TIES 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): ~~December 9~~June 12, ~~2022~~2023

SYBLEU INC.

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

Wyoming	4585-~~5192997~~1412307
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Commission File No. 333-248059

~~4700~~1034 ~~Spring~~Throgss ~~Street, St~~Neck ~~304~~Expressway, ~~La Mesa~~ Bronx, ~~California~~NY ~~91942~~10465

(Address of Principal Executive Offices)

(~~619~~800) ~~227~~807-~~9192~~4631

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None None 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 58.~~02,~~01 ~~Departure~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer~~Events.

~~Resignation~~On June 12, 2023 Sybleu Inc. (the “Company”) entered into a Letter of Intent ( “LOI”) with DYO Biotechnologies, Pty, Ltd (“DYO”) whereby DYO shall grant to the Company an exclusive license (including the right to grant and authorize sublicenses through multiple tiers) under the Patent Rights and the Technology: (a) to make, have made, use, offer for sale, sell, perform, have performed export and import Licensed Products and Licensed Services; (b) to practice Licensed Methods; and (c) to use Technology, all in the Field, within the Territory and during the Term (the “License”). Ownership of and patent rights to any Licensed Product, Licensed Method or Licensed Service developed by the Company shall belong exclusively to the Company.

~~Effective~~The ~~December~~terms 13Patent Rights, ~~2022~~Licensed ~~David~~Methods, ~~Koos~~Licensed ~~shall~~Products, ~~resign~~Licensed asService, aTechnology, ~~Director~~Field ~~of SYBLEU INC~~ and ~~shall~~Territory ~~also~~are ~~resign~~defined ~~from~~as any and all other offices he may hold of SYBLEU INC (“Resignation”) . In connection with his Resignation Koos has returned any and all common shares directly or indirectly held by Koos to SYBLEU INC. for cancellation. Also in connection with his Resignation Koos and SYBLEU INC have entered into an agreement ( “Separation Agreement”) whereby SYBLEU INC shall pay Koos the sum of $10,000.follows:

~~Effective~~“Field” ~~December~~is ~~13,~~defined ~~2022~~as ~~David~~small ~~Koos~~molecule ~~shall~~drug nodevelopment ~~longer~~for behuman ~~affiliated with the Company. David Koos shall not be employed by the Company , David R. Koos shall not be a Director of the Company and David R. Koos shall not directly~~ or ~~indirectly~~animal ~~own any of the securities of the Company~~health.

~~The foregoing~~“Licensed ~~description~~Method” ~~of the Separation Agreement~~ is ~~not~~defined ~~complete and is qualified in its entirety by reference to the text of the Separation Agreement , which is attached to this Current Report on Form 8-K~~ as ~~Exhibit~~any ~~10.1~~method ~~and~~or ~~incorporated~~process inthat ~~this~~uses ~~Item 5.02 by reference.~~Technology

~~Appointments~~“Licensed Products” is defined as any product, kit, composition, or part thereof: (a) that incorporates, uses, or is enabled or derived from the use of the Technology; or (b) that is produced or enabled by a Licensed Method.

~~On December~~“Licensed 9,Service” ~~2022~~is ~~Joseph~~defined G.as ~~Vaini~~any ~~was~~service ~~appointed~~performed ~~Chairman~~by ~~and~~Company ~~Sole~~or ~~Director~~sublicensee offor ~~SYBLEU~~the ~~INC~~benefit ~~effective~~of ~~December~~a ~~13,~~third ~~2022.~~party ~~On December 9~~that, ~~2022~~in ~~Joseph G.~~whole ~~Vaini~~or ~~was~~in ~~appointed Chief Executive Officer~~part, (a) ~~Chief~~uses ~~Financial~~Technology; ~~Officer,~~(b) ~~President,~~uses ~~Secretary,~~Licensed ~~Treasurer~~Product(s); ~~and~~or ~~Chief~~(c) ~~Accounting~~that ~~Officer of~~practices ~~SYBLEU~~or ~~INC~~is ~~effective~~enabled ~~December~~by ~~13,~~a ~~2022~~Licensed Method.

