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 and the Company believes that upon a
full review of the facts and the issues, there are other issues and claims that
the Company reserves the right to assert.
Although the Company believes this legal proceeding as it pertains to the
Company has no merit, it is not possible to predict the ultimate outcome of this
legal action. The outcome of this legal proceeding may adversely affect the
Company's financial condition and operations and may also result in loss of
control by the Company of intellectual property controlled by the Company.
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. Todd S.
Caven serves as Chief Financial Officer and is a Director of Zander and the
Company.
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