Regen BioPharma Inc 10-Q for FY2026 Q3
Regen BioPharma Inc (RGBP)
About this 10-Q
Regen BioPharma Inc filed this 10-Q on August 17, 2026, covering the quarter ended June 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $59.07K
- unchanged from $59.07K a year earlier
- Net loss
- $637.79K
- compared with a net loss of $167.29K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission
File No.
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)
(Issuer’s telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer |
| ☒
|
|
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 12, 2026 Regen Biopharma, Inc. had common shares outstanding.
As of August 12, 2026 Regen Biopharma, Inc. had 170,081,498 shares of Series A Preferred Stock outstanding.
As of August 12, 2026 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.
As of August 12, 2026 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.
As of August 12, 2026 Regen Biopharma, Inc. had 15,007 shares of Series NC Preferred Stock outstanding.
As of August 12, 2026 Regen Biopharma, Inc. had 800 shares of Series N Preferred Stock outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes
☐ No
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS: | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, related party | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Investment securities, related party | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable | ||||||||
| Notes payable - related parties | ||||||||
| Notes payable | ||||||||
| Unearned income | ||||||||
| Derivative liability | ||||||||
| Convertible notes payable, net of unamortized debt discount | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common Stock ($ par value) authorized and and shares issued and outstanding, respectively | ||||||||
| Preferred Stock, par value, authorized | ||||||||
| Series A Preferred; authorized and and shares issued and outstanding respectively | ||||||||
| Series AA Preferred; $ par value authorized and shares issued and outstanding | ||||||||
| Series M Preferred; $ par value authorized and shares issued and outstanding | ||||||||
| Series NC Preferred; $ par value authorized and shares issued and outstanding | ||||||||
| Additional Paid in capital | ||||||||
| Other Comprehensive Income | ( | ) | ( | ) | ||||
| Retained Earnings (Deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying Notes are an integral part of these Financial Statements
| 2 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Quarter Ended | Quarter Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30,2025 | |||||||||||||
| Net revenue: | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Revenues, Related Party | ||||||||||||||||
| Net revenue | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and Development | ||||||||||||||||
| General and Administrative | ||||||||||||||||
| Consulting and Professional Fees | ||||||||||||||||
| Rent | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Profit (Loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest Expense attributable to Amortization of Discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Derivative Income (Expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Penalties | ||||||||||||||||
| Financing Fees | ||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ||||||||||
| Net profit (loss) before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax provision | ||||||||||||||||
| Net profit (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net profit attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Per common share basic and diluted: | ||||||||||||||||
| Net loss per common share, basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Number of weighted average shares - basic and diluted | ||||||||||||||||
The accompanying Notes are an integral part of the Financial Statements
| 3 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
Three Months Ended June 30, 2026
(Unaudited)
Series A Preferred | Series AA Preferred | Series NC Preferred | Common | Series M Preferred | Additional Paid-in | Other Comprehensive | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | in Capital | Income | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of the Financial Statements
| 4 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
Nine Months Ended June 30, 2026
(Unaudited)
Series A Preferred | Series AA Preferred | Series NC Preferred | Common | Series M Preferred | Additional Paid-in | Other Comprehensive | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | in Capital | Income | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award, Employee | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award, Nonemployee | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares distributed as dividend in kind | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended June 30, 2025 (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Common Stock paid as dividend | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of the Financial Statements
| 5 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | Nine Months Ended | |||||||
| June 30, 2026 | June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in derivative liability | ( | ) | ||||||
| Increase (Decrease) in Interest expense attributable to amortization of Discount | ||||||||
| Common Stock issued for Compensation | ||||||||
| Common Stock issued for Expenses | ||||||||
| (Increase) Decrease in Accounts Receivable | ( | ) | ( | ) | ||||
| (Increase) Decrease in Prepaid Expenses | ||||||||
| Increase (Decrease) in Accounts Payable | ||||||||
| Increase (Decrease) in Accrued Expenses | ||||||||
| Increase ( Decrease) in Unearned Income | ( | ) | ( | ) | ||||
| Net Cash Provided by (Used in) Operating Activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of Notes Payable to related parties | ( | ) | ||||||
| Common stock issued for cash | ||||||||
| Borrowings from notes payable to related parties | ||||||||
| Net Cash Provided by (Used in) Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | $ | ( | ) | $ | ||||
| Cash at Beginning of Period | $ | $ | ||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for income taxes | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Common Shares issued for Convertible Notes Payable | $ | $ | ||||||
| Convesion of Notes Payble to Convertible Debt | $ | $ | ||||||
| Common Shares issued for interest | $ | $ | ||||||
The accompanying Notes are an integral part of the Financial Statements
| 6 |
REGEN BIOPHARMA, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
As of June 30, 2026
1. ORGANIZATION
The Company was organized April 24, 2012 under the laws of the State of Nevada.
