UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2018
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from                  to __________
	Commission File Number: 333-146834

 

Regenicin, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada	27-3083341
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

10 High Court, Little Falls, NJ

(Address of principal executive offices)

 

(973) 557-8914

(Registrant’s telephone number)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

[ ] Yes [X] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer [ ] Non-accelerated filer

[ ] Accelerated filer [X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 153,483,050  as of August 10, 2018.

 

 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Mine Safety Disclosures	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

Our consolidated financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of June 30, 2018 (unaudited) and September 30, 2017;
F-2	Consolidated Statements of Operations for the three and nine months ended June 30, 2018 and 2017 (unaudited);
F-3	Consolidated Statements of Comprehensive Loss for the three and nine months ended June 30, 2018 and 2017 (unaudited);
F-4	Consolidated Statements of Cash Flows for the nine months ended June 30, 2018 and 2017 (unaudited); and
F-5	Notes to Consolidated Financial Statements.

 

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended June 30, 2018 are not necessarily indicative of the results that can be expected for the full year. 

 

REGENICIN, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

		June 30,				September 30,
		2018				2017
		(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash	$	1,309			$	19,201
Prepaid expenses and other current assets		9,842				60,592
Common stock of Amarantus Corporation		10,250				8,000
Total current and total assets	$	21,401			$	87,793
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$	296,360			$	280,961
Accrued expenses - other		340,121				298,476
Accrued salaries - officers		2,142,751				1,707,001
Note payable - insurance financing		3,902				37,800
Bridge financing		175,000				175,000
Loan payable		10,000				10,000
Loans payable - officer		120,222				20,000
Total current and total liabilities		3,088,356				2,529,238
STOCKHOLDERS' DEFICIENCY
Series A 10% Convertible Preferred stock, $0.001 par value, 5,500,000 shares authorized; 885,000 issued and outstanding		885				885
Common stock, $0.001 par value; 200,000,000 shares authorized; 157,911,410 issued and 153,483,050 outstanding		157,914				157,914
Additional paid-in capital		10,177,515				10,177,515
Accumulated deficit		(13,401,591	)			(12,773,831	)
Accumulated other comprehensive income		2,750				500
Less: treasury stock; 4,428,360 shares at par		(4,428	)			(4,428	)
Total stockholders' deficiency		(3,066,955	)			(2,441,445	)
Total liabilities and stockholders' deficiency	$	21,401			$	87,793

 

See Notes to Consolidated Financial Statements.

REGENICIN, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

	Nine Months				Nine Months				Three Months				Three Months
	Ended				Ended				Ended				Ended
	June 30,				June 30,				June 30,				June 30,
	2018				2017				2018				2017
	(UNAUDITED)				(UNAUDITED)				(UNAUDITED)				(UNAUDITED)
Revenues	$	—			$	—			$	—			$	—
Operating expenses
Research and development		—				5,284				—				—
General and administrative		613,389				780,288				181,937				194,966
Total operating expenses		613,389				785,572				181,937				194,966
Operating loss before other operating income		(613,389	)			(785,572	)			(181,937	)			(194,966	)
Other operating income - reversal of accounts payable		—				15,000				—				—
Loss from operations		(613,389	)			(770,572	)			(181,937	)			(194,966	)
Other income (expenses)
Interest expense		(14,371	)			(13,089	)			(4,451	)			(4,363	)
Interest income		—				4,670				—				495
Total other income (expenses)		(14,371	)			(8,419	)			(4,451	)			(3,868	)
Net loss		(627,760	)			(778,991	)			(186,388	)			(198,834	)
Preferred stock dividends		(52,955	)			(52,955	)			(17,652	)			(17,652	)
Net loss attributable to common stockholders	$	(680,715	)		$	(831,946	)		$	(204,040	)		$	(216,486	)
Loss per share:
Basic	$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.00	)
Diluted	$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding
Basic		153,483,050				153,483,050				153,483,050				153,483,050
Diluted		153,483,050				153,483,050				153,483,050				153,483,050

 

See Notes to Consolidated Financial Statements.

