Regen BioPharma Inc 10-Q for FY2026 Q2
Regen BioPharma Inc (RGBP)
About this 10-Q
Regen BioPharma Inc filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2026 (FY2026 Q2).
Headline figures
Quarter ended March 31, 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 income
- $991.93K
- compared with a net loss of $19.35K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 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 issuer (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.
Yes
☒
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 May 1, 2026 Regen Biopharma, Inc. had common shares outstanding.
As of May 1, 2026 Regen Biopharma, Inc. had 154,760, 498 shares of Series A Preferred Stock outstanding.
As of May 1, 2026 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.
As of May 1, 2026 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.
As of May 1, 2026 Regen Biopharma, Inc. had 15,007 shares of Series NC 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
| March 31, 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 STATEMENT OPERATIONS
(Unaudited)
| Quarter Ended | Quarter Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, 2026 | March 31, 2025 | March 31, 2026 | March 31, 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 STATEMENT OF SHAREHOLDERS’ DEFICIT
Three Months Ended March 31, 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, December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | ($ | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for principal indebtedness | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares distributed as dividend in kind | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Met Income (Loss) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of the Financial Statements
| 4 |
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
Six Months Ended March 31, 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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commom Shares issued for Expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares distributed as dividend in kind | - | - | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income ( Loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Common Stock paid as dividend | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income ( Loss) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of he Financial Statements
| 5 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Six Months Ended | Six Months Ended | |||||||
| March 31, 2026 | March 31, 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 | ||||||||
| Preferred Stock issued for Compensation | ||||||||
| 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 Penalties | ||||||||
| Increase ( Decrease) in Unearned Income | ( | ) | ( | ) | ||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Increase (Decrease)in Convertible Notes Payable | ||||||||
| Increase (Decrease)in Notes Payable | ||||||||
| Increase (Decrease) Other Liabilities | ||||||||
| 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 Disclosure of noncash 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 Condensed Consolidated Financial Statements
As of March 31, 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 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 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 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.
Principles of Consolidation
The consolidated financial statements include the accounts of KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include accounts receivables, accrued liabilities, income taxes, long-lived assets, 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.
Reverse Stock Split
On
March 6, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate
of Incorporation to effect a reverse stock split of its issued Common Stock in the ratio of 1-for-1,500 (the “Reverse Stock Split”).
As a result of the Reverse Stock Split, the total number of shares of common stock held by each shareholder was converted automatically
into the number of whole shares of common stock equal to
The
historical financial statements have been retroactively adjusted to reflect a
| 7 |
Fair Value Measurements
The estimated fair values of financial instruments reported in the consolidated financial statements have been determined using available market information and valuation methodologies, as applicable. The fair value of cash due to its short maturity is classified as a Level 1 instrument within the fair value hierarchy.
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 March 31, 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
| March 31, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Investment Securities (Related Party) | $ | |||||||||||
| Derivative Liability | $ | |||||||||||
| September 30, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Investment Securities (Related Party) | $ | |||||||||||
| 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.
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 March 31, 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 difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, 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 as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2026 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
| 8 |
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
Advertising
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $
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.
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 R&D costs were $
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, including grants of employee stock options, to be recognized in the 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 management identifies operating segments based on how the Company’s management internally evaluate
separate financial information, business activities and management responsibility. At the current time, the Company has only
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which requires entities to estimate all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this guidance on January 1, 2023. The adoption of this accounting standard did not have an impact on the Company’s consolidated financial statements as the Company is in a pre-revenue state and does not generate revenue and has no receivables from third party.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental disclosure of segment information on an interim and annual basis. This ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application to all prior periods presented in the financial statements is required for public entities. The Company adopted ASU 2023-07 as of January 1, 2024, which resulted in additional disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.