The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.
The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease.
The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern Matters
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles in the United States of America (“GAAP”), which assume the Company’s ongoing operations as a going concern.
The Company incurred a net comprehensive loss of $
Management intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed. There are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements. If funds from operations and any private placements, public offerings, or loans prove insufficient, the Company will need to explore alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.
Due to uncertainties related to these issues, substantial doubt persists regarding the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.
Basis of Preparation
The unaudited condensed financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in this accompanying interim unaudited condensed consolidated financial statements and footnotes. Accordingly, the accompanying interim unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 30, 2025.
| 7 |
In the opinion of management, these interim unaudited condensed consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of KCL Therapeutics, Inc., (“KCL”) a Nevada corporation and wholly owned subsidiary of Regen. Significant intercompany transactions have been eliminated.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements and the accompanying notes. Such estimates include expected credit loss on accounts receivables, accrued liabilities, income taxes, fair value of derivate liability and deferred tax valuation allowances. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.
Fair Value Measurements
The estimated fair values of financial instruments reported in the unaudited condensed consolidated financial statements have been determined using available market information and valuation methodologies, as applicable.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value based upon the following fair value hierarchy:
| Level 1 — | Quoted prices in active markets for identical assets or liabilities; | |
| Level 2 — | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |
| Level 3 — | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
As of June 30, 2026 and September 30, 2025 the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis:
SCHEDULE OF FAIR VALUE HIERARCHY MEASURED AT RECURRING BASIS
| June 30, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Derivative Liability | $ | |||||||||||
| September 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Derivative Liability | $ | |||||||||||
Derivative Liability
The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15” requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.
| 8 |
The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of June 30, 2026 utilized the following inputs:
SCHEDULE OF DERIVATIVE LIABILITY ON CONVERTIBLE NOTES USING BLACK SCHOLES PRICING MODEL
| Schedule of Derivative liability | ||||
| Risk Free Interest Rate | % | |||
| Expected Term | ( | |||
| Expected Volatility | % | |||
| Expected Dividends |
Income Taxes
The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
As of June 30, 2026, the Company’s deferred tax assets primarily consisted of net operating loss carryforwards. Based on the weight of available evidence, management determined that it is more likely than not that the deferred tax assets will not be realized, and accordingly, a full valuation allowance has been recorded against its deferred tax assets.
The
Company accounts for uncertainty in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements. Open tax years remain subject to examination by major tax authorities until
the expiration of the applicable statute of limitations. As of June 30, 2026, the Company had
The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense in accordance with ASC 740.
The Company’s basic net loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss available to common shareholders by the weighted-average number of shares of common stock outstanding, adjusted for the dilutive effect of all potential shares of common stock. In periods in which the Company reports a net loss, all potential common shares are excluded from the calculation of diluted loss per share, as their effect would be anti-dilutive. As such, for the quarters ended June 30, 2026, and 2025, the Company’s diluted net loss per share was the same as the basic net loss per share, as there were no common stock equivalents outstanding that would have a dilutive effect.
Advertising
Advertising costs are expensed as incurred in accordance with ASC 720-35. The Company does not capitalize any advertising costs.
Revenue Recognition
The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company. Revenue attributable to minimum annual royalties and anniversary fees arising from the license granted to Zander Therapeutics, Inc. are recognized quarterly on a straight line basis over the course of the fiscal year. Revenues attributable to licenses granted to Oncology Pharma, Inc. are recognized on a straight line basis over the term of the licenses.
| 9 |
Research and Development Cost
Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company’s product developments and patents.
The Company accounts for share-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, Share-based Payment, which requires all share-based payments to employees and non-employees, including grants of employee stock options and restricted stock, to be recognized in the unaudited condensed consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option. If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.
Segment Reporting
FASB ASC Topic 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.
The
Company views its operations and manages its business as
Segment profit or loss is measured as the Company’s net loss as reported on the Company’s Consolidated Statements Operations. The Company monitors its cash and cash equivalents as reported on the Company’s Balance Sheets to determine funding for its research and development activities.