REGENICIN, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS 

 

	Nine Months				Nine Months				Three Months				Three Months
	Ended				Ended				Ended				Ended
	June 30,				June 30,				June 30,				June 30,
	2018				2017				2018				2017
	(UNAUDITED)				(UNAUDITED)				(UNAUDITED)				(UNAUDITED)
Net loss	$	(627,760	)		$	(778,991	)		$	(186,388	)		$	(198,834	)
Other comprehensive income (loss):
Change in unrealized gain (loss) on available-for-sale securities, net of income taxes		2,250				1,575				(3,875	)			(6,400	)
Comprehensive loss	$	(625,510	)		$	(777,416	)		$	(190,263	)		$	(205,234	)

  

See Notes to Consolidated Financial Statements.

REGENICIN, INC. AND SUBSIDIARY 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

	Nine Months				Nine Months
	Ended				Ended
	June 30,				June 30,
	2018				2017
	(UNAUDITED)				(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(627,760	)		$	(778,991	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest on notes and loans payable		13,089				13,089
Reversal of accounts payable		—				(15,000	)
Changes in operating assets and liabilities
Prepaid expenses and other current assets		50,750				40,232
Accounts payable		15,399				22,489
Accrued expenses  - other		28,556				31,330
Accrued salaries - officers		435,750				435,750
Net cash used in operating activities		(84,216	)			(251,101	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from repayment of loans from related party		—				67,268
Advances to related parties		—				(10,000	)
Net cash provided by investing activities		—				57,268
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from officers		104,108				—
Repayments of notes payable - insurance financing		(33,898	)			—
Repayment of loans from officers		(3,886	)			(13,009	)
Net cash provided by (used in) financing activities		66,324				(13,009	)
NET DECREASE IN CASH		(17,892	)			(206,842	)
CASH - BEGINNING OF PERIOD		19,201				218,847
CASH - END OF PERIOD	$	1,309			$	12,005
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—			$	—
Cash paid for income taxes	$	—			$	—

 

See Notes to Consolidated Financial Statements.

REGENICIN, INC. AND SUBSIDIARY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

NOTE 1 - THE COMPANY

 

Windstar, Inc. was incorporated in the state of Nevada on September 6, 2007. On July 19, 2010, the Company amended its Articles of Incorporation to change the name of the Company to Regenicin, Inc. (“Regenicin”). In September 2013, Regenicin formed a new wholly-owned subsidiary for the sole purpose of conducting research in the State of Georgia (together, the “Company”). The subsidiary has no activity since its formation due to the lack of funding. The Company’s original business was the development of a purification device. Such business was assigned to the Company’s former management in July 2010. The Company adopted a new business plan and intended to develop and commercialize a potentially lifesaving technology by the introduction of tissue-engineered skin substitutes to restore the qualities of healthy human skin for use in the treatment of burns, chronic wounds and a variety of plastic surgery procedures.

 

The Company entered into a Know-How License and Stock Purchase Agreement (the “Know-How SPA”) with Lonza Walkersville, Inc. (“Lonza Walkersville”) on July 21, 2010. Pursuant to the terms of the Know-How SPA, the Company paid Lonza Walkersville $3,000,000 and, in exchange, the Company was to receive an exclusive license to use certain proprietary know-how and information necessary to develop and seek approval by the U.S. Food and Drug Administration (“FDA”) for the commercial sale of technology held by the Cutanogen Corporation (“Cutanogen”), a subsidiary of Lonza Walkersville. Additionally, pursuant to the terms of the Know-How SPA, the Company was entitled to receive certain related assistance and support from Lonza Walkersville upon payment of the $3,000,000. Under the Know-How SPA, once FDA approval was secured for the commercial sale of the technology, the Company would be entitled to acquire Cutanogen, Lonza Walkersville’s subsidiary, for $2,000,000 in cash. After prolonged attempts to negotiate disputes with Lonza Walkersville failed, on September 30, 2013, the Company filed a lawsuit against Lonza Walkersville, Lonza Group Ltd. and Lonza America, Inc. (“Lonza America”) in Fulton County Superior Court in the State of Georgia.

 

On November 7, 2014, the Company entered into an Asset Sale Agreement (the “Sale Agreement”) with Amarantus Bioscience Holdings, Inc., (“Amarantus”). Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the litigation currently pending in the United States District Court for the District of New Jersey against Lonza Walkersville and Lonza America, Inc. (the “Lonza Litigation”). This includes all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company agreed to sell the PermaDerm® trademark and related intellectual property rights associated with it. The purchase price paid by Amarantus was: (i) $3,600,000 in cash, and (ii) shares of common stock in Amarantus having a value of $3,000,000 at the date of the transaction.

