Regnum Corp. Form 8-K Current Report Filed 2022-10-13

Date of Report (date of earliest event reported): October 13, 2022 (October 7, 2022)

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:

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).

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. ☐

As previously reported on a Form 8-K filed on October 13, 2021, on October 8, 2021, Regnum Corp, (“Regnum”) issued a convertible promissory note (the “Note”) in the principal amount of US$1,500,000 to its principal shareholder, Phoenixus AG (“Phoenixus”), to support clinical development and general expenses. The principal amount of the Note bears interest at the rate of 3% per annum, payable on maturity or conversion. The Note was scheduled to mature on October 7, 2022, unless earlier repurchased or converted. Phoenixus has an option to convert the principal and accrued interest under the Note into shares of Regnum common stock at US $0.40 per share, upon Regnum completing an equity financing of at least an additional US $5,000,000 in the aggregate. To date, no such financing has occurred.

On October 7, 2022, Regnum and Phoenixus entered into an Amendment No. 1 to the Note (the “Note Amendment”) to memorialize their agreement to extend the maturity date of the Note from October 7, 2022 to April 7, 2023. Except as modified by the Note Amendment, the Note shall remain in full force and effect.

The above description of the Note Amendment is qualified in its entirety by reference to the full text of such Note Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 2.03.

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.

This Amendment No. 1 to Convertible Promissory Note (this “Amendment”), dated as of October 7, 2022 (the “Amendment Date”), amends that certain Convertible Promissory Note, dated as of October 7, 2021 (the “Note”), by and between Regnum Corp. (the “Company”) and Phoenixus AG (the “Holder”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note.

WHEREAS, pursuant to Section 8 of the Note, the Holder and the Company (the “Parties”) may amend the Note by executing an amendment in writing; and

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

(a) Section 1(a) of the Note is hereby deleted in its entirety and replaced with the following:

Unless converted as provided in Section 2, and except as set forth in Section 1(a)(i), this Note will mature and may become due and payable upon demand on April 7, 2023 (the “Maturity Date”) as set forth in the following sentence. In the event that the Note remains outstanding at the Maturity Date, then at any time after the Maturity Date the Holder may, by written notice to the Company, demand the prompt payment of all unpaid principal and interest under the Note; the Note shall then become due and payable ten (10) days after the Company’s receipt of such written demand (such date, the “Payment Date”). Subject to Section 2 below, interest shall accrue on this Note but shall not be due and payable until the Payment Date.

2. Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law and any disputes relating thereto or arising therefrom shall be heard and addressed by the federal or state courts located in New York County in the State of New York.

3. Full Force and Effect. Except as amended hereby, the Note shall remain in full force and effect.

4. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement. Signature pages delivered by facsimile or in .PDF format shall be valid as originals for all purposes hereof.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

	COMPANY

	REGNUM CORP.

	By:	/s/ Anne Kirby
		Name: Anne Kirby
		Title: Chief Executive Officer

	HOLDER

	PHOENIXUS AG

	By:	/s/ Averill L Powers
		Name: Averill L. Powers
		Title: Chief Executive Officers

Exhibit		Description
4.1		Amendment No. 1 to Convertible Promissory Note.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

Cover	Oct. 07, 2022
Cover [Abstract]
Entity Registrant Name	Regnum Corp.
Entity Central Index Key	0001716324
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Oct. 07, 2022
Entity Ex Transition Period	false
Entity Incorporation State Country Code	NV
Entity File Number	333-222083
Entity Tax Identification Number	82-0832447
Entity Address Address Line 1	600 Third Avenue
Entity Address Address Line 2	19th Floor
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10016
City Area Code	877
Local Phone Number	313-2232
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false

	REGNUM CORP.

Dated: October 13, 2022	By:	/s/ Anne Kirby
	Name:	Anne Kirby
	Title:	Chief Executive Officer