Regan Biopharma (OTCMKTS:RGBP) filed an 8K today with the SEC regarding the issuance of shares to David Koos.
As of 10:40 shares of RGBP are trading at .0244 up 17.4% adding .0039 to yesterday’s close. Volume is 130 million shares on 2148 trades. If RGBP holds the gains today will be the first up day after 3 losing sessions in a row. Potential turning points in RGBP are .027 and .031 above and .019 and .018 below. RGBP has struggled the last 12 sessions and has not seen two winning days in a row.
Item 3.02 Unregistered Sales of Equity Securities.
On April 23, 2021 Regen Biopharma, Inc. ( “Regen” ) issued 10,000 shares of Regen’s Nonconvertible Series NC Preferred Stock to David Koos as consideration for serving as an officer and director of Regen.
The Board of Directors of Regen have authorized 20,000 shares of the Nonconvertible Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Nonconvertible Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 500,000. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Nonconvertible Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The holders of Nonconvertible Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Nonconvertible Series NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
There is no current public market for the Nonconvertible Series NC Preferred Stock.
Item 3.03 Material Modification to Rights of Security Holders.
The issuance of 10,000 shares of Nonconvertible Series NC Preferred Stock to David R. Koos on April 23, 2021 will adversely affect the voting power of holders of common stock and other series of preferred stock of Regen due to the disproportionately high voting rights granted to holders of the Nonconvertible Series NC Preferred Stock.
To the extent that the Nonconvertible Series NC Preferred Stock may have anti-takeover effects, Regen believes that the ability of Regen to issue shares with such voting power will encourage persons seeking to acquire Regen to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed transaction in a manner that best serves the stockholders’ interests.
RGBP continues to be very active averaging 7,727 trades a day for the last five days. Bulls are looking for at least two winning days in a row to begin a new rally. Put RGBP on your watchlist to see what happens.