The CODM assesses Company performance through the achievement of development goals. In addition to the Company’s Consolidated Statement Operations, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation. At the current time, the Company has only one reportable segment, primarily in the development of regenerative medical applications
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting the new disclosure requirements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
3. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
June 30, 2026 | September 30, 2025 | |||||||
| Accounts receivables – related party | $ | $ | ||||||
| Total – Accounts receivables | $ | $ | ||||||
| 10 |
During
the nine months ended June 30, 2026 there was
(a) Zander Therapeutics Inc.’s history of loaning money to the Company
(b) Instances during the history of the license where Zander satisfied delinquent payments while simultaneously prepaying future periods
4. ACCRUED EXPENSES
The increase in Accrued payroll Taxes is attributable to a payroll tax liability recognized by the Company in connection with the issuance of twenty million newly issued common shares of the Company issued to the Company’s Chief Executive Officer as consideration for services to be rendered by him in connection with a planned Phase I Clinical Trial of HemaXellerate.
The increase in Accrued Interest is attributable to interest accrued but unpaid during the period ended june 30, 2026 on Notes Payable and Convertible Notes Payable.
The decrease in Accrued Rent is attributable to rental payments made during the quarter ended December 31, 2025
The
increase in Other Accrued Expenses is attributable to $
Accrued Expenses were comprised of the following:
SCHEDULE OF ACCRUED EXPENSES
June 30, 2026 | September 30, 2025 | |||||||
| Accrued payroll taxes | $ | $ | ||||||
| Accrued Interest | ||||||||
| Accrued Payroll | ||||||||
| Accrued Rent | ||||||||
| Other Accrued Expenses | ||||||||
| Total Accrued Expenses | $ | $ | ||||||
5. UNEARNED INCOME
Unearned income is attributable to payments made to the Company and its wholly owned subsidiary pursuant to two license agreements for which income is recognized over the terms of the agreement. On April 7, 2021 the Company entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby the Company granted to Licensee an exclusive right and license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of pancreatic cancer for a term of fifteen years from April 7, 2021.
The License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce an immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is recognized by the immune system.
As consideration to “the Company” for the rights and license granted pursuant to the Agreement Licensee shall:
(a)
pay to the Company a nonrefundable fee of $
(b)
pay to the Company royalties equal to five percent (
(c)
pay to the Company ten percent (
Licensed Product is defined in the Agreement as
(a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and
| 11 |
(b) any apparatus, material, equipment, machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.
In the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
On April 7, 2021 KCL Therapeutics, Inc. entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby KCL granted to Licensee an exclusive right and license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from April 7, 2021.
As consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:
(a) pay to KCL a non-refundable fee of common shares of Oncology Pharma, Inc. no later than April 20, 2021
(b)
pay to KCL royalties equal to five percent (
(c)
pay to KCL ten percent (
Licensed Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.
In the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.
The
fair value of the stock and cash prepaid to the Company and KCL was $
SCHEDULE OF UNEARNED INCOME
| Unearned Income: | ||||
| Balance September 30, 2025 | $ | |||
| Addition: | ||||
| Revenue Recognized Nine Months ended June 30, 2026 | ||||
| Balance June 30, 2026 | $ |
Notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE TO NON RELATED PARTY
June 30, 2026 | September 30, 2025 | |||||||
| Trillium Partners, LP | $ | $ | ||||||
| Total notes payable | $ | $ | ||||||
$
$
| 12 |
$
$
$
$
During
the quarter ended March 31, 2026 the rights to principal indebtedness of $
NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consisted of the following:
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES
June 30, 2026 | September 30, 2025 | |||||||
| David Koos | $ | $ | ||||||
| BST Partners | ||||||||
| Zander Therapeutics, Inc. | ||||||||
| Total notes payable to related parties | ||||||||
| Less – current portion | ( | ) | ( | ) | ||||
| Total Long Term notes payable | $ | $ | ||||||
The terms of notes payable are as follows:
| ● | BST Partners |
During
the quarter ended March 31, 2026 BST Partners made net loans to the Company of $
| ● | David Koos |
$
| 13 |
7. CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
SCHEDULE OF CONVERTIBLE NOTES
June 30, 2026 | September 30, 2025 | |||||||
| Lender 1 – May 5, 2017 – Annual interest rate at | $ | $ | ||||||
| Lender 2 – March 8, 2016 – Annual interest rate at | ||||||||
| Lender 3 – April 6, 2016 – Annual interest rate at | ||||||||
| Lender 4 – December 20, 2017 – Annual interest rate at | ||||||||
| Lender 5 – October 31, 2016 – Annual interest rate at | ||||||||
| Lender 6 – | ||||||||
| Lender 7 – | ||||||||
| Lender 8- | ||||||||
| Lender 9 - | ||||||||
| Total convertible notes payable | ||||||||
| Total convertible notes payable | ||||||||
| Less – unamortized debt discount | ( | ) | ( | ) | ||||
| Total convertible notes payable | $ | $ | ||||||
| i. | On
May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $
(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.
(ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii) That date which is twenty four (24) months subsequent to the date of execution of this Note.