 

The Company used the net proceeds of the transaction to fund development of cultured cell technology and to pursue approval of the products through the FDA as well as for general and administrative expenses. The Company has been developing its own unique cultured skin substitute since the Company received Lonza’s termination notice.

 

 

NOTE 2 - BASIS OF PRESENTATION

 

Interim Financial Statements:

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2017, as filed with the Securities and Exchange Commission.

 

Going Concern:

 

The Company's consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred cumulative losses and has an accumulated deficit of approximately $13.4 million from inception, expects to incur further losses in the development of its business and has been dependent on funding operations through the issuance of convertible debt, private sale of equity securities, and the proceeds from the Asset Sale. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company used the proceeds from the Asset Sale to fund operations. Currently management plans to finance operations through the private or public placement of debt and/or equity securities. However, no assurance can be given at this time as to whether the Company will be able to obtain such financing. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Financial Instruments and Fair Value Measurement:

 

The Company measures fair value of its financial assets on a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

• Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

• Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable or inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

• Level 3 - Unobservable inputs which are supported by little or no market activity.

 

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

The carrying value of cash, prepaid expenses and other current assets, accounts payable, accrued expenses and all loans and notes payable in the Company’s consolidated balance sheets approximated their values as of June 30, 2018 and September 30, 2017 due to their short-term nature.

 

Common stock of Amarantus represents equity investments in common stock that the Company classifies as available for sale. Such investments are carried at fair value in the accompanying consolidated balance sheets. Fair value is determined under the guidelines of GAAP which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Realized gains and losses, determined using the first-in, first-out (FIFO) method, are included in net income (loss). Unrealized gains and losses considered to be temporary are reported as other comprehensive income (loss) and are included in stockholders’ equity. Other than temporary declines in the fair value of investment is included in other income (expense) on the statement of operations.

 

The common stock of Amarantus is valued at the closing price reported on the active market on which the security is traded. This valuation methodology is considered to be using Level 1 inputs. The total value of Amarantus common stock at June 30, 2018 is $10,250. The unrealized gain(loss) for the nine and three months ended June 30, 2018 was $2,250 and ($3,875), net of income taxes, respectively, and was reported as a component of comprehensive loss. The unrealized gain (loss) for the nine and three months ended June 30, 2017 was $1,575 and ($6,400), net of income taxes, respectively, and was also reported as a component of comprehensive loss.

 

Recently Issued Accounting Pronouncements:

 

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption of certain items is permitted. The Company is currently evaluating the impact of adopting this guidance.

 

All other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

 

  

NOTE 3 - LOSS PER SHARE

 

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive.

 

The following weighted average securities have been excluded from the calculation of net loss per share for the nine months ended June 30, 2018 and 2017, as the exercise price was greater than the average market price of the common shares:

 

			2018				2017
	Warrants			390,000				722,500

 

The following weighted average securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during the nine months ended June 30, 2018 and 2017:

 

	2018				2017
Options		9,270,817				9,982,469
Convertible Preferred Stock		8,850,000				8,850,000

 

The effects of options and warrants on diluted earnings per share are reflected through the use of the treasury stock method and the excluded shares that are “in the money” are disclosed above in that manner.

 

NOTE 4 – DUE FROM RELATED PARTY

 

The Company expects to purchase “Closed Herd” collagen from Pure Med Farma, LLC (“PureMed”), a development stage company in which the company’s CEO and CFO are member - owners. The Company and PureMed entered into a three-year supply agreement on October 16, 2016 naming PureMed as the exclusive provider of collagen to the Company. The Company has agreed to assist PureMed by providing consultants to work on certain tasks in order to gain FDA approval. Such consultants’ costs would be reimbursed by PureMed. On December 15, 2016, PureMed issued a note in the amount of $64,622 representing the advances for consultants through that date. Under the terms of the note, interest accrued at 8% per annum and was payable on or before December 15, 2017. The balance of the note plus accrued interest of $7,308 was repaid in full in May 2017.

   

NOTE 5 - LOANS PAYABLE

 

Loan Payable:

 

In February 2011, an investor advanced $10,000. The loan does not bear interest and is due on demand. At both June 30, 2018 and September 30, 2017, the loan payable totaled $10,000.