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.
| 9 |
3. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
March 31, 2026 | September 30, 2025 | |||||||
| Accounts receivables – related party | $ | $ | ||||||
| Total – Accounts receivables | $ | $ | ||||||
During
the six months ended March 31, 2026 there was
4. PREPAID EXPENSES
Prepaid expenses were comprised of the following:
SCHEDULE OF PREPAID EXPENSES
March 31, 2026 | September 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Total – Prepaid expenses | $ | $ | ||||||
Prepaid expenses consist of payments of certain expenses by cash or issuance of shares for which services are pending to be received.
5. ACCRUED EXPENSES
Accrued Expenses were comprised of the following:
SCHEDULE OF ACCRUED EXPENSES
March 31, 2026 | September 30, 2025 | |||||||
| Accrued payroll taxes | $ | $ | ||||||
| Accrued Interest | ||||||||
| Accrued Payroll | ||||||||
| Accrued Rent | ||||||||
| Other Accrued Expenses | ||||||||
| Total Accrued Expenses | $ | $ | ||||||
7. 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 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby Regen 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 Regen for the rights and license granted pursuant to the Agreement Licensee shall:
(a)
pay to Regen a nonrefundable fee of $
(b)
pay to Regen royalties equal to five percent (
(c) pay to Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Licensee from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Regen receives payment.
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
| 10 |
(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. (“KCL”) 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 Fifty Thousand common shares of Oncology Pharma, Inc. no later than April 20,2021
(b) pay to KCL royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in the Agreement of any Licensed Products in a quarter.
(c) pay to KCL ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Licensee from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which KCL receives payment.
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 $
Notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE TO NON RELATED PARTY
March 31, 2026 | September 30, 2025 | |||||||
| Trillium Partners, LP | $ | $ | ||||||
| Conventry Enterprises LLC | ||||||||
| Total notes payable | ||||||||
| Less – Accumulated amortization | ||||||||
| Total notes payable | $ | $ | ||||||
$
$
$
$
$
$
| 11 |
9. NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consisted of the following:
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES
March 31, 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 $
10. CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
SCHEDULE OF CONVERTIBLE NOTES
March 31, 2026 | September 30, 2025 | |||||||
| Lender
1 – May 5, 2017 – Annual interest rate at | $ | $ | ||||||
| Lender
2 – May 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 $ | |
| 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 $ | |
| v. | On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ |
| 12 |
| 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
| ||
| 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.
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. |
| 13 |
11. 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
March 31, 2026 | ||||
| Lender 1 | $ | |||
| Lender 4 | ||||
| Lender 5 | ||||
| Lender 6 | ||||
| Lender 7 | ||||
| Lender 8 | ||||
| Lender 9 | ||||
| Total derivative liabilities | $ | |||
| Derivative liabilities | $ | |||
12. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of March 31, 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: 34 shares issued and outstanding as of March 31, 2026: is designated Series A Preferred Stock of which shares are outstanding as of March 31, 2026:, is designated Series M Preferred Stock of which shares are outstanding as of March 31, 2026:, and is designated Series NC stock of which shares are outstanding as of March 31, 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.
| 14 |
| ● | 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”).
The Board of Directors of the Company have authorized shares of the Series AA Preferred Stock, par value $. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times seven (7). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
| ● | 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 $. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
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.
| 15 |
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”).
The Board of Directors of Regen have authorized shares of the Series M Preferred Stock, par value $. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
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 $. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
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 March 31, 2026 the Company issued Common Shares in satisfaction of $
During the quarter ended March 31, 2026 the Company issued Common Shares in satisfaction of $ of accrued interest on convertible indebtedness.
| 16 |
During
the quarter ended March 31, 2026 the Company issued Common Shares in satisfaction of $
During
the quarter ended March 31, 2026 the Company issued Common Shares for cash consideration of $
On February 9, 2026 the Company distributed Series A Preferred shares as a dividend to all shareholders of record as of February 3, 2026.