As
of June 30, 2026 $ | |
| ii. | On
March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ | |
| iii. | On
April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ | |
| iv. | On
December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $
(i) One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control” of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.
(ii) One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii) That date which is twenty four (24) months subsequent to the date of execution of this Note.
As
of June 30, 2026 $ |
| 14 |
| v. | On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ |
| vi. | Effective
September 4, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coventry Enterprises,
LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a | |
The
Note carries “Guaranteed Interest” on the principal amount at the rate of
As
of June 30, 2026 the Note had a principal balance of $ | ||
| vii. | On
October 28, 2024 a promissory note in the amount $ |
| viii. | On
July 28, 2025 Regen Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with CFI Capital LLC (“CFI”), pursuant to which CFI purchased a
The Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company.
As
of June 30, 2026 the Note had a principal balance of $ | |
| ix. | On
August 5, 2025 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Labrys Fund II
LP(“Labrys”), pursuant to which Labrys purchased a
The Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date.
As
of June 30, 2026 the Note had a principal balance of $ |
| 15 |
8. DERIVATIVE LIABILITY
The Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $
Derivative liability consisted of the following:
SCHEDULE OF DERIVATIVE LIABILITY
June 30, 2026 | ||||
| Lender 1 | $ | |||
| Lender 5 | ||||
| Lender 4 | ||||
| Lender 6 | ||||
| Lender 7 | ||||
| Lender 8 | ||||
| Lender 9 | ||||
| Total derivative liabilities | $ | |||
| Derivative liabilities | $ | |||
9. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2026:
| ● | Common stock, $ par value; shares authorized: shares issued and outstanding. |
With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.
Preferred Stock, $ par value, shares authorized of which is designated as Series AA Preferred Stock: shares issued and outstanding as of June 30, 2026: is designated Series A Preferred Stock of which shares are outstanding as of June 30, 2026:, is designated Series M Preferred Stock of which shares are outstanding as of June 30, 2026:, and is designated Series NC stock of which shares are outstanding as of June 30, 2026.
The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.
| ● | Series AA Preferred Stock |
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
| 16 |
The
Board of Directors of the Company have authorized shares of the Series AA Preferred Stock, par value $.
| ● | Series A Preferred Stock |
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).
The
Board of Directors of the Company have authorized shares of the Series A Preferred Stock, par value $.
Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $ per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock, the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders
of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or
earnings, an amount equal to $
If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.
On January 19, 2026 the Board of Directors of Regen Biopharma, Inc.(“Regen”) declared a dividend to all shareholders of record as of February 3, 2026 (“Record Date”) to be paid to shareholders on or about February 9, 2026 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist of one share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.
Series M Preferred Stock
On January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series M Preferred Stock” (hereinafter referred to as “Series M Preferred Stock”).
| 17 |
The
Board of Directors of Regen have authorized shares of the Series M Preferred Stock, par value $.
The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
Series NC Preferred Stock
On March 26, 2021 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).
The
Board of Directors of Regen have authorized shares of the Series NC Preferred Stock, par value $.
The holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
Stock Issuances
During
the quarter ended June 30, 2026 the Company issued Common Shares in satisfaction of $
During
the quarter ended June 30, 2026 the Company issued Common Shares in satisfaction of $
During
the quarter ended June 30, 2026 the Company issued Common Shares in satisfaction of $
During
the nine months ended June 30, 2026 the Company issued Common Shares in satisfaction of $
During
the nine months ended June 30, 2026 the Company issued Common Shares in satisfaction of $
During
the nine months ended June 30, 2026 the Company issued Common Shares in satisfaction of $
During
the nine months ended June 30, 2026 the Company issued Common Shares for cash consideration of $
During the nine months ended June 30, 2026 the Company issued Common Shares as Restricted Stock Awards.
On February 9, 2026 the Company distributed Series A Preferred shares as a dividend to all shareholders of record as of February 3, 2026.
| 18 |
10. RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
| ● | Revenue Transaction |
On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. (“Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (“License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with the Company.
Pursuant
to the Agreement, Zander shall pay to
The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.
Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales, as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($
The Agreement may be terminated by The Company:
| ○ | If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product. | |
| ○ | The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP. | |
| ○ | The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated. |
The Agreement may be terminated by either party in the event of a material breach by the other party.
The CEO of the Company is also the CEO and chairman of Zander.
| ● | Sublease of Facility |
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma,
Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis
for $
The
Company agreed that in addition to the base rent of $
On December 1, 2025, the sublease was terminated. The Company currently operates under a virtual workforce model, with its sole employee working remotely. As a result, the Company does not currently maintain or incur costs for dedicated physical office space.
BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc. On March 17, 2026 rights to any rent accrued yet unpaid due by the Company to BST Partners was acquired by Trillium Partners, LP,
| 19 |
| ● | Notes Payable to Related Parties |
SCHEDULE OF NOTES PAYABLE
| Particular | Amount in ($) | |||
| Balance as on September 30, 2025 | ||||
| Proceeds from notes payable – related parties | ||||
| Repayments of notes payable – related parties | ( | ) | ||
| Transfer through settlement and mutual release agreement | ( | ) | ||
| Balance as on June 30, 2026 | ||||
The Company had the following notes payable to related party transactions
| ○ | Notes Payable to David Koos, CEO of the Company | |
$
$
Notes Payable to BST Partners
During
the quarter ended March 31, 2026 the Company incurred net borrowings of $
During
the quarter ended June 30, 2026 the Company incurred net borrowings of $
BST Partners and the Company are under common control. | ||
| ○ | Notes Payable to Zander Therapeutics, Inc. | |
| $ | ||
| $ | ||
| $ | ||
| $ | ||
$
The CEO of the Company is also the CEO and chairman of Zander.
On
March 17, 2026 all rights to $ |
11. INCOME TAXES
SCHEDULE OF DEFERRED TAX ASSETS
As of June 30, 2026
| Deferred tax assets: | ||||
| Net operating tax carryforwards | $ | |||
| Other | ||||
| Gross deferred tax assets | ||||
| Valuation allowance | ( | ) | ||
| Net deferred tax assets | $ |
| 20 |
As of September 30, 2025
| Deferred tax assets: | ||||
| Net operating tax carryforwards | $ | |||
| Other | ( | ) | ||
| Gross deferred tax assets | ||||
| Valuation allowance | ( | ) | ||
| Net deferred tax assets |
As
of June 30, 2026 the Company has a Deferred Tax Asset of $
As
of September 30 2025 the Company has a Deferred Tax Asset of $
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain.
A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.
As the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to .
12. COMMITMENTS AND CONTINGENCIES
On
April 13, 2026 a complaint was filed against the Company in the Superior Court of California, County of San Diego. The Plaintiff, who
has acquired rights to $
| 21 |
13. SUBSEQUENT EVENTS
On
April 13, 2026 a complaint was filed against the Company in the Superior Court of California, County of San Diego. The Plaintiff, who
has acquired rights to $
On July 13, 2026 Regen Biopharma Inc. (the “Company”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series N Preferred Stock” (hereinafter referred to as “Series N Preferred Stock”).
The
Board of Directors of the Company have authorized shares of the Series N Preferred Stock, par value $.
On
July 6, 2026, the Company issued Common Shares in satisfaction of $
On
July 7, 2026, the Company issued Common Shares in satisfaction of $
On
July 9, 2026, the Company issued Common Shares in satisfaction of $
On
July 13, 2026, the Company issued Common Shares in satisfaction of $
On
July 15, 2026, the Company issued Common Shares in satisfaction of $
On July 31, 2026, the Company issued
Common Shares in satisfaction of $
On August 11, 2026, the Company issued Common Shares in satisfaction of $
Between July 13, 2026, and July 16, 2026, the Company issued Series N Preferred Shares to David Koos, the Company’s CEO, as a Bonus.
On July 28, 2026 the Company issued Series A Preferred shares to Trillium Partners LP, the Plaintiff in that previously mentioned legal action filed April 13, 2026, in accordance with the terms and conditions of that Settlement and Mutual Release Agreement entered into by and between Trillium Partners LP and the Company.
| 22 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc.
