Exhibit_10_8


 


THIS
NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THERULESANDREGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT")


 


us
$20,331.00


 


REGEN
BIOPHARMA, INC.


8%
CONVERTIBLE REDEEMABLE NOTE DUE JULY 19, 2020


 


 


FOR
VALUE RECEIVED, Regen Biopharma, Inc. (the "Company") promises to pay to the order of LG CAPITAL FUNDING, LLC and its
authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Twenty Thousand
Three Hundred Thirty One Dollars (U.S. $20,331.00) on July 19, 2020 ("Maturity Date") and to pay interest on
the principal amount outstanding hereunder at the rate of 8% per annum commencing on July 19, 2019. The interest will be paid
to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this
Note. The principal of, and interest on, this Note are payable at 1218 Un ion Street, Suite #2, Brooklyn, NY 11225, initially,
and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time.
The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less
any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such
Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute
a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent
of the sum repre sented by such check or wire transfer. Interest shall be payable in Common Stock (as de fined below) pursuant
to paragraph 4(b) herein.





This
Note is subject to the following additional provisions:


 


1.
This Note is exchangeable for an equal aggregate principal amount of







 


Notes
of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such
registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection
therewith.


 


2.                 
The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.


 


3.                 
This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act")
and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as
void. Prior to due present ment for transfer of this Note, the Company and any agent of the Company may treat the person in whose
name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note
be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this
Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth
in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this
Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of
receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.


4.                 
(a) The Holder of this Note is entitled, at its option, at any time, 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 65%
of the lowest trading price of the Common Stock as re ported on the National Quotations
Bureau OTC Market Exchange which the Company's shares are traded or any exchange upon which the Common Stock may be traded in
the future ("Ex change"), for the twenty μrior
trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such
Notice of Conversion is deliv ered by fax or other electronic method of communication to the Company or its transfer agent af
ter 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares
have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated
by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice
of Conversion. Accrued but unpaid interest shall be subject to conversion. No frac tional shares or scrip representing fractions
of shares will be issued on conversion, but the num ber of shares issuable shall be rounded to the nearest whole share. To the
extent the Conversion Price of the Company's Common Stock closes below the par value per share, the Company will take all steps
necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company
agrees to honor all conversions submitted pend ing this increase. In the event the Company experiences a DTC "Chill"
on its shares, the Con version Price shall be decreased to 55% instead of 65% while that "Chill" is in effect. In
no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common
Stock beneficially owned by the Holder and its affiliates would ex ceed 9.9% of the outstanding shares of the Common Stock of
the Company. All the terms set forth herein, including but not limited to interest rate, prepayment terms, conversion discount
or lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable
conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party or otherwise grants any
more favorable terms to any third party than those contained herein while this note is in effect.


(b)
Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the
Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company
for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall
be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.


 




(c)       The
                                         Notes may be prepaid with the following penalties:


 


	PREPAY
    DATE	PREPAY
    AMOUNT
	<
    61 days	115%
    of principal plus accrued interest
	61-120
    days	125%
    of principal plus accrued interest
	120-180
    days	135%
    of principal plus accrued interest


 


This
Note may not be prepaid after the 180day. Such redemption must be closed and funded within 3 days of giving notice of redemption
of the right to redeem shall be null and void.


 


(d)              
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, other than a forward or reverse
stock split or stock dividend, 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) (each of items (i), (ii) and (iii) being re ferred to as a "Sale Event"), then, in each case, the Company
shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest
through the date of redemption, or at the election of the Holder, such Holder may convert the un paid principal amount of this
Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event
at the Conversion Price.


 


(e)               
In case of any Sale Event (not to include a sale
of all or substantially all of the Company's assets) in connection with which this Note is not redeemed or converted, the Company
shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this
Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including
cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the
number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as
defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale
Events. If the considera tion received by the holders of Common Stock is other than cash, the value shall be as deter mined by
the Board of Directors of the Company or successor person or entity acting in good faith.


 


5.                  
No provision of this Note shall alter or impair the obligation of the Com- pany, which is absolute and unconditional, to pay the
principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.


 


6.                 
The Company hereby expressly waives demand and presentment for pay- ment, notice of non-payment, protest, notice of protest, notice
of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for
hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.


 


7.                 
The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by
the Holder in collecting any amount due under this Note.


 


8.
If one or more of the following described "Events of Default" shall occur:




 


(a)              
The Company shall default in the payment of principal
or interest on this Note or any other note issued to the Holder by the Company; or


 


(b)              
Any of the representations or warranties made
by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on
behalf of the Company in connection with the execution and delivery of this Note, or the Se curities Purchase Agreement under
which this note was issued shall be false or misleading in any respect; or


 


(c)              
The Company shall fail to perform or observe,
in any respect, any cove- nant, term, provision, condition, agreement or obligation of the Company under this Note or any other
note issued to the Holder; or


 


(d)              
The Company shall (1) become insolvent; (2) admit
in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence
proceedings for its dissolution; (4) apply for or consent to the appointment of a trus tee, liquidator or receiver for its or
for a substantial part of its property or business; (5) file a peti tion for bankruptcy relief, consent to the filing of such
petition or have filed against it an invol untary petition for bankruptcy relief, all under federal or state laws as applicable;
or


 


