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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 2, 2025

 

REGEN BIOPHARMA, INC.

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

 

Nevada   45-5192997

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Commission File No. 333-191725

 

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

(Address of Principal Executive Offices)

 

(619)722 5505

(Issuer’s telephone number)

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 2, 2025 Regen Biopharma, Inc. (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.

 

The foregoing description of the abovementioned Lander Agreement is not complete and is qualified in its entirety by reference to the text of the abovementioned Lander Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.

 

On October 2, 2025 the Company entered into an agreement with David Koos, the Company’s Chairman and Chief Executive Officer (“Koos Agreement”). Pursuant to the Koos Agreement David Koos was paid twenty million newly issued common shares of the Company (“Koos Compensation Shares”) subject to a vesting schedule. The Company has issued these shares to Davis Koos as consideration for services to be rendered by Koos in connection with a planned Phase I Clinical Trial of HemaXellerate .

 

The Koos Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by David Koos (“ Transfer Restriction”) except as follows:

 

All Koos 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.

 

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

 

 

 

 

HemaXellarate , a stem cell derived therapy being developed by the Company, is a cellular composition of autologous stromal vascular fraction derived from adipose tissue. The Company intends to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.

 

3.02 Unregistered Sales of Equity Securities

 

On October 2, 2025 the Company issued twenty million newly issued common shares of the Company to Harry Lander pursuant to the Lander Agreement and subject to a vesting schedule.

 

On October 2, 2025 the Company issued twenty million newly issued common shares of the Company to David Koos pursuant to the Koos Agreement and subject to a vesting schedule.

 

All of the abovementioned securities 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.

 

As a result of the issuance of the abovementioned securities as of October 3, 2025 Regen Biopharma, Inc. has 79,374,704 common shares outstanding.

 

Item 8.01. Other Events

 

COMMON SHARES OUTSTANDING:

 

As of October 3, 2025 Regen Biopharma, Inc. has 79,374,704 common shares outstanding.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit 10.1 Lander Agreement

 

Exhibit 10.2 Koos Agreement

 

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  REGEN BIOPHARMA, INC.
     
Dated: October 3, 2025 By: /s/ David Koos
  Name: David Koos
  Title: Chairman and Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

Agreement dated October 2, 2025 by and between Harry Lander (“Consultant”) , a natural person and Regen BioPharma, Inc. (“Company”), a Nevada corporation

 

WHEREAS, the Company desires to engage the Consultant to assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate

 

WHEREAS, Consultant desires to assist the Company in regard to planned Phase I Clinical Trial of HemaXellerate

 

NOW, THEREFORE, it is agreed as follows:

 

1. Term. The Term of this Agreement shall commence on October 3, 2025 and shall expire on the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate unless terminated in accordance with the provisions of Section 7 hereof; provided, however, that the term of this Agreement may be extended by mutual agreement. The period from the commencement of the term of this Agreement to the date of its expiration or sooner termination shall be considered to be the “Consulting Period” hereunder.

 

2. Duties. Consultant shall, as directed by the Chief Executive Officer of the Company (“CEO”), assist the Company in all aspects of the planned Phase I Clinical Trial of HemaXellerate. During the Consulting Period Consultant shall perform his duties hereunder in a diligent manner shall use his best efforts to promote the best interests of the Company.

 

3. Independent Contractor Relationship. In accordance with the mutual intentions of the Company and the Consultant, this Agreement establishes between them an independent contractor relationship going forward, and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship. There is no intention to create an employer-employee relationship between the Company and Consultant. Consultant agrees that he will not claim to be an employee of the Company and he will not seek employee benefits from the Company.

 

4. Representations and Warranties

 

A) Company hereby represents and warrants to Consultant as follows;

 

(i) Corporate Existence of Company. Company:

 

(a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and

 

(b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.

 

(ii) No Conflicts. None of the execution, delivery and performance of this Agreement by Company, or the consummation or the transactions contemplated hereby and thereby

 

(a) constitute or will constitute a violation of the organizational documents of Company,

 

(b) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Company, loan agreement, lease or other agreement or instrument to which Company is a party or by which Company or any of its properties may be bound,

 

 

 

 

(c) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Company or any of its properties in a proceeding to which its property is or was a party.

 

(B) Consultant hereby represents and warrant to Company as follows:

 

(i) No Conflicts. None of the execution, delivery and performance of this Agreement by Consultant, or the consummation of the transactions contemplated hereby and thereby

 

(a) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Trust, loan agreement, lease or other agreement or instrument to which Consultant is a party or by which Consultant or any of its properties may be bound,

 

(b) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or Governmental Authority directed to Consultant or any of their properties in a proceeding to which its property is or was a party.

