UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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~~date of earliest event reported): April ~~January~~28, 32022 (April 22, 2022)

~~REGNUM~~Regnum ~~CORP~~Corp. (Exact name of registrant as specified in ~~its~~ charter)

Nevada		333-222083		82-0832447
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

Nevada

~~600~~(State ~~Third~~or ~~Avenue,~~other ~~19th~~jurisdiction of incorporation)

333-222083

82-0832447

(Commission File

Number)

(IRS Employer

Identification No.)

600 Third Avenue, 19th Floor

New York, NY 10016

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices)

(~~917~~877) ~~647~~313-~~1498~~2232

(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:~~n/a

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17Former ~~CFR~~Name ~~230.425)~~and ☐Former ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~Address) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Commercialization~~On April 22, 2022, Regnum Corp. (the “Company”) entered into a Consulting Agreement with Robert J. Stubblefield (the “Consulting Agreement”), pursuant to which Stubblefield agreed to serve in the capacity of the Company’s Chief Financial Officer on a part-time, consulting basis. This Consulting Agreement supersedes the previous consulting agreement entered into by and ~~License~~between the Company and Stubblefield, dated as of April 7, 2021. The Consulting Agreement commenced and became effective as of April 22, 2022, and shall continue for an initial term of four (4) months (the “Initial Term”). The Initial Term may be extended, at the mutual written agreement of the Company and Stubblefield, up to two times, each for a term of an addition four (4) months, with the total term under the Consulting Agreement not to exceed twelve (12) months total.

OnPursuant ~~January 3,~~to ~~2022~~the terms of the Consulting Agreement, ~~Regnum~~Stubblefield ~~Corp.~~will ~~(“Regnum”)~~receive a compensation of $3,750.00 ~~CytoDyn~~per ~~Inc~~month on a flat fee basis. ~~(“CytoDyn”)~~Under the Consulting Agreement, Stubblefield is subject to certain obligations and ~~SevenScore~~restrictive ~~Pharmaceuticals~~covenants, ~~LLC~~including, ~~(“SevenScore”)~~but ~~entered~~not ~~into~~limited anto: ~~Assignment~~confidentiality, assignment of intellectual property rights, and ~~Assumption~~non-disparagement, among others. The Consulting Agreement ~~(“Assignment”)~~is governed by the laws of the ~~Commercialization~~State ~~and~~of ~~License~~New ~~Agreement (~~York. During the ~~“License~~Initial Term, the Consulting Agreement”) ~~and~~may abe ~~Supply~~terminated ~~Agreement~~by (the ~~“Supply~~Company ~~Agreement”)~~with ~~executed~~a ~~between~~prior ~~Vyera~~thirty ~~Pharmaceuticals,~~(30) ~~LLC~~days’ written notice, aupon ~~Delaware~~receipt ~~limited~~of ~~liability~~which ~~company~~Stubblefield ~~(“Vyera”)~~shall ~~and~~no ~~CytoDyn~~longer onhold ~~December~~the ~~17,~~title ~~2019.~~or ~~Through~~perform the ~~Assignment,~~duties ~~Regnum~~of ~~has~~the Chief Financial Officer. In the ~~exclusive~~event ~~right~~of totermination ~~commercialize~~of ~~pharmaceutical~~the ~~preparations~~Consulting ~~containing~~Agreement ~~leronlimab~~during ~~(PRO~~the ~~140)~~Initial (Term, the ~~“Product”)~~Company shall compensate Stubblefield for ~~treatment~~the entirety of ~~HIV~~the inInitial ~~humans~~Term. (Following the ~~“Field”)~~Initial inTerm, the ~~United~~Consulting ~~States~~Agreement (may be terminated either by the ~~“Territory”).~~Company Inor ~~exchange~~by Stubblefield for ~~these~~any ~~agreements~~reason, ~~SevenScore~~with ~~will~~or ~~receive~~without 4breach,~~094,023~~ ~~shares~~and ofwithout ~~Regnum~~a prior notice.

~~Pursuant~~The todescription ~~the terms~~ of ~~the~~Stubblefield’s ~~License~~Consulting Agreement, ~~and subject to the conditions~~ set forth ~~therein,~~above ~~Regnum~~is ~~will~~qualified ~~bear the cost of, and be responsible for, among other things, commercializing the Product~~ in ~~the~~its ~~Territory~~entirety ~~and~~by ~~will~~reference ~~use commercially reasonable efforts~~ to ~~commercialize~~ the ~~Product~~full intext ~~the Field in the Territory. Under the terms~~ of the ~~License~~Consulting Agreement, ~~CytoDyn~~a iscopy ~~permitted to license the Product outside~~ of ~~the~~which ~~Territory~~is ~~for~~attached ~~uses~~as inExhibit ~~the~~10.1 ~~Field~~to orthis ~~outside~~Current ~~the~~Report ~~Field~~on orForm ~~inside~~8-K, ~~the~~and ~~Territory~~is ~~for~~incorporated ~~uses~~herein ~~outside~~by ~~of the Field~~reference.

~~Regnum~~Item ~~is obligated to pay CytoDyn potential milestone payments upon certain regulatory and sales-based milestones~~9.01 InFinancial ~~addition,~~Statements 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~~Exhibits. ~~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 (id) ~~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.Exhibits

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.

Exhibit No.		Description
10.1		Consulting Agreement, dated as of April 22, 2022, by and between Regnum Corp. and Robert J. Stubblefield
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.2

~~Supply Agreement~~SIGNATURES

Pursuant to the ~~Supply~~requirements ~~Agreement,~~of ~~CytoDyn has agreed to supply to Regnum~~ the ~~Product~~Securities ~~for~~Exchange ~~commercialization~~Act ~~under~~of ~~the License Agreement. The Supply Agreement contains customary representations~~1934, ~~warranties,~~the ~~and~~registrant ~~covenants,~~has ~~including~~duly ~~representations~~caused ~~and~~this ~~warranties~~report ~~relating~~ to ~~compliance~~be ofsigned ~~the~~on ~~Product~~its ~~with~~behalf ~~specifications~~by ~~and applicable governmental rules and covenants with respect to~~ the ~~rejection~~undersigned ofhereunto ~~delivered~~duly ~~Product and non-conforming Product, product recalls and regulatory communications~~authorized.

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.

	REGNUM CORP.

Dated: April 28, 2022	By:	/s/ Anne Kirby
	Name:	Anne Kirby
	Title:	Chief Executive Officer

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

Exhibit		Description
10.1		Assignment and Assumption Agreement
10.2		Contribution Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	Regnum Corp.
Date: January 7, 2022	By:	/s/ Anne Kirby
		Name: Anne Kirby
		Title: CEO

Filing Compare · Regnum Corp.