(e)              
A trustee, liquidator or receiver shall be appointed
for the Company or for a substantial part of its property or business without its consent and shall not be discharged with in
sixty (60) days after such appointment; or


 


(f)               
Any governmental agency or any court of competent
jurisdiction at the in- stance of any governmental agency shall assume custody or control of the whole or any substan tial portion
of the properties or assets of the Company; or


 


(g)              
One or more money judgments, writs or warrants
of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against
the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of
fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or


 


(h)             
The Company shall have defaulted on or breached
any term of any other note of similar debt instrument into which the Company has entered and failed to cure such de fault within
the appropriate grace period; or


 


(i)               
The Company shall have its Common Stock delisted
from an exchange (including the OTC Market exchange) or, if the Common Stock trades on an exchange, then trad ing in the Common
Stock shall be suspended for more than IO consecutive days;


G)
If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the
Board;


 


(k)              
The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within
3 business days of its receipt of a Notice of Conversion; or


 


(1)                
The Company shall not replenish the reserve set forth in Section 12, with- in 3 business days of the request of the Holder.


 


(m)            
The Company shall not be "current"
in its filings with the Securities and Exchange Commission; or


 


(n)              
The Company shall lose the "bid" price
for its stock in a market (including the OTC marketplace or other exchange).


 


Then,
or at any time thereafter, unless cured within 5 days, and in each and every such case, un less such Event of Default shall
have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option
of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, with out presentment,
demand, protest or (further) notice of any kind (other than notice of accelera tion), all of which are hereby expressly waived,
anything herein or in any note or other instru ments contained to the contrary notwithstanding, and the Holder may immediately,
and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provid ed herein or any
other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per
annum or, if such rate is usurious or not permit ted by current law, then at the highest rate of interest permitted by law. In
the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th
day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th
day. The penalty for a breach of Section 8(n) shall be an in crease of the outstanding principal amounts by 20%.
Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall
be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example,
if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion
discount is 50% the Holder may elect to convert future conversions at $0.005 per share.


 


If
the Holder shall commence an action or proceeding
to enforce any provisions of this Note, in cluding, without limitation, engaging an attorney, then if the Holder prevails in such
action, the Holder shall be reimbursed by the Company for its attorneys' fees and other costs and expenses incurred in the investigation,
preparation and prosecution of such action or proceeding.


 


Make-Whole
for Failure to Deliver Loss. At the Holder's election, if the Company fails for any reason to deliver to the Holder the conversion
shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs
a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to
the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:


 


Failure
to Deliver Loss = [(Highest VWAP price for the 30 trading days on or after the day of


exercise)
x (Number of conversion shares)]


 


The
Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day
from the time of the Holder's written notice to the Com pany.


 


9.                  
In case any provision
of this Note is held by a court of competent jurisdic- tion to be excessive in scope or otherwise invalid or unenforceable, such
provision shall be ad justed rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the
validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.


 


10.             
Neither this Note nor any term hereof may be amended, waived, dis- charged or terminated other than by a written instrument signed
by the Company and the Holder.


 


11.             
The Company represents that it is not a "shell" issuer and has never been a "shell" issuer or that if it previously
has been a "shell" issuer that at least 12 months have passed since the Company has reported form IO type information
indicating it is no longer a "shell issu er. Further. The Company will instruct its counsel to either (i) write a 144 opinion
to allow for salability of the conversion shares or (ii) accept such opinion from Holder's counsel.


 


12.          
The Company shall issue irrevocable transfer agent instructions reserving 250,227,000 shares of its Common Stock for conversions
under this Note (the "Share Reserve"). Upon full conversion of this Note, any shares remaining in the Share Reserve
shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. If
such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price.
The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted.
The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer
agent to provide the out standing share information to the Holder in connection with its
conversions.


 


13.             
The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits,
recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.


 


14.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable provision shall automati cally be revised to equal the maximum rate of interest or other amount deemed interest
permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim
or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest
on this Note.


 


15.
This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to
be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder
and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State
of New York or in the Federal courts sitting in the county or city of New York. This Agreement may be executed in counterparts,
and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.


 


 IN
WITNESS WHEREOF, the Company has caused this Note to be duly execut ed by an officer thereunto duly authorized.


 




	Dated: July 22, 2019	 	 
	 	 	 
	 	 	 
	 	By:
     	/s/ David R. Koos
	 	Title:
     	David R. Koos, Chairman & Secretary
	 	 	 



 



 






    	 	1	 



     


    

 


EXHIBIT
A


 


NOTICE
OF CONVERSION


 


(To
be Executed by the Registered Holder in order to Convert the Note)


 


The
undersigned hereby irrevocably elects to convert $ of the above Note into Shares
of Common Stock of Regen Biopharma, Inc. ("Shares") accord- ing to the conditions set forth in such Note, as of the
date written below.


 


If
Shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.


 





	Date of Conversion:	 
	Applicable Conversion Price:	 
	Signature:	 
	 	[Print
    Name of Holder and Title of Signer]
	Address:	 
	 	 
	 	 
	SSN or EIN:	 
	Shares are to be registered in the following
    name:	 
	 	 
	Name:	 
	Address:	 
	Tel:	 
	Fax:	 
	SSN or EIN:	 
	 	 
	Shares are to be sent or delivered to the following
    account:	 
	 	 
	Account Name:	 
	Address:	 
	 	 





 









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