UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 3, 2022
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REGNUM CORP. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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333-222083 |
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82-0832447 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
600 Third Avenue, 19th
New York, NY 10016
(Address of Principal Executive Offices)
(917) 647-1498
Registrant’s telephone number, including area code
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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)) |
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Item 1.01. Entry into a Material Definitive Agreement.
Commercialization and License Agreement
On January 3, 2022, Regnum Corp. (“Regnum”), CytoDyn Inc. (“CytoDyn”), and SevenScore Pharmaceuticals, LLC (“SevenScore”) entered into an Assignment and Assumption Agreement (“Assignment”) of the Commercialization and License Agreement (the “License Agreement”) and a Supply Agreement (the “Supply Agreement”) executed between Vyera Pharmaceuticals, LLC, a Delaware limited liability company (“Vyera”) and CytoDyn on December 17, 2019. Through the Assignment, Regnum has the exclusive right to commercialize pharmaceutical preparations containing leronlimab (PRO 140) (the “Product”) for treatment of HIV in humans (the “Field”) in the United States (the “Territory”). In exchange for these agreements SevenScore will receive 4,094,023 shares of Regnum
Pursuant to the terms of the License Agreement, and subject to the conditions set forth therein, Regnum will bear the cost of, and be responsible for, among other things, commercializing the Product in the Territory and will use commercially reasonable efforts to commercialize the Product in the Field in the Territory. Under the terms of the License Agreement, CytoDyn is permitted to license the Product outside of the Territory for uses in the Field or outside the Field or inside the Territory for uses outside of the Field.
Regnum is obligated to pay CytoDyn potential milestone payments upon certain regulatory and sales-based milestones. In addition, during the term of the agreement, Regnum is obligated to pay CytoDyn a royalty equal to 50% of the Regnum’s gross profit margin from Product sales (defined in the License Agreement as “Net Sales”) in the Territory. The royalty is subject to reduction during the Royalty Term after patent expiry and expiry of regulatory exclusivity. Following expiration of the Royalty Term, Regnum will continue to maintain non-exclusive rights to commercialize the Product.
The License Agreement will expire upon the expiration of the Royalty Term. The “Royalty Term” means the period beginning on the date of the first commercial sale of the Product and ends on the latest of (i) the expiration of the last valid claim of the patents covering the Product, (ii) ten years after the first commercial sale of the Product, (iii) the expiration of regulatory exclusivity for the Product and (iv) the Biosimilar Entry Date (as defined in the License Agreement). The License Agreement may be terminated by either party for material breach, upon a party’s insolvency or bankruptcy, or for a safety concern or clinical failure.
Regnum has the right to terminate the License Agreement (i) on or after the second anniversary of the effective date of the License Agreement upon written notice to CytoDyn in the event the approval (“Regulatory Approval”) by the U.S. Food and Drug Administration of the Biologics License Application for the Product for the manufacture and sale of the Product in the Territory for the Initial Indication (as defined in the License Agreement) has not been received by such second anniversary, (ii) if Regnum fails to achieve certain aggregate Net Sales (as defined in the License Agreement) of the Product during the period beginning on the date of first commercial sale and ending on the date that is two years from the date of the first commercial sale, and (iii) at Regnum’s convenience following the second anniversary of the first commercial sale of the Product with 180 days’ written notice.
The License Agreement also contains customary representations, warranties, and covenants by both parties, as well as customary provisions relating to indemnification, confidentiality, and other matters.
Supply Agreement
Pursuant to the Supply Agreement, CytoDyn has agreed to supply to Regnum the Product for commercialization under the License Agreement. The Supply Agreement contains customary representations, warranties, and covenants, including representations and warranties relating to compliance of the Product with specifications and applicable governmental rules and covenants with respect to the rejection of delivered Product and non-conforming Product, product recalls and regulatory communications.
The Supply Agreement will expire at the expiration of the Royalty Term, provided that Regnum shall have the right, in its sole discretion, to extend the term of the Supply Agreement for so long as Regnum agrees to continue to pay CytoDyn an agreed-upon royalty payment.
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Item 7.01. Regulation FD Disclosure.