13. 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.
| 17 |
| ● | 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 utilizes office space provided by the Company’s CEO on a month to month basis free of charge
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,
| ● | Notes Payable to Related Parties |
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 $ | ||
| ○ | 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 $ |
| 18 |
14. INCOME TAXES
SCHEDULE OF DEFERRED TAX ASSETS
As of March 31, 2026
| Deferred tax assets: | ||||
| Net operating tax carry forwards | $ | |||
| Other | ||||
| Gross deferred tax assets | ||||
| Valuation allowance | ( | ) | ||
| Net deferred tax assets | $ | |||
As of September 30, 2025
| Deferred tax assets: | ||||
| Net operating tax carry forwards | $ | |||
| Other | ( | ) | ||
| Gross deferred tax assets | ||||
| Valuation allowance | ( | ) | ||
| Net deferred tax assets | ||||
As
of March 31, 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 .
15. 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 $
16. SUBSEQUENT EVENTS
Between
April 14th 2026 and April 28th 2026 the Company issued an aggregate of
| 19 |
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 | ||||||||||||||||||||||||
| March 31,2026 | March 31, 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 | 2,216 | 3.75 | % | 0 | 0.00 | % | 2,216 | 100.00 | % | |||||||||||||||
| General and Administrative | 32,105 | 54.35 | % | 13,348 | 5.64 | % | 18,757 | 58.42 | % | |||||||||||||||
| Consulting and Professional Fees | 178,454 | 302.13 | % | 136,566 | 57.73 | % | 41,888 | 23.47 | % | |||||||||||||||
| Rent | 0 | 0.00 | % | 22,500 | 9.51 | % | (22,500 | ) | -100.00 | % | ||||||||||||||
| Total operating expenses | 212,775 | 360.24 | % | 172,414 | 72.88 | % | 40,361 | 18.97 | % | |||||||||||||||
| Loss from operations | (153,709 | ) | -260.24 | % | (113,349 | ) | -47.92 | % | (40,360 | ) | 26.26 | % | ||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (27,388 | ) | -46.37 | % | (22,329 | ) | -9.44 | % | (5,059 | ) | 18.47 | % | ||||||||||||
| Interest Expense attributable to Amortization of Discount | (8,656 | ) | -14.66 | % | (12,639 | ) | -5.34 | % | 3,983 | -46.01 | % | |||||||||||||
| Derivative Income (Expense) | 1,181,680 | 2000.65 | % | 128,963 | 54.52 | % | 1,052,717 | 89.09 | % | |||||||||||||||
| Penalties | 0 | 0.00 | % | 0.00 | % | 0 | 0.00 | % | ||||||||||||||||
| Financing Fees | 0 | 0.00 | % | 0 | -100.00 | % | ||||||||||||||||||
| Total other income (expense), net | 1,145,636 | 1939.63 | % | 93,995 | 39.73 | % | 1,051,641 | 91.80 | % | |||||||||||||||
| Net Income (Loss) before income taxes | 991,927 | 1679.39 | % | (19,354 | ) | -8.18 | % | 1,011,281 | 101.95 | % | ||||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net Income (Loss) | $ | 991,927 | 1679.39 | % | $ | (19,354 | ) | -8.18 | % | 1,011,281 | 101.95 | % | ||||||||||||
| 20 |
| Six Months Ended | ||||||||||||||||||||||||
| March 31,2026 | March 31, 2025 | Changes | ||||||||||||||||||||||
| Amount | Percent
of Revenue | Amount | Percent
of Revenue | Amount | Percentage | |||||||||||||||||||
| Net revenue: | ||||||||||||||||||||||||
| Revenues | $ | 63,280 | 53.57 | % | $ | 63,280 | 26.75 | % | 0 | 0.00 | % | |||||||||||||
| Revenues, Related Party | 54,849 | 46.43 | % | 54,850 | 23.19 | % | -1 | 0.00 | % | |||||||||||||||
| Net revenue | 118,129 | 100.00 | % | 118,130 | 49.94 | % | -1 | 0.00 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and Development | 212,216 | 179.65 | % | 0 | 0.00 | % | 212,216 | 100.00 | % | |||||||||||||||
| General and Administrative | 264,029 | 223.51 | % | 26,665 | 11.27 | % | 237,364 | 89.90 | % | |||||||||||||||
| Consulting and Professional Fees | 332,218 | 281.23 | % | 221,192 | 93.50 | % | 111,026 | 33.42 | % | |||||||||||||||
| Rent | 15,000 | 12.70 | % | 45,000 | 19.02 | % | (30,000 | ) | -200.00 | % | ||||||||||||||