| Three Months Ended | ||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | Changes | ||||||||||||||||||||||
| Amount | Percent of Revenue | Amount | Percent of Revenue | Amount | Percentage | |||||||||||||||||||
| Net revenue: | ||||||||||||||||||||||||
| Revenues | $ | 31,640 | 53.57 | % | $ | 31,640 | 13.38 | % | 0 | 0.00 | % | |||||||||||||
| Revenues, Related Party | $ | 27,425 | 46.43 | % | 27,425 | 11.59 | % | 0 | 0.00 | % | ||||||||||||||
| Net revenue | 59,065 | 100.00 | % | 59,065 | 24.97 | % | 0 | 0.00 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and Development | 0 | 0.00 | % | 0 | 0.00 | % | 0 | 0.00 | % | |||||||||||||||
| General and Administrative | 13,842 | 23.44 | % | 30,697 | 12.98 | % | (16,855 | ) | -121.76 | % | ||||||||||||||
| Consulting and Professional Fees | 20,694 | 35.04 | % | 46,624 | 19.71 | % | (25,930 | ) | -125.30 | % | ||||||||||||||
| Rent | 0 | 0.00 | % | 22,500 | 9.51 | % | (22,500 | ) | -100.00 | % | ||||||||||||||
| Total operating expenses | 34,536 | 58.47 | % | 99,821 | 42.20 | % | (65,285 | ) | -189.03 | % | ||||||||||||||
| Loss from operations | 24,528 | 41.53 | % | (40,756 | ) | -17.23 | % | 65,284 | 266.16 | % | ||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (30,360 | ) | -51.40 | % | -24638 | -10.42 | % | (5,722 | ) | 18.85 | % | |||||||||||||
| Interest Expense attributable to Amortization of Discount | (8,753 | ) | -14.82 | % | -12639 | -5.34 | % | 3,886 | -44.39 | % | ||||||||||||||
| Derivative Income (Expense) | (623,200 | ) | -1055.11 | % | -89259 | -37.73 | % | (533,941 | ) | 85.68 | % | |||||||||||||
| Penalties | 0 | 0.00 | % | 0.00 | % | 0 | 0.00 | % | ||||||||||||||||
| Financing Fees | 0 | 0.00 | % | 0 | -100.00 | % | ||||||||||||||||||
| Total other income (expense), net | (662,313 | ) | -1121.34 | % | (126,536 | ) | -53.49 | % | (535,777 | ) | 80.89 | % | ||||||||||||
| Net Income (Loss) before income taxes | (637,785 | ) | -1079.81 | % | (167,292 | ) | -70.72 | % | (470,493 | ) | 73.77 | % | ||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net Income (Loss) | $ | (637,785 | ) | -1079.81 | % | $ | (167,292 | ) | -70.72 | % | (470,493 | ) | 73.77 | % | ||||||||||
| Nine Months Ended | ||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | Changes | ||||||||||||||||||||||
| Amount | Percent of Revenue | Amount | Percent of Revenue | Amount | Percentage | |||||||||||||||||||
| Net revenue: | ||||||||||||||||||||||||
| Revenues | $ | 94,920 | 53.57 | % | $ | 94,920 | 40.13 | % | 0 | 0.00 | % | |||||||||||||
| Revenues, Related Party | 82,274 | 46.43 | % | 82,275 | 34.78 | % | -1 | 0.00 | % | |||||||||||||||
| Net revenue | 177,194 | 100.00 | % | 177,195 | 74.90 | % | -1 | 0.00 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and Development | 212,216 | 119.76 | % | 0 | 0.00 | % | 212,216 | 100.00 | % | |||||||||||||||
| General and Administrative | 277,871 | 156.82 | % | 57,364 | 24.25 | % | 220,507 | 79.36 | % | |||||||||||||||
| Consulting and Professional Fees | 352,912 | 199.17 | % | 267,816 | 113.21 | % | 85,096 | 24.11 | % | |||||||||||||||
| Rent | 15,000 | 8.47 | % | 67,500 | 28.53 | % | (52,500 | ) | -350.00 | % | ||||||||||||||
| Total operating expenses | 857,999 | 484.21 | % | 392,680 | 166.00 | % | 465,319 | 54.23 | % | |||||||||||||||
| Loss from operations | (680,805 | ) | -384.21 | % | (215,485 | ) | -91.09 | % | (465,320 | ) | 68.35 | % | ||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (84,300 | ) | -47.58 | % | (72,319 | ) | -30.57 | % | (11,981 | ) | 14.21 | % | ||||||||||||
| Interest Expense attributable to Amortization of Discount | (26,260 | ) | -14.82 | % | (37,917 | ) | -16.03 | % | 11,657 | -44.39 | % | |||||||||||||
| Derivative Income (Expense) | 177,654 | 100.26 | % | (376,312 | ) | -159.08 | % | 553,966 | 311.82 | % | ||||||||||||||
| Penalties | 0 | 0.00 | % | 0 | 0.00 | % | 0 | 0.00 | % | |||||||||||||||
| Financing Fees | 0 | 0 | 0.00 | % | 0 | -100.00 | % | |||||||||||||||||
| Total other income (expense), net | 67,094 | 37.86 | % | (486,548 | ) | -205.68 | % | 553,642 | 825.17 | % | ||||||||||||||
| Net Income (Loss) before income taxes | (613,711 | ) | -346.35 | % | (702,033 | ) | -296.77 | % | 88,322 | -14.39 | % | |||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net Income (loss) | $ | (613,711 | ) | -346.35 | % | $ | (702,033 | ) | -296.77 | % | 88,322 | -14.39 | % | |||||||||||
| 23 |
Results of Operations
Three months ended June 30, 2026 and 2025
Revenues
Revenues from continuing operations were $59,065 for the three months ended June 30,2026 and $59,065 for the same period ended 2025. $27,425 of revenue from related parties recognized during the three months ended June 30, 2026 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did $27,425 for the period ended 2025. $31,640 of revenue recognized during both of the three months ended June 30, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expense were $34,536 for the three months ended June 30, 2026 and $ 99,821 for the same period ended 2025. The primary operating expense for 2026 consists of $ 20,694 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were $46,624. During the period ended 2026 General and Administrative expenses amounted to $13,842 constituting the second largest expense recognized during that quarter.