Copies of the License Agreement and the Supply Agreement will be filed as exhibits in an amendment to this Current Report on Form 8-K or in a subsequent periodic report to be filed under the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
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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.
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Regnum Corp. |
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Date: January 7, 2022 |
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/s/ Anne Kirby |
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Name: Anne Kirby |
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Title: CEO |
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EXHIBIT 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment Agreement”) is made effective as of December 23, 2021 (the “Effective Time”), notwithstanding the actual date of execution hereof, by and between the following parties:
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Assignor: |
SevenScore Pharmaceuticals, LLC, a Delaware limited liability company (hereinafter referred to as “Assignor”); |
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Assignee: |
Regnum Corp., a Nevada Corporation (hereinafter referred to as “Assignee”); and |
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Counterparty: |
CytoDyn Inc., a Delaware Corporation (hereinafter referred to as “Counterparty”) |
WITNESSETH:
WHEREAS, on December 17, 2019, Counterparty and Vyera Pharmaceuticals, LLC, a Delaware limited liability company (hereinafter referred to as “Vyera”), entered into to that certain commercialization and license agreement listed in Exhibit A (as amended or otherwise modified from time to time, hereinafter referred to as the “Commercialization and License Agreement”);
WHEREAS, on December 17, 2019, Counterparty and Vyera, entered into that certain supply agreement listed in Exhibit A (as amended or otherwise modified from time to time, hereinafter referred to as the “Supply Agreement”);
WHEREAS, on October 29, 2020, Counterparty, Vyera and Assignor entered into that certain assignment and assumption agreement pursuant to which Vyera transferred, assigned and delegated to Assignor all of Vyera’s right, title, interest and duties in, to and under the Commercialization and License Agreement and the Supply Agreement and Assignor accepted such assignment and assumed any and all duties, obligations and liabilities of Vyera under the Commercialization and License Agreement and the Supply Agreement;
WHEREAS, Assignor desires to transfer, assign and delegate to Assignee all of Assignor’s right, title, interest and duties in, to and under the Commercialization and License Agreement and the Supply Agreement and Assignee desires to accept such assignment and to assume any and all duties, obligations and liabilities of Assignor under the Commercialization and License Agreement and the Supply Agreement pursuant to the terms of this Assignment Agreement;
WHEREAS, Assignor and Assignee are Affiliates, as defined in the Commercialization and License Agreement and the terms of the Commercialization and License Agreement provide that Assignor may assign the Commercialization and License Agreement without Counterparty’s consent to an Affiliate; and
WHEREAS, the terms of the Supply Agreement provide that no assignment of Assignor’s rights in and to the Supply Agreement to an Affiliate shall be effective without the prior written consent of Counterparty.
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NOW, THEREFORE, in consideration of the foregoing premises and the following mutual promises, covenants, representations and agreements contained herein, the adequacy of which is hereby acknowledged:
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(A) |
Assignor and Assignee agree as follows: |
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Assignor hereby assigns unto Assignee, effective as of the Effective Time, the Commercialization and License Agreement and all of Assignor’s rights, title and interest thereunder, and hereby assigns and delegates to Assignee all of Assignor’s liabilities, duties and obligations in, to and under the Commercialization and License Agreement as of the Effective Time hereof. |
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Assignee hereby assumes the Commercialization and License Agreement and covenants and agrees effective as of the Effective Time, to observe, pay, perform, and discharge all duties, obligations and liabilities imposed upon Assignor under the Commercialization and License Agreement in every way as if the Assignee was a party thereto, including, but not limited to, all financial and indemnification obligations |
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The delivery of this Assignment Agreement by Assignor to Counterparty shall serve as an official notice of the assignment of the Commercialization and License Agreement in the terms described above. In the event that Counterparty does not execute this Assignment Agreement for purposes of Section B below, this Assignment Agreement shall remain valid as it relates to Assignor and Assignee in connection with this Section A. |
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The Commercialization and License Agreement is hereby amended to specifically make reference to the following being Assignee’s current address and all further communication delivered pursuant to the Agreement to Assignee shall be delivered to such address: |
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Regnum Corp. |
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Attention: |
[***] |
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Address: |