 

Loans Payable - Officer:

 

In September 2017, John Weber, the Company’s Chief Financial Officer, made an advance to the Company of $10,000. From November 2017 through June 2018 additional advances were made totaling $87,358. The loans do not bear interest and are due on demand.

 

In September 2017, J. Roy Nelson, the Company’s Chief Science Officer, made an advance to the Company of $10,000. From November 2017 through June 2018 additional advances totaling $12,864 were made. The loans do not bear interest and are due on demand.

 

  

NOTE 6 - BRIDGE FINANCING

 

On December 21, 2011, the Company issued a $150,000 promissory note to an individual. The note bore interest so that the Company would repay $175,000 on the maturity date of June 21, 2012, which correlated to an effective rate of 31.23%. Additional interest of 10% was charged on any late payments. The note was not paid at the maturity date and the Company is incurring additional interest as described above. At both June 30, 2018 and September 30, 2017, the note balance was $175,000. Interest expense was $13,089 for both the nine months ended June 30, 2018 and 2017. Interest expense was $4,362 for both the three months ended June 30, 2018 and 2017. Accrued interest on the note was $105,479 and $92,389 as of June 30, 2018 and September 30, 2017, respectively and is included in accrued expenses in the accompanying balance sheet.

 

NOTE 7 - INCOME TAXES

 

The Company did not incur current income tax expense for the nine months ended June 30, 2018 and 2017.

 

At June 30, 2018, the Company had available approximately $4.6 million of net operating loss carry forwards (“NOLs”) which expire in the years 2029 through 2037. However, the use of the NOLs generated prior to September 30, 2011 totaling $0.7 million is limited under Section 382 of the Internal Revenue Code. Section 382 of the Internal Revenue Code of 1986, as amended (the Code), imposes an annual limitation on the amount of taxable income that may be offset by a corporation’s NOLs if the corporation experiences an “ownership change” as defined in Section 382 of the Code.

 

On December 22, 2017, new tax legislation came into effect. The provisions are generally effective for years beginning on or after January 1, 2018. The most impactful item to the Company in the new law is the change in tax rate from 34% to 21%. This will reduce the gross deferred tax assets prior to existing full valuation allowance from an effective rate of 40% to an effective rate of 27%. The provision and disclosures for the period ended June 30, 2018 reflect the new tax legislation.

 

Significant components of the Company’s deferred tax assets at June 30, 2018 and September 31, 2017 are as follows:

 

	June 30, 2018				September 30, 2017
Net operating loss carry forwards	$	1,250,151			$	1,780,508
Unrealized loss		807,975				1,197,000
Stock based compensation		27,070				40,104
Accrued expenses		581,243				686,800
Total deferred tax assets		2,666,439				3,704,412
Valuation allowance		(2,666,439	)			(3,704,412	)
Net deferred tax assets	$	—			$	—

 

Due to the uncertainty of their realization, a valuation allowance has been established for all of the income tax benefit for these deferred tax assets.

 

At both June 30, 2018 and September 30, 2017, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2018 and September 30, 2017, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

 

The Company files its federal income tax returns under a statute of limitations. The 2014 through 2017 tax years generally remain subject to examination by federal tax authorities.

 

  

NOTE 8 - STOCKHOLDERS’ DEFICIENCY

 

Preferred Stock:

 

Series A

 

At both June 30, 2018 and September 30, 2017, 885,000 shares of Series A Preferred Stock (“Series A Preferred”) were outstanding.

 

Series A Preferred dividend rate is 8% per annum on the stated value and has a liquidation preference equal to the stated value of the shares ($885,000 liquidation preference as of June 30, 2018 and September 30, 2017 plus dividends in arrears as per below). Each share of Series A Preferred Stock has an initial stated value of $1 and is convertible into shares of the Company’s common stock at the rate of 10 for 1.

 

The Series A Preferred Stock was marketed through a private placement memorandum that included a reference to a ratchet provision which would have allowed the holders of the stock to claim a better conversion rate based on other stock transactions conducted by the Company during the three-year period following the original issuance of the shares. The Certificate of Designation does not contain a ratchet provision. Certain of the stock related transactions consummated by the Company during this time period may have triggered this ratchet provision, and thus created a claim by holders of the Series A Preferred Stock who purchased based on this representation for a greater conversion rate than initially provided. The Company is currently negotiating with some of the remaining Series A holders regarding this claim and their conversion rate of their Series A Preferred Stock. Changes to the preferred stock conversion ratio may result in modification or extinguishment accounting. That may result in a deemed preferred stock dividend which would reduce net income available to common stockholders in the calculation of earnings per share. Certain of the smaller Series A holders have already converted or provided notice of conversion of their shares. In respect of this claim, the Company and its outside counsel determined that it is not possible to offer an opinion regarding the outcome. An adverse outcome could materially increase the accumulated deficit.