Other Income
For the three months ended March 31 2026, the Company reported a net other loss of $662,313 whereas in the same period ended 2025 the Company reported the net other income (loss) of $(126,536). Net other income for the quarter ended 2026 was primarily driven by Derivative Loss of $623,200 recognized during the quarter ended 2026. The Company also recognized higher interest expense and lower amortization expenses as compared to the quarter ended 2025.
Net Income (Loss)
The Company recognized Profit from Operations of $24,528 during the three months ended June 30, 2026 whereas the Company recognized an Operating Loss of $40,756 for the same period ended 2025. The increase in operating loss during the period ended 2025 relative to the period ended 2026 is larger expenses being incurred in all expense categories.
Net Loss is $ 637,785 for the three months ended June 30, 2026 as opposed to a Net Loss of $167,292 for the same period ended 2025. The difference is primarily attributable to the recognition by the Company of greater Derivative Loss during the period ended in 2026.
Nine Months ended June 30, 2026 and 2025
Revenues
Revenues from continuing operations were $177,194 for the Nine Months ended June 30, 2026 which is essentially equivalent to Revenues from continuing operations for the same period ended 2025. $82,274 of revenue from related parties recognized during the Nine Months ended June 30, 2026 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did essentially equivalent revenue from related parties for the period ended 2025. $94,920 of revenue recognized during both of the nine months ended June 30, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expenses were $857,999 for the Nine Months ended June 30, 2026 and $ 392,680 for the same period ended 2025. The primary operating expense for 2026 consists of $ 352,912 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were $267,816. During the period ended 2026 General and Administrative expenses amounted to $277,871 constituting the second largest expense recognized during that quarter.
Other Income
For the nine months ended June 30, 2026, the Company reported a net other income of $67,094 whereas in the same period ended 2025 the Company reported the net other expense of $486,548. Net other income for the nine months ended 2026 was primarily driven by Derivative Income of $177,654 recognized during the nine months ended 2026. The Company also recognized higher interest expense and lower amortization expenses as compared to the period ended 2025.
Net Income (Loss)
The Company recognized an Operating Loss of $680,805 during the nine months ended June 30, 2026 whereas the Company recognized an Operating Loss of $215,485 for the same period ended 2025. The increase in operating loss is primarily attributable to an increase in all expense categories other than rent incurred during the period ended 2026 as compared to the period ended in 2025.
Net Loss was $ 613,711 for the nine months ended June 30, 2026 as opposed to a Net Loss of $702,033 for the same period ended 2025. The difference is primarily attributable to the recognition by the Company of Derivative Income during the period ended in 2026.
Working capital deficit decreased by $402,977 from September 30, 2025 to June 30, 2026, primarily due to a decrease in Derivative Liability.
| Nine Months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (285,244 | ) | $ | (223,586 | ) | ||
| Net cash provided by financing activities | 215,927 | 224,631 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (69,317 | ) | $ | 1,045 | |||
| 24 |
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities for the nine months ended June 30, 2026 was $285,244 compared to $223,586, for the same period ended 2025. The increase in cash used in operating activities is primarily attributable to increased operating expenses incurred by the Company during the nine months ended June 30, 2026 as compared to the same period ended 2025.
Financing Activities
Net cash generated by financing activities for the nine months ended June 30, 2026 was $215,927 which consisted of proceeds from sales of newly issued common stock and borrowings from related parties.
Liquidity & Capital Resources Outlook
As of June 30 2026, the Company had cash of $ 239 and net working deficit of approximately $5.9 million.
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and it has incurred and expects to continue incur significant research & development cost for products development.
The accompanying financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of June 30, 2026, the Company had cash of approximately $239 and an accumulated deficit of approximately $22 million. The Company has incurred recurring losses, experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of these financial statements.
Capital Expenditure Commitments
As of June 30, 2026 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were ineffective at this reasonable assurance level as of the period covered.
Changes in Internal Controls over Financial Reporting
In connection with the evaluation of the Company’s internal controls during the period commencing on January 1, 2026 and ending on June 30, 2026, David Koos, who serves as the Company’s Principal Executive Officer, Principal Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.
| 25 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On April 13, 2026 a complaint was filed against the Company in the Superior Court of California, County of San Diego. Trillium Partners, LP,( the “ Plaintiff”), who has acquired rights to $398,740 of claims against the Company, sought damages in that amount along with attorneys’ fees and costs.
