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): ~~September~~December 1716, 2019

ZANDER THERAPEUTICS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	47-4321638
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission File No. 333-220790

4700 Spring Street, St 304, La Mesa, California 91942

(Address of Principal Executive Offices)

(619) 702 1404

(Issuer’s telephone number)

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

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

☐ Soliciting material pursuant to Rule 14a-12 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))

~~Item~~On 1December 16, 2019 Zander Therapeutics, Inc.01 ~~Entry~~(“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”) entered into aan ~~Material~~agreement (“Agreement.”) whereby:

~~On September~~1) ~~17,~~Zander ~~2019~~shall ~~Zander~~return ~~Therapeutics~~for cancellation 194,285,714 ~~Inc.~~shares ~~(“Zander”)~~of ~~and~~the ~~Klinton~~Series A. ~~Klaas~~Preferred stock of Regen (“~~Klaas~~Conversion Shares”) ~~entered~~acquired ~~into~~by ~~an agreement~~Zander ~~whereby~~through ~~Klass~~conversion ~~has~~of ~~agreed~~$340,000 toof ~~loan~~principal indebtedness of a $350,000 convertible note payable issued by Regen to Zander. Subsequent to this event the principal amount ofdue to Zander by Regen pursuant to the Convertible Note shall be $4350,000~~,000~~ ~~(“Klaas~~which shall be applied pursuant to the Agreement”).

~~Pursuant~~ 2) A $35,000 one time charge due to Zander by Regen (“One Time Charge”) shall be applied pursuant to the Agreement:.

1.3) On$75,900 orof ~~before~~principal ~~October~~indebtedness 25due to Regen by Zander and $4,328 ~~2019~~of ~~Klaas~~accrued ~~shall~~but ~~loan~~unpaid interest due by Regen to Zander ~~the~~shall ~~amount~~be ofapplied ~~$4,000,000~~pursuant ~~US.~~to ~~(“Loan”)~~the Agreement.

2.The Agreement ~~Zander~~defines ~~shall~~the ~~utilize~~aggregate of $350,000 pf principal indebtedness due pursuant to the ~~proceeds~~Convertible ofNote, the ~~Loan~~One Time Charge, $75,900 of principal indebtedness due to ~~(a)pay~~Regen aby Zander and $~~750~~4,~~000~~328 ~~fee~~of toaccrued ~~Mass~~but ~~Equity~~unpaid ~~Ventures~~interest ~~LLC~~due ~~(“MEV~~by ~~Fee”)~~Regen ~~and~~to ~~(b)~~Zander ~~for~~as ~~working~~the Aggregate ~~capital.~~Debt of which

3.(a)$42,000 of In the ~~event~~Aggregate ~~proceeds~~Debt ~~from~~shall ~~the~~be ~~Loan~~applied ~~are~~against ~~not~~past ~~utilized~~due topayments ~~pay~~payable ~~the~~by ~~MEV~~Zander ~~Fee~~pursuant onto orthat ~~before~~June ~~November~~23, 12015 agreement , as ~~2019~~amended, (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and license for the development ~~full~~and ~~amount~~commercialization of ~~the~~certain ~~Loan~~intellectual ~~shall~~property becontrolled ~~repaid~~by toRegen ~~Klaas~~for non-human veterinary therapeutic use for a term of fifteen years.

4.(b) $423,228 Inof the ~~event~~Aggregate ~~that:~~Debt shall be a prepayment of payments payable by Zander pursuant to the License Agreement.

~~(a)~~The Aggregate ~~Zander~~Debt ~~pays~~shall ~~the~~be ~~MEV~~applied ~~Fee~~to past due and upcoming annual License Agreement Payments as follows:

(b) the MEV Transaction ( as such term is defined in the Klaas Agreement) results in an initial advance being received by Zander from Mass Equity Ventures LLC in excess of $12,000,000 US on or before December 1, 2019, then within three days from actual receipt by Zander of the initial advance by Mass Equity Ventures LLC , Zander shall:

I.annual License ~~Repay~~Agreement ~~the~~Payments ~~Loan.~~consist of:

~~II.~~(a) ~~Pay~~an ~~consideration~~annual tonon-refundable ~~Klaas~~payment of ~~an additional~~ $1100,~~200,~~000. and

~~The MEV~~(b) ~~Transaction is defined in the Klaas Agreement as~~ a ~~transaction~~minimum ~~whereby~~royalty ~~Mass Equity Ventures LLC would provide cash financing to Zander in the amount~~ of $6010,000,000. Zander has not as of the date of this document entered into a definitive agreement with Mass Equity Ventures LLC regarding the MEV Transaction. (“MEV Agreement”). No assurance can be provided by Zander that the MEV Agreement will be executed or that, in the event that the MEV Agreement is executed, the MEV Agreement will contain terms and conditions favorable to Zander.

~~The~~In ~~foregoing description of~~ the ~~abovementioned~~event ~~Klaas~~that ~~Agreement~~for isany ~~not~~reason ~~complete~~other ~~and~~than isas ~~qualified~~a inresult ~~its entirety by reference to the text~~ of ~~the~~deliberate ~~abovementioned~~action ~~agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01~~ by ~~reference.~~either of:

(a)

Regen

(b)

a subsidiary ( wholly or partially owned) of Regen

(c)

an agent of Regen

(d)

KCL

(e)

a subsidiary ( wholly or partially owned) of KCL

(f)

an agent of KCL

Zander’s rights or privileges pursuant to the License Agreement are diminished or impaired then, upon written demand by Zander, Regen and KCL shall become jointly and severally liable to Zander for an amount in cash equal to that portion of the Aggregate Debt which constitutes prepayments of License Agreement Payments which have not yet become due.

In the event that as a result of deliberate action by either of:

(a)

Regen

(b)

a subsidiary ( wholly or partially owned) of Regen

(c)

an agent of Regen

(d)

KCL

(e)

a subsidiary ( wholly or partially owned) of KCL

(f)

an agent of KCL

(a)

the total Aggregate Debt of $465,228

(b)

simple interest on the Aggregate Debt of 10% per annum to be calculated from the effective date of this Agreement to the date of actual payment pursuant to this Section 5

(c)

a penalty payment of $ $150,000.

On December 17, 2018 Regen, KCL and Zander entered into a License Assignment And Consent agreement whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto. KCL is a wholly owned subsidiary of Regen and Regen acknowledges that Regen will benefit from any payments made to KCL.

The foregoing description of the abovementioned Agreement is not complete and is qualified in its entirety by reference to the text of the abovementioned agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference. Regen, KCL and Zander are under common control. David Koos serves as Chief Executive Officer and Chairman of the Board of Zander, Regen and KCL. Todd S. Caven serves as Chief Financial Officer and is a Director of Zander, Regen and KCL.

Item 9.01 Exhibits.

Exhibit No.		Description of Exhibit
10.1		~~KLAAS~~ AGREEMENT

SIGNATURE

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.

	ZANDER THERAPEUTICS, INC.
Dated: September 18, 2019	By: /s/ David Koos
Dated: December 16, 2019	By: /s/ David Koos
	David Koos
	Chief Executive Officer

$42,000 USD

$110,000 USD

$110,000 USD

$110,000 USD

$93,228 USD

$465,228 USD

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