Notes Payable and Convertible Notes Payable | NOTE 4. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE June 30, 2015 September 30, 2014 Bio Matrix Scientific Group, Inc. (Note 7) 19,701 90,000 David Koos ( Notes7) 50 30,168 Bio Technology Partners Business Trust 84,000 0 Notes payable $ 103,751 $ 120,168 $19,701 lent to the Company by Bio Matrix Scientific Group, Inc. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. $50 lent to the Company by David Koos. is due and payable at the demand of the holder and bear simple interest at a rate of 15% per annum. $84,000 lent to the Company by Bio Technology Partners Business Trust. is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum. CONVERTIBLE NOTES PAYABLE During the quarter ended March 31, 2015 the Company issued Convertible Notes ( Notes) with an aggregate face value of $882,686 . Consideration for these Notes consisted of: (a) $775,000 cash and (b) Satisfaction of $107,686 of existing indebtedness: Each Note becomes due and payable at the demand of the Lender at any time after one year subsequent to the issuance date and bears simple interest at 10% per annum payable quarterly at the demand of the Lender. All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( Conversion Price) equivalent to a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. 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 Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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. Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender. Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period. If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion. All Notes were fully converted during the quarter ended March 31, 2015. 31,539,262 common shares of Regen were issued to the Convertible Noteholders in satisfaction of the convertible indebtedness. 31,538,862 of the Companys Series A Preferred shares were issued to Noteholders pursuant to the terms and conditions of the Notes. The Company analyzed the conversion feature of the Notes for derivative accounting consideration under ASC 815-15 Derivatives and Hedging and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Companys convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $2,368,685 was recognized by the Company. This liability was eliminated prior to the end of the Companys second quarter as a result of the full conversion of all Notes prior to the end of the Companys second quarter. During the quarter ended June 30, 2015 the Company issued Convertible Notes ( Notes) with an aggregate face value of $90,000 . Consideration for these Notes consisted of $90,000. All or part of the principal and accrued but unpaid interest is convertible at any time at the demand of the Lender into the Common Shares of Regen at a price per share ( Conversion Price) equivalent the lower of (1) a 65% discount to the lowest Trading Price (as defined below) for the Common Shares during the thirty (30) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the conversion date. 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 Shares are tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Shares are 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. Or (2) $0.03 per share Principal and interest may be prepaid in part or in full by Regen on not less than three Trading Days prior written notice to the Lender. Upon expiration of the six month holding specified in Rule 144(d) promulgated under the Securities Act of 1933, Regen , at the request of the Lender, shale remove sale restrictions on one sixth (1/6) of the shares that resulted from conversions made through the issuance of this Note , each month, for a period of six months, with all restrictions being removed by the Company by the expiration of the six month subsequent to expiration of the aforementioned Rule 144 holding period. If the Lender converts principal into Common Stock of Regen on or prior to 180 days from the issuance of the Note the Lender shall receive one share of Preferred Series A Stock of the Company for each share of Common Stock received through conversion. During the quarter ended June 30, 2015 the Company issued 3,214,285 of its common shares in satisfaction of the abovementioned convertible notes and 3,214,285 shares of its Series A Preferred stock in accordance with the terms and conditions of abovementioned convertible notes. . The Company values the embedded derivative using the Black-Scholes pricing model and an aggregate derivative liability of $350,666 was recognized by the Company in connection with $90,000 of convertible notes payable issued during the quarter ended June 30, 2015. This liability was eliminated prior to the end of the Companys third quarter as a result of the full conversion of these convertible noted prior to the end of the Companys third quarter. |