 

5. Compensation. On or before ____ , 2025 Consultant shall receive twenty million newly issued common shares of the Company (“Compensation Shares”). The shares shall be subject to a vesting schedule (see Schedule 1.). Consultant and Company agree that the Compensation Shares shall be the sole compensation due and payable to the Consultant pursuant to this Agreement.

 

6. Restricted Securities Acknowledgement. Consultant acknowledges that any securities issued pursuant to this Agreement shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall contain the following restrictive legend:

 

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”

 

7. Termination.

 

a. The Consulting Period shall terminate upon the earlier of:

 

(i) the expiration of the Consulting Period,

 

(ii) the death of Consultant,

 

(iii) the expiration of a continuous period of thirty (30) calendar days during which Consultant is unable to perform his material duties due to physical or mental incapacity,

 

(iv) termination by the Company due to “just cause,”

 

(v) termination by Consultant due to a material breach of this Agreement by the Company . The exercise of the right of the Company or Consultant to terminate this Agreement pursuant to clauses (iv) or (v) hereof, as the case may be, shall not abrogate the rights and remedies of the terminating party in respect of the breach giving rise to such termination.

 

b. “Just cause” hereunder shall be defined and limited to mean:

 

(i) Consultant’s failure or refusal, as determined by the CEO in his sole discretion, to perform specific directives of the CEO which are consistent with the scope and nature of Consultant’s duties and responsibilities as set forth herein which failure or refusal continues after notice thereof and a reasonable time to cure; such reasonable time to be determined by the CEO.

 

 

 

 

(ii) Consultant’s conviction for a felony or any crime involving moral turpitude, fraud, or misrepresentation, or the presentation of proof satisfactory to the CEO in the exercise of its reasonable judgment of Consultant’s misappropriation or embezzlement of funds or assets from the Company;

 

(iii) any intentional act having the purpose and effect of injuring the reputation, business or business relationships of the Company in any material respect; and

 

(iv) any breach by Consultant of any material provision of this Agreement.

 

8.Entire Agreement. This Agreement contains the entire understanding between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.

 

9. Governing Law; Venue. This Agreement has been executed in and shall be governed by the laws of the state of California, without giving effect to the conflict of laws rules thereof or of any state. Venue for any action brought hereunder shall be proper only in San Diego county, California.

 

IN WITNESS WHEREOF, the parties to this Agreement have set their respective hands hereto as of the date first written above.

 

Company    Consultant
     
By: David R. Koos   By: Harry Lander
Its: CEO      
Signature: /s/ David R. Koos   Signature: /s/ Harry Lander

 

SCHEDULE 1

 

VESTING SCHEDULE FOR COMPENSATION SHARES

 

Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Consultant (“ 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.

 

 

 

 

Exhibit 10 .2

 

Agreement dated October 2 , 2025 by and between David Koos (“Employee”) , a natural person and Regen BioPharma, Inc. (“Company”), a Nevada corporation

 

WHEREAS, the Company desires to conduct a planned Phase I Clinical Trial of HemaXellerate (“Clinical Trial”)

 

WHEREAS, the Company has determined that Employee’s services are essential for the successful completion of the Clinical Trial

 

NOW, THEREFORE, it is agreed as follows:

 

On or before October 5, 2025 Employee shall receive twenty million newly issued common shares of the Company (“Compensation Shares”). The shares shall be subject to a vesting schedule (see Schedule 1.).

 

Employee acknowledges that any securities issued pursuant to this Agreement shall not be registered pursuant to the Securities Act of 1933 shall constitute “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and shall contain the following restrictive legend:

 

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”

 

This Agreement contains the entire understanding between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein.

This Agreement has been executed in and shall be governed by the laws of the state of California, without giving effect to the conflict of laws rules thereof or of any state. Venue for any action brought hereunder shall be proper only in San Diego county, California.

 

IN WITNESS WHEREOF, the parties to this Agreement have set their respective hands hereto as of the date first written above.

 

Company    Employee
     
By: David R. Koos   By: David R. Koos
Its: Chairman and CEO      
Signature: /s/ David R. Koos   Signature: /s/ David R. Koos

 

SCHEDULE 1

 

VESTING SCHEDULE FOR COMPENSATION SHARES

 

Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Employee (“ Transfer Restriction”) except as follows:

 

All Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate.