v3.25.2
RELATED PARTY TRANSACTIONS
 9 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS

 

The Company had the following related party transactions:

 

  ● Revenue Transaction

 

On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. (“Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (“License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with the Company.

 

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

 

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.

 

Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales, as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

 

Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

 

Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

  

The Agreement may be terminated by The Company:

 

  ○ If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.
     
  ○ The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.
     
  ○ The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.

 

The Agreement may be terminated by either party in the event of a material breach by the other party.

 

The CEO of the Company is also the CEO and chairman of Zander.

 

 

  ● Sublease of Facility

 

On January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning January 14, 2022. On April 26, 2024 the Company and BST agreed to amend that sublease agreement as follows:

 

The Company agreed that in addition to the base rent of $5,000 per month to be paid by the Company to BST the Company shall also reimburse BST for any and all shared expenses as such term is defined within the original lease agreement by and between BST and CIF LaMesa LLP beginning January 1, 2024.

 

BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.

 

  ● Notes Payable to Related Parties

 

The Company had the following notes payable to related party transactions

 

  ○ Notes Payable to David Koos, CEO of the Company
     
    $73,303 lent to the Company by David Koos, the Company’s sole Board Member and Officer, is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.
     
  ○ Notes Payable to Zander Therapeutics, Inc.
     
    $15,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on May 3. 2025 and bears simple interest at a rate of 10% per annum.
     
    $25,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on June 5. 2025 and bears simple interest at a rate of 10% per annum.
     
    $10,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 4, 2025 and bears simple interest at a rate of 10% per annum.
     
    $4,700 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 15, 2025 and bears simple interest at a rate of 10% per annum.
     
    $4,500 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 23, 2025 and bears simple interest at a rate of 10% per annum.

 

    The CEO of the Company is also the CEO and chairman of Zander.
     
  ○ Notes Payable to BST Partners
     
    BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
     
    During the quarter ended December 31, 2024 BST Partners lent the Company $46,599.
     
    During the quarter ended March 31, 2025 BST Partners lent the Company $40,616.
     
    During the quarter ended June 30, 2025 BST Partners lent the Company the $46,621 which bears simple interest at a rate of 10% per annum
     
    BST Partners and the Company are under common control.