600 Third Avenue, 19th Floor |
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New York, NY 10016 |
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Email: |
[***] |
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with a copy to: |
[***] |
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Address: |
600 Third Avenue, 19th Floor |
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New York, NY 10016 |
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Email: |
[***] |
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(B) |
Assignor, Counterparty and Assignee agree as follows: |
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Assignor hereby assigns unto Assignee, effective as of the Effective Time, the Supply Agreement and all of Assignor’s rights, title and interest thereunder, and hereby assigns and delegates to Assignee all of Assignor’s liabilities, duties and obligations in, to and under the Supply Agreement as of the Effective Time hereof. |
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Counterparty hereby consents and agrees to the assignment of the Supply Agreement from Assignor to Assignee as of the Effective Time and Assignee hereby assumes the Supply Agreement and covenants and agrees effective as of the Effective Time, to observe, pay, perform, and discharge all duties, obligations and liabilities imposed upon Assignor under the Supply Agreement in every way as if the Assignee was a party thereto, including, but not limited to, all financial and indemnification obligations |
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The Supply Agreement is hereby amended to specifically make reference to the following being Assignee’s current address and all further communication delivered pursuant to the Agreement to Assignee shall be delivered to such address: |
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Regnum Corp. |
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Attention: |
[***] |
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Address: |
600 Third Avenue, 19th Floor |
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New York, NY 10016 |
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Email: |
[***] |
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with a copy to: |
[***] |
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Address: |
600 Third Avenue, 19th Floor |
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New York, NY 10016 |
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Email: |
[***] |
This Assignment Agreement may be executed in multiple counterparts and shall be legal and binding upon the parties hereto the same as if each and every named party executed all counterparts. If any one or more of the provisions of this Assignment Agreement is held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, then such provision or provisions only will be deemed to be null and void and of no force or effect and will not affect any other provision of this Agreement, and the remaining provisions of this Agreement will remain operative and in full force and effect and will in no way be affected, prejudiced or disturbed.
A facsimile of this Assignment Agreement shall be legal and binding the same as an originally executed version hereof. This Assignment Agreement is binding upon and shall inure to the benefit of Assignor, Assignee and Counterparty, their respective successors and assigns.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Assignment Agreement effective as of the Effective Time.
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ASSIGNOR: |
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SEVENSCORE PHARMACEUTICALS, LLC |
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By: |
/s/ Anne Kirby |
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Name: |
Anne Kirby |
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Title: |
CEO |
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1/3/2022 |
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ASSIGNEE:
REGNUM CORP. |
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By: |
/s/ Anne Kirby |
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Name: |
Anne Kirby |
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Title: |
CEO |
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1/3/2022 |
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COUNTERPARTY:
CYTODYN INC. |
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By: |
/s/ Nader Pourhassan |
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Name: |
Nader Pourhassan |
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Title: |
President & CEO |
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SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT
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EXHIBIT A
Attached Agreements
1. Commercialization and License Agreement, effective as of December 17, 2019, by and between the Assignor and Counterparty (the “Commercialization and License Agreement”).
2. Supply Agreement, effective as of December 17, 2019, by and between the Assignor and Counterparty (the “Supply Agreement”).
EXHIBIT 10.2
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION AGREEMENT (this “Contribution Agreement”) is made effective as of January 3, 2022 (the “Effective Date”), notwithstanding the actual date of execution hereof, by and among SevenScore Pharmaceuticals, LLC, a Delaware limited liability company (“SevenScore”), Regnum Corp., a Nevada corporation (“Regnum”) and Phoenixus AG, a corporation organized under the laws of Switzerland and holder of (a) 99% of the issued and outstanding shares of Regnum, and (b) 100% of the issued and outstanding membership interest units of SevenScore (“Phoenixus”).