On May 14, 2026 the Company and the Plaintiff entered into a Settlement and Mutual Release Agreement (“Agreement”). Pursuant to the terms and conditions of the Agreement following the entry of an Order by the Court after a fairness hearing pursuant to Section 3(a) (10) of the Securities Act of 1933 (the “Securities Act”), and Section 25142 of the California Corporations Code (the “Corporations Code”) and the delivery by the Plaintiff and the Company of the Stipulation of Dismissal in settlement of the Claims, the Company shall issue and deliver to the Plaintiff shares of its Common Stock or Series A Preferred Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Remittance Amount shall mean sixty five percent (65%) of Net Proceeds of the sale of Settlement Shares. On July 10, 2026, after a Fairness Hearing, the Superior Court of California issued an order approving issuance of the Settlement Shares pursuant to Section 3(a) (10) of the Act and Section 25142 of the Corporations Code.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2026 the Company issued 640,234,604 Common Shares in satisfaction of $100,179 of principal convertible indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
During the quarter ended June 30, 2026 the Company issued 58,592,204 Common Shares in satisfaction of $8,268 of accrued interest on convertible indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
During the quarter ended June 30, 2026 the Company issued 79,722,604 Common Shares in satisfaction of $10,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On July 6, 2026, the Company issued 55,394,667 Common Shares in satisfaction of $2,200 of principal convertible indebtedness, $124 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
| 26 |
On July 7, 2026, the Company issued 57,161,333 Common Shares in satisfaction of $2,300 of principal convertible indebtedness, $130 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On July 9, 2026, the Company issued 60,696,833 Common Shares in satisfaction of $2,500 of principal convertible indebtedness, $142 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On July 13, 2026, the Company issued 64,248,333 Common Shares in satisfaction of $2,700 of principal convertible indebtedness, $155 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On July 15, 2026, the Company issued 67,788,333 Common Shares in satisfaction of $2,900 of principal convertible indebtedness, $167 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
Between July 13, 2026, and July 16, 2026, the Company issued 800 Series N Preferred Shares to David Koos, the Company’s CEO, as a Bonus.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On July 28, 2026 the Company issued 15,321,000 Series A Preferred shares to Trillium Partners LP, the Plaintiff in that previously mentioned legal action filed April 13, 2026, in accordance with the terms and conditions of that Settlement and Mutual Release Agreement entered into by and between Trillium Partners LP and the Company.
The Shares were issued pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On July 31, 2026, the Company issued 130,000,000 Common Shares in satisfaction of $4,100 of principal convertible indebtedness and $3,694 of accrued interest on principal convertible indebtedness.
The Shares were issued pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On August 11, 2026, the Company issued 110,000,000 Common Shares in satisfaction of $5,580 of principal convertible indebtedness and $1,020 of accrued interest on principal convertible indebtedness.
The Shares were issued pursuant to Section 3(a) (10) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
| 27 |
Item 6. Exhibit Index
| 28 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Regen Biopharma, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Chairman, Chief Executive Officer | |
| Date: | August 17, 2026 | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Regen Biopharma, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Acting Chief Financial Officer, Director | |
| Date: | August 17, 2026 | |
| 29 |
Exhibit 10.1
Agreement made this 13th day of July 2026 by and between Regen BioPharma, Inc. (“Company”) and David R. Koos (“Koos”)
WHEREAS, On July 13, 2026 Koos signed an agreement where Regen agreed to issue 800 newly issued series N preferred stock in consideration as a bonus.
This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| Regen BioPharma, Inc | David R. Koos | |
| /s/ David R. Koos | /s/ David R. Koos | |
| David R. Koos | ||
| Chairman & CEO | Employee: David R. Koos | |
| Date:7/13/2026 | Date:7/13/2026 |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David R. Koos, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ended June 30,2026 of Regen Biopharma, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant’s, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: August 17, 2026 | By: | /s/ David R. Koos |
| David R. Koos | ||
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David R. Koos certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ended June 30,2026 of Regen Biopharma, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant’s, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles:
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: August 17, 2026 | By: | /s/ David R. Koos |
| David R. Koos | ||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Regen Biopharma, Inc. on Form 10-Q for the period ended June 30,2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Koos, Chief Financial Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: August 17, 2026 | By: | /s/ David R. Koos |
| David R. Koos | ||
| Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Regen Biopharma, Inc. on Form 10-Q for the period ended June 30,2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Koos, Chief Financial Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: August 17, 2026 | By: | /s/ David R. Koos |
| David R. Koos | ||
| Chief Financial Officer |