| Total operating expenses | 823,462 | 697.09 | % | 292,857 | 123.80 | % | 530,605 | 64.44 | % | |||||||||||||||
| Loss from operations | (705,333 | ) | -597.09 | % | (174,727 | ) | -73.86 | % | (530,606 | ) | 75.23 | % | ||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (53,941 | ) | -45.66 | % | (47,681 | ) | -20.16 | % | (6,260 | ) | 11.60 | % | ||||||||||||
| Interest Expense attributable to Amortization of Discount | (17,506 | ) | -14.82 | % | (25,278 | ) | -10.69 | % | 7,772 | -44.39 | % | |||||||||||||
| Derivative Income (Expense) | 800,854 | 677.95 | % | (287,053 | ) | -121.34 | % | 1,087,907 | 135.84 | % | ||||||||||||||
| Penalties | 0 | 0.00 | % | 0 | 0.00 | % | 0 | 0.00 | % | |||||||||||||||
| Financing Fees | 0 | 0 | 0.00 | % | 0 | -100.00 | % | |||||||||||||||||
| Total other income (expense), net | 729,407 | 617.47 | % | (360,012 | ) | -152.19 | % | 1,089,419 | 149.36 | % | ||||||||||||||
| Net Income (Loss) before income taxes | 24,074 | 20.38 | % | (534,739 | ) | -226.05 | % | 558,813 | 2321.21 | % | ||||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net Income(loss) | $ | 24,074 | 20.38 | % | $ | (534,739 | ) | -226.05 | % | 558,813 | 2321.21 | % | ||||||||||||
Results of Operations
Three months ended March 31, 2026 and 2025
Revenues
Revenues from continuing operations were $59,065 for the three months ended March 31,2026 and $59,065 for the same period ended 2025. $27,425 of revenue from related parties recognized during the three months ended March 31, 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 March 31, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expense were $212,774 for the three months ended March 31, 2026 and $ 172,414 for the same period ended 2025. The primary operating expense for 2026 consists of $ 178,454 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were $136,566. During the period ended 2026 General and Administrative expenses amounted to $32,104 constituting the second largest expense recognized during that quarter. Research and Development Expenses of $2,216 recognized for the three months ended March 31, 2026 consisted of amounts paid for Patent maintenance services provided by the Company’s patent attorney.
Other Income
For the three months ended March 31 2026, the Company reported a net other income of $1,145,636 whereas in the same period ended 2025 the Company reported the net other income of $93,995. Net other income for the quarter ended 2026 was primarily driven by Derivative Income of $1,181,680 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 an Operating Loss of $153,709 during the three months ended March 31, 2026 whereas the Company recognized an Operating Loss of $113,349 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 Income is $ 991,927 for the three months ended March 31, 2026 as opposed to a Net Loss of $19,354 for the same period ended 2025. The difference is primarily attributable to the recognition by the Company of greater Derivative Income during the period ended in 2026.
| 21 |
Six months ended March 31, 2026 and 2025
Revenues
Revenues from continuing operations were $118,129 for the six months ended March 31, 2026 which is essentially equivalent to Revenues from continuing operations for the same period ended 2025. $54,849 of revenue from related parties recognized during the six months ended March 31, 2026 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did $64,850 for the period ended 2025. $63,280 of revenue recognized during both of the three months ended March 31, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expense were $823,462 for the six months ended March 31, 2026 and $ 292,857 for the same period ended 2025. The primary operating expense for 2026 consists of $ 332,218 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were $221,192. During the period ended 2026 General and Administrative expenses amounted to $264,029 constituting the second largest expense recognized during that quarter.
