 30,2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the Quarter Ended June 30,2021
|
|
|
(5,613,321
|
)
|
|
|
(1,875,794
|
)
|
|
|
(7,489,115
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
Sheet as of June 30,2021
|
|
|
As
Originally Presented
|
|
|
|
Adjustments
|
|
|
|
As
Restated
|
|
|
Unearned
Income
|
|
|
0
|
|
|
|
1,875,794
|
|
|
|
1,875,794
|
|
|
Current
Liabilities
|
|
|
11,969,547
|
|
|
|
1,875,794
|
|
|
|
13,845,341
|
|
|
Total
Liabilities
|
|
|
11,969,547
|
|
|
|
1,875,794
|
|
|
|
13,845,341
|
|
|
Retained
Earnings (Deficit)
|
|
|
(20,088,438
|
)
|
|
|
(1,875,794
|
)
|
|
|
(21,964,232
|
)
|
|
Total
Stockholders' Equity (Deficit)
|
|
|
(10,535,891
|
)
|
|
|
(1,875,794
|
)
|
|
|
(12,411,685
|
)
|
The Company’s senior management has discussed the matters disclosed
in this Item 4.02 of this Current Report with AMC Auditing, the Company’s independent registered public accounting firm.
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:
December 22, 2021
|
By: /s/
David Koos
|
|
|
David
Koos
|
|
|
Chief
Executive Officer
|
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