WITNESSETH:
WHEREAS, SevenScore, Regnum and CytoDyn Inc. (“CytoDyn”) have entered into that certain Assignment and Assumption Agreement, dated as of the date hereof (the “Assignment and Assumption Agreement”), pursuant to which (A) SevenScore assigned and delegated to Regnum all of SevenScore’s right, title, interest and duties in, to and under (i) that certain commercialization and license agreement listed on Exhibit A hereto (as amended or otherwise modified from time to time, hereinafter referred to as the “Commercialization and License Agreement”), and (ii) that certain supply agreement listed on Exhibit A hereto (as amended or otherwise modified from time to time, hereinafter referred to as the “Supply Agreement,” and together with the Commercialization and License Agreement, the “CytoDyn Assets”), and (B) Regnum accepted the CytoDyn Assets and assumed any and all duties, obligations and liabilities of SevenScore under the Commercialization and License Agreement and the Supply Agreement (collectively, the “Assumed Liabilities,” and such transactions described in sections (A) and (B) of this paragraph, the “Transfer”);
WHEREAS, for United States federal income tax purposes, it is intended that the Transfer shall qualify as a tax-free transfer of property from SevenScore to Regnum under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).
NOW, THEREFORE, in consideration of the foregoing premises and the following mutual promises, covenants, representations and agreements contained herein, the adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:
CONTRIBUTION
1.1 Contribution. In consideration for the CytoDyn Assets assigned to Regnum pursuant to the Assignment and Assumption Agreement, Phoenixus hereby transfers to SevenScore, on behalf of Regnum, 4,094,023 shares of Regnum, with an agreed upon fair market value of $1,637,609.00 (the “Contributed Shares”), and it is hereby acknowledged and agreed that the consideration for the transfer of the CytoDyn Assets from SevenScore to Regnum is the Contributed Shares and the assumption by Regnum of the Assumed Liabilities.
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1.2 Tax Free Transfer. From and after the date of this Contribution Agreement, each party hereto shall use reasonable efforts to cause the Transfer to qualify as a tax-free transfer of property under Section 351 of the Code for United States federal income tax purposes and for purposes of any income tax imposed by a State or political subdivision thereof, including but not limited to filing any tax or information returns consistent with this Contribution Agreement and attaching any statements to tax returns as may be required pursuant to Treasury Regulation Sections 1.351-3 of the Code, and shall not knowingly take any action or cause any action to be taken which could reasonably be expected to prevent the Transfer from qualifying as a tax-free transfer of property under Sections 351 of the Code for United States federal income tax purposes and for purposes of any income tax imposed by a State or political subdivision thereof.
1.3 Further Assurances. Each party shall, and shall cause its respective affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Contribution Agreement.
ARTICLE II
MISCELLANEOUS
2.1. Counterparts. This Contribution Agreement may be executed in multiple counterparts and shall be legal and binding upon the parties hereto the same as if each and every named party executed all counterparts. Delivery of an executed counterpart of a signature page to this Contribution Agreement by facsimile, email or other electronic transfer shall be effective as delivery of a manually executed counterpart to this Contribution Agreement.
2.2. Severability. If any one or more of the provisions of this Contribution Agreement is held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, then such provision or provisions only will be deemed to be null and void and of no force or effect and will not affect any other provision of this Contribution Agreement, and the remaining provisions of this Contribution Agreement will remain operative and in full force and effect and will in no way be affected, prejudiced or disturbed.
2.3. Successors and Assigns. This Contribution Agreement may not be assigned to either party hereto without the prior written consent of the other party. Subject to the foregoing sentence, all of the terms and provisions of this Contribution Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
2.4. Governing Law. All matters relating to or arising out of this Contribution Agreement (whether sounding in contract, tort of otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule of any jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Contribution Agreement effective as of the Effective Time.
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| By: | /s/ Anne Kirby | ||
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Name: |
Anne Kirby | |
| Title: | CEO | ||
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REGNUM CORP. |
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By: |
/s/ Anne Kirby |
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Name: |
Anne Kirby |
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Title: |
CEO |
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PHOENIXUS AG |
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By: |
/s/ Averill Powers |
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Name: |
Averill Powers |
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Title: |
CEO |
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SIGNATURE PAGE TO CONTRIBUTION AGREEMENT
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EXHIBIT A
CytoDyn Assets
1. Commercialization and License Agreement, effective as of December 17, 2019, by and between Sevenscore and CytoDyn (the “Commercialization and License Agreement”).
2. Supply Agreement, effective as of December 17, 2019, by and between Sevenscore and CytoDyn (the “Supply Agreement”).