 

The dividends are cumulative commencing on the issue date when and if declared by the Board of Directors. As of June 30, 2018, and September 30, 2017, dividends in arrears were $516,791 ($.58 per share) and $463,837 ($.52 per share), respectively.

 

Series B

 

On January 23, 2012, the Company designated a new class of preferred stock called Series B Convertible Preferred Stock (“Series B Preferred”). Four million shares have been authorized with a liquidation preference of $2.00 per share. Each share of Series B Preferred is convertible into ten shares of common stock. Holders of Series B Convertible Preferred Stock have a right to a dividend (pro-rata to each holder) based on a percentage of the gross revenue earned by the Company in the United States, if any, and the number of outstanding shares of Series B Convertible Preferred Stock, as follows: Year 1 - Total Dividend to all Series B holders = .03 x Gross Revenue in the U.S. Year 2 - Total Dividend to all Series B holders = .02 x Gross Revenue in the U.S. Year 3 - Total Dividend to all Series B holders = .01 x Gross Revenue in the U.S. At June 30, 2018 and September 30, 2017, no shares of Series B Preferred are outstanding.

 

  

NOTE 9 – SALE OF ASSET

 

On November 7, 2014, the Company entered into a Sale Agreement, as amended on January 30, 2015, with Amarantus. See Note 1. Under the Sale Agreement, the Company agreed to sell to Amarantus all of its rights and claims in the Lonza Litigation. These include all of the Cutanogen intellectual property rights and any Lonza manufacturing know-how technology. In addition, the Company had agreed to sell its PermaDerm® trademark and related intellectual property rights associated with it. The Company also granted to Amarantus an exclusive five (5) year option to license any engineered skin designed for the treatment of patients designated as severely burned by the FDA developed by the Company. Amarantus can exercise this option at a cost of $10,000,000 plus a royalty of 5% on gross revenues in excess of $150 million. As of June 30, 2018, the option has not been exercised.

 

NOTE 10 - RELATED PARTY TRANSACTIONS

 

The Company’s principal executive offices are located in Little Falls, New Jersey. The headquarters is located in the offices of McCoy Enterprises LLC, an entity controlled by Mr. McCoy. The office is attached to his residence but has its own entrances, restroom and kitchen facilities.

 

The Company also maintains an office at Carbon & Polymer Research Inc. ("CPR") in Pennington, New Jersey, which is the Company's materials and testing laboratory. An employee of the Company is an owner of CPR. On May 16, 2016, the Company entered into an agreement with CPR in which CPR will supply the collagen scaffolds used in the Company's production of the skin tissue. The contract contains a most favored customer clause guaranteeing the Company prices equal or lower than those charged to other customers. The Company has not yet made purchases from CPR.

 

No rent is charged for either premise.

 

NOTE 11 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date of this filing.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview  

 

We have been working for the past year on a significant debt financing which we hope to consummate within the next quarter. As previously noted, such financings are difficult to complete and cannot be relied upon. As a result, we have also been in ongoing discussions with several additional financing sources, including a foreign government related to a potential joint venture and licensing opportunity. Although it has taken much longer than anticipated, we remain strong in our expectation of success, and our focus continues to be to secure financing that will minimize shareholder dilution as much as possible.

 

Upon obtaining such funding, our operating plan involves the following:

 

We intend to finalize our IND application with the FDA in order to begin clinical trials. This will involve several steps, including the performance of certain additional independent testing as requested by the FDA, as well as updating NovaDerm’s Orphan Status with the Agency. We have already had discussions with a well-respected University to conduct these additional independent tests. All necessary materials for the tests will be produced by the same group that manufactured the material for the previous research study. A Clinical Research Organization (CRO) familiar with the NovaDerm product will assist in the independent testing as well as our preparation of the IND. We estimate it will take about six months to complete this process once financing is obtained at a cost of approximately $1.5 million for related testing, engineering runs and special equipment.

