On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,500,000 shares of Series A preferred stock ( “Shares”) to Thomas Ichim, the Company’s Chief Financial Officer, as incentive shares.
Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Thomas Ichim (“Transfer Restriction”) except as follows:
Transfer Restrictions shall no longer apply to the Shares upon the achievement of the following events ( Milestones”) during the course of Thomas Ichim’s employment with the Company after 18 months from January 14, 2015. ( “Vesting Period”)
1. Expansion of Scientific Advisor Board: Expand SAB to 15 members (10 points)
2. R&D relationships: initiate and manage relationships with 3 CROs, 3 manufacturers, 3 clinical sites and 1 academic collaboration (10 points)
3. Patents in licensed/filed/issued: 10 non provisional patents filed ( 10 points)
4. Securing lead researcher for each clinical trial ( 1 point) / Clinical trials: pre-clinical( 1 point) phase 1 ( 1 pt) and phase 2 or efficacy finding ( 1 pt)
5. INDs filed ( 1 point) and INDs cleared ( 2 points)
6. IP/Patents transactions ( e.g. : license agreements, product sales and co-development deals at a level acceptable to the Board of Directors=10pts.
Assuming a total of 60 points are possible for vesting, a combination of the above points equal to 60 over an 18 month period results in 100% vesting. At the end of the Vesting Period, should the total number of points amount to less than 60, vesting shall be reduced to that number of points attained divided by 60, resulting in a percentage of Shares vested. At the end of the Vesting Period , all unvested shares shall be forfeited . In the event of a change of control of the Company all shares shall be deemed fully vested.
The Shares 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 shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
On March 17, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,500,000 shares of Series A preferred stock ( “Shares”) to Christine Ichim, the Company’s Director of Molecular Therapeutics.
Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Christine Ichim (“Transfer Restriction”) except as follows:
Transfer Restrictions shall no longer apply to the Shares upon the achievement of the following events ( Milestones”) during the course of the Christine Ichim’s employment with the Company after 18 months from January 14, 2015. ( “Vesting Period”)
1. Papers published 3 peer reviewed equals 3.3 points per paper or 1 high profile peer reviewed journals ( impact factor greater than 6) =10 pts
2. Presentations made at conventions 4 presentations =10 points or 2.5 pts per presentation
3. Pre-Clinical Studies initiated /completed =1 point for initiation, 2 pts for completion and 1 bonus point for completing 2 or more studies.
4. Intellectual property filed ( provisional/non-provisional apps) 1 point for each patent app
5. Small molecule identification, identifying = 1 point, testing for binding = 3 pts, testing for efficacy = 6 pts.
6. Completion of crystal structure for NR2F6=10 pts
Assuming a total of 60 points are possible for vesting, a combination of the above points equal to 60 over an 18 month period results in 100% vesting. At the end of the Vesting Period, should the total number of points amount to less than 60, vesting shall be reduced to that number of points attained divided by 60, resulting in a percentage of shares vested. At the end of the Vesting Period, all unvested shares shall be forfeited. In the event of a change of control all shares shall be deemed fully vested.
The Shares 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 shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
