SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 30, 2015
REGENICIN, INC.
(Exact name of registrant
as specified in its charter)
Nevada |
333-146834 |
27-3083341 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
10 High Court, Little Falls, NJ 07424 |
Address of principal executive offices |
Registrant’s telephone number, including area code: (646)
403-3581
________________________________________________
(Former name or former address,
if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
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|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement
On January 30, 2015, we entered into an Amendment
to Asset Purchase Agreement (“the Amendment”) with Amarantus Bioscience Holdings, Inc., (“Amarantus”),
Clark Corporate Law Group, LLP (“CCLG”) and Gordon & Rees, LLP (“Gordon & Rees”) to amend the Asset
Purchase Agreement (“the Original Agreement”) dated November 7, 2014.
The payment terms for the cash portion of the
purchase price as stated in the Original Agreement have been amended as follows:
At Closing:
$300,000 to Regenicin, Inc.
$200,000 to CCLG
On or before December 31, 2014:
$150,000 to Regenicin, Inc.
$100,000 to CCLG
On January 31, 2015:
$75,000 to Regenicin, Inc.
$25,000 to CCLG
On February 10, 2015:
$250,000 to Regenicin, Inc.
On February 20, 2015:
$2,300,000 to Regenicin, Inc.
$200,000 to CCLG
The foregoing is a summary of the material terms of the Amendment
and is not a complete description of its terms. The full text of the Amendment, which is filed herewith as Exhibit 10.1, and the
full texts of the Original Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed November 17, 2014,
should be reviewed in it is entirety for further information.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REGENICIN, INC.
/s/ Randall McCoy
Randall McCoy
CEO and Director
Date: February 13, 2015
AMENDMENT
TO ASSET PURCHASE AGREEMENT
This
AMENDMENT TO ASSET PURCHASE AGREEMENT, dated January 30, 2015, (the “Amended Agreement”), is intended to amend
that certain Asset Purchase Agreement dated November 7, 2014 (the “Original Agreement”), by and among Amarantus Bioscience
Holdings, Inc., a Nevada corporation (“Amarantus”), Regenicin, Inc., a Nevada corporation (“Regenicin”),
Clark Corporate Law Group, LLP (fka Cane Clark, LLP, hereinafter “CCLG”), and Gordon & Rees, LLP (“Gordon
& Rees”), but only as to the rights and obligations of Amarantus, Regenicin and CCLG (the “Affected Parties”).
As a result, the only signatories to this Amended Agreement shall be the Affected Parties.
RECITALS
WHEREAS,
the Affected Parties wish to amend the Original Agreement as to the terms identified herein, but to leave the remaining document
in full force and effect, without other alteration;
NOW
THEREFORE, in consideration for the mutual covenants, agreements and representations and warranties contained herein and the Original
Agreement, the parties, intending to be legally bound hereby, agree as follows:
ARTICLE
I -- Terms of Transaction
Paragraph
1.2 (a) of the Original Agreement shall be amended to read, in its entirety, as follows:
1.2
Purchase Price.
(a)
In exchange for the sale and conveyance of the Purchased Assets as recited in Section 1.1 hereof, and in reliance upon the covenants,
agreements and representations and warranties contained herein, Amarantus shall pay to Regenicin aggregate cash consideration
of US$3,600,000 (Three Million Six Hundred Thousand United States Dollars) (the “Purchase Price”). The Purchase Price
shall be paid as follows:
(1)
On the Closing Date: US$300,000 (Three Hundred Thousand United States Dollars) to Regenicin, and US$200,000 (Two Hundred
Thousand Dollars) to CCLG;
(2)
On or before December 31, 2014: US$150,000 (One Hundred Fifty Thousand United States Dollars) to Regenicin, and US$100,000
(One Hundred Thousand Dollars) to CCLG;
(3)
On January 31, 2015: US$75,000 (Seventy Five Thousand United States Dollars) to Regenicin, and US$25,000 (Twenty Five Thousand
United States Dollars) to CCLG;
(4)
On February 10, 2014: US$250,000 (Two Hundred Fifty Thousand United States Dollars) to Regenicin; and
(5)
On February 20, 2014: US$2,300,000 (Two Million Three Hundred Thousand United States Dollars) to Regenicin, and US$200,000
(Two Hundred Thousand United States Dollars) to CCLG (collectively the “Payment Date”).
1.3
Litigation Costs.
Paragraph
1.3 shall be amended to add, in addition to the paragraph already contained in the Original Agreement, the following provision:
“On
or before February 10, 2014, if there has been no extension of time to file with the Court in regard to the order to show cause
currently pending before the Court in the Lonza Litigation, the Affected Parties shall instruct Gordon and Rees or such attorneys
as they mutually agree, to prepare a response as required by the Court. This response shall be prepared at Amarantus’ sole
expense and cost, and filed on time with the Court, unless the matter is continued prior to the due date of said response.”
All other
terms not identified herein shall remain unchanged.
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written.
AMARANTUS
BIOSCIENCE HOLDINGS, INC.
By:
/s/ Robert Farrell
Name:
Robert Farrell
Title:
Chief Financial Officer
REGENICIN,
INC.
By:
/s/ Randall E. McCoy
Name:
Randall E. McCoy
Title:
Chief Executive Officer
CLARK
CORPORATE LAW GROUP
By:
/s/ Authorized Signatory
Name:
Authorized Signatory
Title:
Manager
Regenicin (CE) (USOTC:RGIN)
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