Research and Development Expenses of $212,216 recognized by the Company for the six months ended March 31, 2026 consisted of :
(a)$2,216 paid for Patent maintenance services provided by the Company’s patent attorney.
(b) $10,000 paid to Dyo Biotechnologies for Research and Development services rendered during the quarter ended December 31, 2025.
(b) $200,000 recognized as an expense incurred in connection with the issuance of 20,000,000 shares of common stock to Dr. Harry Lander. On October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander (“Lander Agreement”). Under the terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate (“ Consulting Period”).
As consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of the Company (“Compensation Shares”) subject to a vesting schedule.
The Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (“ Transfer Restriction”) except as follows:
All Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.
In the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.
Other Income
For the six months ended March 31 2026, the Company reported a net other income of $729,407 whereas in the same period ended 2025 the Company reported the net other expense of $360,012. Net other income for the six months ended 2026 was primarily driven by Derivative Income of $800,854 recognized during the six 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 $705,333 during the six months ended March 31, 2026 whereas the Company recognized an Operating Loss of $174,727 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 Income is $ 24,074 for the six months ended March 31, 2026 as opposed to a Net Loss of $534,739 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 $742,315 from September 30, 2025 to March 31, 2026, primarily due to a decrease in Derivative Liability.
| Six Months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (261,175 | ) | $ | (167,609 | ) | ||
| Net cash provided by financing activities | 191,890 | 168,655 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (69,285 | ) | $ | 1,046 | |||
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities for the six months ended March 31, 2026 was $261,175 compared to $167,709, 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 six months ended March 31, 2026 as compared to the same period ended 2025.
Financing Activities
Net cash generated by financing activities for the six months ended March 31, 2026 was $191,890 which consisted of proceeds from sales of newly issued common stock.
| 22 |
Liquidity & Capital Resources Outlook
As of March 31, 2026, the Company had cash of $ 271 and net working deficit of approximately $5.3 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 March 31, 2026, the Company had cash of approximately $271 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.
Contractual Obligations
As of March 31, 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 March 31, 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.
| 23 |
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 . The Plaintiff, who has acquired rights to $398,740 of existing claims against the Company, is seeking damages in that amount along with attorneys’ fees and costs, The Company has entered into settlement negotiations with the Plaintiff in order to resolve this dispute in a mutually acceptable manner. Although the Company currently believes a mutually acceptable settlement can be agreed to by the parties no assurance can be given that a mutually acceptable settlement will occur and no assurance can be given that the outcome of this legal proceeding will not adversely affect the Company’s financial condition and operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the period beginning January 1 2026 and ending March 31, 2026 the Company issued an aggregate of 232,272,777 Common Shares (“Shares”) in satisfaction of $138,072 of principal convertible indebtedness, $13,630 of accrued interest on convertible indebtedness and $20,500 in incurred fees.
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 January 30, 2026 the Company issued 11,111,111 common shares (“Shares”) for consideration consisting of $50,000.
The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.
Between April 14th 2026 and April 28th 2026 the Company issued an aggregate of 160,519, 051 common shares (“Shares”) in satisfaction of $37,489 of principal convertible indebtedness, $857 of accrued interest on convertible indebtedness and $3,000 in incurred fees.
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.
Item 6. Exhibit Index
| Exhibit No. | Description | |
| 31.1 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 | |
| 31.2 | CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 | |
| 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 | |
| 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 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Schema Document | |
| 101.CAL | Inline XBRL Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 101.LAB | Inline XBRL Label Linkbase Document | |
| 101.PRE | Inline XBRL Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
| 24 |
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: | May 14, 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: | May 14, 2026 | |
| 25 |
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 March 31, 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: May 14, 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 March 31, 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: May 14, 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 March 31, 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: May 14, 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 March 31, 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: May 14, 2026 | By: | /s/ David R. Koos |
| David R. Koos | ||
| Chief Financial Officer |