Regen BioPharma Inc (RGBP)

[Skiluc]

Item 8.01 Other Events.

On December 13, 2019 a complaint was filed in the Superior Court of California, County of San Diego against Regen Biopharma, Inc. (“Company”) , the Company’s Chairman, Zander Therapeutics Inc (“Zander”), and Does 1-50 by ChemDiv, Inc. (“Plaintiff”) alleging Breach of Contract, Unfair Business Practices under the California Business and Professions Code, and Bad Faith Denial of a Contract ( alleged solely against the Company and DOE defendants) stemming from contract research work performed by the Plaintiff for the Company and contract research performed by the Plaintiff for Zander. The Plaintiff is also seeking a declaration from the court that the Plaintiff retains full and complete ownership, title, use, and all rights without any limits to the work, tangible property, intellectual property, and any other product or by-product of the work performed by Plaintiff for the Company and Zander. The action arises from approximately $1.2 million dollars of unpaid invoices (“Unpaid Invoices”) due and payable to the Plaintiff. The Company asserts that no portion of the Unpaid Invoices is due and payable by the Company.

The Company has entered into settlement negotiations with the Plaintiff in order to resolve this dispute in a mutually acceptable manner. Although the Company currently believes a mutually acceptable settlement can be agreed to by the parties no assurance can be given that a mutually acceptable settlement will occur and no assurance can be given that the outcome of this legal proceeding will not adversely affect the Company’s financial condition and operations.

The Company and Zander are under common control. David Koos serves as Chief Executive Officer and Chairman of the Board of Zander and the Company.