Notes Payable and Convertible Notes Payable | NOTE 7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE AND NOTES RECEIVABLE June 30, 2016 Bio Technology Partners Business Trust (Company) $ 14,000 Bio Technology Partners Business Trust (Regen) $ 17,000 David R. Koos ( Company)( Note 6) $ 73,986 David R. Koos ( Regen)( Note 6) $ 50 The Sherman family Trust $ 2,000 Bostonia Partners ( Company) $ 91,000 Bostonia Partners ( Regen) $ 242,300 Blackbriar Partners (Regen) (Note 6) $ 10,097 Blackbriar Partners (Company) (Note 6) $ 5,000 Total $ 455,433 Amounts due to the Biotechnology Partners Business Trust. are due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. All loans to the Company and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate of 15% per annum. All amounts due to the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder. $60,000 lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10% per annum $59,000 lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10% per annum. 20,000 lent to Regen by Bostonia Partners is due and payable February 19, 2017 and bear simple interest at a rate of 10% per annum. 30,000 lent to Regen by Bostonia Partners is due and payable February 24, 2017 and bear simple interest at a rate of 10% per annum. 10,000 lent to Regen by Bostonia Partners is due and payable March 8, 2017 and bear simple interest at a rate of 10% per annum. $63,300 lent to Regen by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum. 3,000 lent to Regen by Blackbriar Partners is due and payable February 19, 2017 and bear simple interest at a rate of 10% per annum. $7,097 lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum. $40,000 lent to the Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum. $35,000 lent to the Company by Bostonia Partners is due and payable December 14, 2016 and bear simple interest at a rate of 10% per annum. $13,000 lent to the Company by Bostonia Partners is due and payable January 28, 2017 and bear simple interest at a rate of 10% per annum. $3,000 lent to the Company by Bostonia Partners is due and payable March 23, 2017 and bear simple interest at a rate of 10% per annum. $5,000 lent to the Company by Blackbriar Partners is due and payable April 8, 2017 and bears simple interest at a rate of 10% per annum. Convertible Notes 06/30/2016 Bio Matrix Scientific Group, Inc $ 50,000 Scott Levine $ 10,000 Mike and Ofie Weiner $ 18,400 Mike and Ofie Weiner $ 2,301 Bio Technology Partners Business Trust $ 121,058 Star City Capital, LLC $ 201,759 Total $121,058 due and payable to Starcity Capital LLC (Note) bears no interest, is payable on April1, 2016 and permits conversion at the Holders option into common shares of the Company under the following terms and conditions: The Holder of the Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to the greater of (iii) fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or (iv) $0.0001. Upon : (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) then, in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the Conversion Price. other than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added to such Holders other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Companys outstanding common stock. The issuance of the Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over the life of the Note. The amount by which the instruments as converted value exceeds the principal amount as of June 30, 2016 is $99,047. $50,000 due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made. $10,000 due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made. $18,400 due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made. $2,301 due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has been made. As of June 30, 2016 the unamortized discount on the Companys convertible notes outstanding is $ 0 Regen Biopharma, Inc. On March 8, 2016 (Issue date) Regen issued a Convertible Note (Note) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of Regen into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions: (a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (Year 1) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (Year 2) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (Year 3) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (d) Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lenders securities. Regen shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by Regen from an unaffiliated third party as a result of the closing of a Transaction Event. Transaction Event shall mean either of: (a) The sale by Regen of Regens proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by Regen to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize Regens proprietary NR2F6 intellectual property The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of June 30, 2016 the unamortized discount on the convertible notes outstanding is $ 38,165. As of June 30, 2016 $100,000 of the principal amount of the Note remains outstanding. The amount by which the Notes as converted value exceeds the principal amount as of June 30, 2016 is $10,000. On April 6, 2016 (Issue date) Regen issued a Convertible Note (Note) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date. The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of Regen into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions: (a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (Year 1) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (Year 2) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (Year 3) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater). (d) Trading Price means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the OTCQB) as reported by a reliable reporting service (Reporting Service) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the pink sheets by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. Trading Day shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. Trading Volume shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lenders securities. Regen shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest. Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by Regen from an unaffiliated third party as a result of the closing of a Transaction Event. Transaction Event shall mean either of: (a) The sale by Regen of Regens proprietary NR2F6 intellectual property to an unaffiliated third party (b) The granting of a license by Regen to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize Regens proprietary NR2F6 intellectual property The issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the life of the Note. As of June 30, 2016 the unamortized discount on the convertible note outstanding is $ 9,132. As of June 30, 2016 $50,000 of the principal amount of the Note remains outstanding. The amount by which the Notes as converted value exceeds the principal amount as of June 30, 2016 is $5,000. NOTES RECEIVABLE June 30, 2016 Entest Biomedical, Inc. (Note 6) $ 12,051 Notes Receivable $ 12,051 $12,051 lent by Regen Biopharma, Inc. to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. |