 

Upon completion of the IND, we plan to begin our clinical trial. The company has already held preliminary discussions with the FDA related to the protocol to be employed, as well as, the number of patients to be included in the trial. Phase 1 of the trial will cover 10 patients. Clinical site selections will be limited to the 150 burn centers in the U.S. Our chosen CRO will assist in the management of the trial and the materials will be produced by the same group that manufactured the material for the independent tests. The initial trial will begin with a Data Safety Monitoring Board (DSMB) review of the safety of the process as shown by the first three subjects (once they have reached 6 months post-transplant). We estimate it will take 8 - 12 months to complete this trial and direct costs will be approximately $2.0 million.

 

Management is considering various options on the ultimate commercial manufacturing facilities of NovaDerm. No final decision has been made regarding this facility at this time.

 

  

Results of Operations for the Three and Nine Months Ended June 30, 2018 and 2017

 

We generated no revenues from September 6, 2007 (date of inception) to June 30, 2018. We do not expect to generate revenues until we are able to obtain FDA approval of our product and thereafter successfully market and sell the product.

 

We incurred operating expenses of $181,937 and $613,389 for the three and nine months ended June 30, 2018, compared with operating expenses of $194,966 and $785,572 for the three and nine months ended June 30, 2017. General and administrative expenses accounted for all of our operating expenses, for the three and nine months ended June 30, 2018. General and administrative expenses account for substantially all of our operating expenses for the three and nine months ended June 30, 2017.

 

Net other expense was $4,451 and $14,371 for the three and nine months ended June 30, 2018, as compared to net other expense of $3,868 and $8,419 for the three and nine months ended June 30, 2017. Other income and expenses for the three and nine months ended June 30, 2018 consisted only of interest expenses. Other income and expenses for the same period in 2017 consisted of interest expense offset by interest income which represents the main difference.

 

After provision for preferred stock dividends of $17,652 and $52,955 for the three months and nine months ended June 30, 2018, we recorded a net loss available to common stockholders of $204,040 and $680,715 for the three and nine months ended June 30, 2018. By comparison, we recorded a net loss available to common stockholders of $216,486 and $831,946 for the three months and nine months ended June 30, 2017.

 

Liquidity and Capital Resources

 

As of June 30, 2018, we had cash of $1,309 and total current assets of $21,401. As of June 30, 2018, we had current liabilities of $3,088,356. We therefore had a working capital deficiency of $3,066,955.

 

Operating activities used $84,216 in cash for the nine months ended June 30, 2018. The decrease in cash was primarily attributable to funding the loss for the period.

 

Investing activities provided no cash nor expended cash during the reported period. We note that the value of the shares of Amarantus we obtained and which created income from that sale of assets transaction have declined significantly in value since the consummation of the agreement.

 

Cash flows from financing activities includes proceeds from loans from officers, net of repayments, of $100,222, and repayments of notes payable of $33,898. 

 

We have issued various promissory notes to meet our short term demands, the terms of which are provided in the notes to the consolidated financial statements accompanying this report. While this source of bridge financing has been helpful in the short term to meet our financial obligations, we will need additional financing to fund our operations, continue with the FDA approval process, and implement our business plan. Our long term financial needs are estimated at about $8-10 million. 

 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity or debt offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Off Balance Sheet Arrangements

 

As of June 30, 2018, there were no off-balance sheet arrangements.

 

Going Concern

 

Our consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred operating losses from inception, expect to incur further losses in the development of our business, and have been dependent on funding operations through the issuance of convertible debt and private sale of equity securities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans include continuing to finance operations through the private or public placement of debt and/or equity securities and the reduction of expenditures. However, no assurance can be given at this time as to whether we will be able to achieve these objectives. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2018. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2018, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of June 30, 2018, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending September 30, 2018 assuming we are able to obtain necessary funding: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended June 30, 2018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings 

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding which involve any of our officers, directors, or any beneficial holder of 5% or more of our voting securities that are or may be adverse to our interests or may have a material effect or interest adverse to us.

 

Item 1A. Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 

For the three months ended June 30, 2018, we issued no shares of common stock.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 formatted in Extensible Business Reporting Language (XBRL).
**Provided herewith

 

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 thereunto duly authorized.

 

	Regenicin, Inc.
Date:	August 14, 2018
By:	/s/ Randall McCoy
	Randall McCoy
Title:	Chief Executive Officer and Director