~~Joseph~~“Patent G.Rights” is ~~Vaini,~~defined ~~60, has served~~ as ~~Chief~~DYO’s ~~Financial~~right ~~Officer~~in any of ~~SYBLEU INC since July21,2020. For~~ the ~~past~~following: ~~ten years Mr. Vaini has been~~ (a) ~~freelance independent~~any ~~consultant~~US ~~assisting~~patents ~~microcap~~and ~~companies~~patent inapplications ~~complying~~disclosing ~~with securities laws~~ and ~~regulation as well as assisting companies in~~claiming the ~~preparation~~inventions, ofinvented ~~GAAP~~by ~~compliant~~Inventors, ~~financial~~assigned ~~statements.~~to ~~Over~~DYO, ~~the~~and ~~past~~filed ~~five~~by ~~years~~DYO; ~~Mr.~~(b) ~~Vaini~~applications ~~has~~that ~~provided~~claim ~~consulting~~priority ~~services~~thereto, toand ~~Bio- Matrix~~continuing ~~Scientific~~applications ~~Group,~~thereof ~~Inc.,~~including ~~Regen Biopharma~~divisions, ~~Inc.~~ substitutions, ~~Entest Group~~continuations, ~~Inc.,~~ and ~~Zander~~continuations-in-part ~~Therapeutics,~~(but ~~Inc.~~only ~~Regen~~to ~~Biopharma,~~extent ~~Inc.~~the ~~and~~claims ~~Zander Therapeutics,~~thereof ~~Inc.~~ are ~~currently~~enabled ~~under~~by ~~common~~disclosure ~~control with SYBLEU INC. however such common control will no longer exist upon commencement~~ of ~~Mr.Vaini’s term~~the asparent ~~Chief~~application); ~~Executive~~(c) ~~Officer.~~any ~~Mr.~~patents ~~Vaini~~issuing ~~does~~on ~~not~~such ~~possess~~applications, aincluding, ~~college~~without ~~degree.~~limitation, ~~Mr. Vaini worked as a registered securities representative~~reissues, ~~holding~~renewals, areexaminations ~~Series~~and 7extensions; and ~~Series~~(d) 63any ~~License~~corresponding ~~between~~foreign ~~1989~~applications ~~and~~or ~~1995~~patents.

~~On December~~“Term” 9,is ~~2022~~defined ~~Harry~~as ~~Lander,~~the ~~Ph.D.,~~period ~~M.B.A~~of ~~was~~time ~~appointed~~beginning ~~Chief~~on ~~Scientific~~the ~~Officer~~effective date of ~~SYBLEU~~any ~~INC.~~definitive ~~effective~~agreement ~~December~~and ~~9,2022~~terminating on the last to expire Royalty Term. .

~~Harry~~“Royalty Term” ~~Lander~~is defined as the period of time beginning on the first commercial sale of a Licensed Product in a given country and, expires 57on a country-by-country basis with respect to each Licensed Product, ~~previously~~upon ~~served~~the later of: (a) the expiration, abandonment, or invalidation of the last to expire, abandoned or invalidated valid claim of the Patent Rights in such country; (b) the ~~following~~expiration ~~positions:~~of any granted statutory period of marketing exclusivity within a country; and (c) 12 years from of the date of the first commercial sale of such Licensed Product in such country.

Organization:	Title:	Dates:	Primary Business
Dyo Biotechnologies	Managing Director	January 2019 to the Present	Drug Manufacturing and Laboratory Testing
Free Solo Therapeutics, Inc.	Chief Executive Officer, Director	May 2021 to the present	Vascular biology organ regeneration company
Capo Therapeutics, Inc.	Chief Executive Officer, Director	May 2019 to May 2022	Neurodegenerative disease vaccine company
Regen BioPharma, Inc.	President and Chief Scientific Officer	October 2015 to January 2019	Cancer Therapies
Zander Therapeutics, Inc.	President and Chief Scientific Officer	October 2017 to January 2019	Veterinary Therapies

“Territory” is defined as worldwide

~~Education:~~“Technology” is defined as technical information and know-how existing prior to the effective date of any definitive agreement which may be entered into by and between DYO and the Company relating to the Invention.

M“Invention” is defined as an Artificial intelligence/machine learning engine designed to utilize existing chemical library structures in an integrated model to predict highly specific and sensitive novel chemical structures for molecular targets.~~B.A.,~~ DYO warrants and represents that DYO ~~Finance~~possesses all proprietary rights, ~~2001~~including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to the Invention.

The Stern School of Business, New York, University, New York, NY

Ph.D., Biochemistry, 1992

Cornell University Graduate School of Medical Sciences, New York, NY

B.S., Biochemistry and B.A., Chemistry, 1987

State University of New York at Stony Brook, Stony Brook, NY

Item 1.01 Entry into a Material Definitive Agreement

On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Joseph G. Vaini (“Vaini”) whereby Vaini has agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Vaini shall perform such duties commensurate with his offices and as directed the BOD.

The Term of this Agreement shall commence on December 13, 2022 and shall expire on December 13, 2023 unless sooner terminated in accordance with specified provisions contained therein.

As sole compensation for performing his duties pursuant to the Agreement Vaini shall receive 3,000,000 of the Common Shares of the Company ( “Vaini Stock Payment”).Vaini has agreed that for a period of three years from December 9, 2022 Vaini shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Vaini stock payment.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.

On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Harry Lander (“Lander”) whereby Lander has agreed to serve as Chief Scientific Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Lander’s duties will include:

Identifying and introducing to the Company Contract Research Organizations

Identifying and introducing to the Company potential strategic partners

Identifying and introducing to the Company potential members for the Company’s Scientific Advisory Board

Assisting the Company in patent application and prosecution.

The Term of this Agreement shall commence on December 9, 2022 and shall expire on December 8, 2025 unless sooner terminated in accordance with specified provisions contained therein.

As sole compensation for performing his duties pursuant to the Agreement Lander shall receive 3,000,000 of the Common Shares of the Company (“Lander Stock Payment”).Lander has agreed that for a period of three years from December 9, 2022 Lander shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Lander stock payment.

Item 5.01 Changes in Control

Due to the events described in Items 5.02 and 1.01 of this Current Report on Form 8-K the Board of Directors of the Company has concluded that a change of control of the Company shall occur as of December 13, 2022.

~~SIGNATURE~~It is contemplated that the following consideration shall be paid to DYO be Company pursuant to the License:

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.

A. License Issue Fee:

Company shall pay DYO $25,000, payable within 30 days after the effective date of the License contemplated to be granted (“Effective Date) , and $125,000 payable upon the earlier of a) the closing of an arm’s length equity financing with investors raising at least $2 Million in net proceeds to Company or b) at the first-year anniversary of the Effective Date.

B. Equity:

Company will issue DYO Founders its common stock by means of a Common Stock Purchase Agreement with usual and customary Company representations and warranties to be executed concurrently with the Agreement.

3% equity in the Company

C. License Maintenance Fees: Until the first commercial sale of the first Licensed Product, Company will pay to DYO on each anniversary of the Effective Date the applicable license maintenance fees listed below, with the last year pro-rated:

Date

PAYMENT

1^st- 3^rd anniversary of Effective Date

$10,000

4^thanniversary of Effective Date

$15,000

5^thand each anniversary of Effective Date

$25,000

6^thanniversary of Effective Date

$35,000

7^thanniversary of Effective Date

$50,000

8^thanniversary of Effective Date and each anniversary thereafter

$75,000

D. Milestone Payments. Company will pay DYO the following non-creditable milestone payments for each Licensed Product whether such milestone is achieved by Company or its Sublicensee:

Milestone

AMOUNT

1. Dosing of a first patient or animal in a Phase I or Phase I/II Clinical Trial for Licensed Product

$150,000

2. Dosing of a first patient in a Phase III Clinical Trial for Licensed Product

$500,000

3. FDA (US) Approval of a Licensed Product

$3,000,000

4. EMA (EU) Approval of a Licensed Product

$1,500,000

5. PMDA (JPN) Approval of a Licensed Product

$1,000,000

6. Cumulative Net Sales of Licensed Products reach $100 Million

$2,000,000

Such milestone payments shall be due within thirty (30) days of achievement of the event. If a particular Licensed Product is not required to undergo the event associated with a particular milestone for such Licensed Product (a “Skipped Milestone”) such Skipped Milestone will be deemed to have been achieved upon the occurrence the next successive milestone with respect to such Licensed Product).

E. Pediatric Voucher. Company will pay DYO ten percent (10%) of any consideration received from a sale or transfer to a third party of a Pediatric Voucher issued by the FDA to Company as the sponsor of an IND or marketing approval for a Licensed Product.

F. Earned Royalty: Company will pay DYO an earned royalty on Net Sales of Licensed Products by Company, and Sublicensees. Royalties are payable on an annual worldwide Net Sales basis cumulative for each calendar year with an annual gross-up (if required) to reflect the actual royalty tier achieved for the applicable calendar year.

If Company must obtain a license from a third party to avoid infringement of such third party’s patent rights in order to manufacture, use, or commercialize a given Licensed Product and, if the royalties required to be paid to such third party for such license, together with those royalties payable to DYO under the Agreement in aggregate exceed 5% Net Sales for such Licensed Product then the royalty owed to DYO for said Licensed Product will be reduced by an amount calculated as follows:

R=(C*(A/(A+B)))

Where

R=reduction of DYO royalty

A= undreduced DYO royalty

B=sum of all Third Party royalties

C=increment of projected total royalty above 5%

G. Sublicense Consideration: Company will pay DYO sublicense fees on the applicable percentage of all Sublicense Consideration received by Company from its Sublicensees, according to the following schedule:

EVENT ACHIEVED BY COMPANY PRIOR TO EXECUTION OF A SUBLICENSE BY LICENSEE (for the Licensed Product that is the subject of the Sublicense)

PERCENTAGE OF SUBLICENSEE CONSIDERATION PAYABLE TO DYO

1. Prior to filing of first IND

40%

2. After filing of first IND but prior to dosing of a first patient in a Phase III Clinical Trial of Licensed Product

20%

3. After dosing of a first patient in a Phase III Clinical Trial and prior of first commercial sale of first Licensed Product

15%

4. After first commercial sale of first Licensed Product

10%

H. Minimum Annual Royalties: Beginning in the calendar year of commercial sales of the first Licensed Product by Company, or a Sublicensee and if the total earned royalties paid by Company in any such year cumulatively are less than the applicable Minimum Annual Royalty in the table below, then Company shall pay to DYO the difference between the applicable Minimum Annual Royalty and the total earned royalty paid by Company for such year.

CALENDAR YEAR

MINIMUM ANNUAL ROYALTY

1^st

$50,000

2^nd

$100,000

3^rd

$250,000

4^thand beyond

$300,000

	SYBLEU INC.
Dated: December 12, 2022	By: /s/ David Koos
	David Koos
	Chief Executive Officer

It is also contemplated that the Company shall agree that within 30 days of raising USD $2 million the Company will enter into a research collaboration agreement with DYO to immediately begin utilizing these funds to enable the Technology for the benefit of developing Company’s existing and future small molecule drug intellectual property. It is anticipated that this research agreement will utilize substantially all of these funds over two years. All results, discoveries, intellectual property and chemical structures resulting from this Research Agreement will be the exclusive property of the Company.

The term of this LOI is ninety days from the date of execution of the LOI(“LOI Term”). DYO and the Company agree to negotiate in good faith to enter into a mutually acceptable definitive agreement with regard to the subject matter contemplated by the LOI until the completion of the LOI Term

Pursuant to the LOI the Company shall be granted the opportunity to perform due diligence on DYO and the Technology during the LOI Term.

Dr. Harry Lander serves as Chief Scientific Officer of the Company and is a shareholder of the Company. Dr. Harry Lander also serves as Managing Director of DYO and is a controlling shareholder of DYO.

Other than as to confidentiality, due diligence and good faith provisions of the LOI the parties agree that the LOI does not constitute a binding commitment by either party with respect to any transaction. The non-binding provisions of the LOI reflect only the parties’ current understanding of the contemplated transaction, and a binding contract will not exist between the parties unless and until they sign and deliver a mutually acceptable definitive agreement. Other than to impose a duty to the parties to negotiate in good faith and to not disclose Confidential Information, no obligations of one party to the other or liability of any kind shall arise from executing this Letter or its taking or refraining from taking any actions relating to the proposed transaction.

The transaction contemplated by the LOI is contingent upon the execution of one or more mutually acceptable definitive agreements between the parties. No assurance can be given that any such agreements shall be executed or, if executed, shall not contain terms and conditions materially different from the terms and conditions currently contemplated.

The foregoing description of the abovementioned LOI is not complete and is qualified in its entirety by reference to the text of the abovementioned LOI , which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

Item 9.01 Exhibits.

Exhibit No.	Description of Exhibit
99.1	Letter of Intent

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.

	SYBLEU INC.

Dated: June 20, 2023	By: /s/ Joseph G. Vaini

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