10-Q
REGENEREX PHARMA, INC. (RGPX)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON,D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
[ ] TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
Commission File No. 000-53230

REGENEREX PHARMA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 98-0479983 |
|---|---|
| (State or other<br> jurisdiction of | (IRS Employer |
| incorporation or<br> organization) | Identification No.) |
5348 Vegas Drive #177
Las Vegas, NV 89108
(Address of principal executive offices)
(877) 761-7479
Registrant’s telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:
Yes [X ] No [ ]
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).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated<br> filer | [ <br> ] |
|---|---|---|---|
| Non-Accelerated filer | [ ] | Smaller<br> reporting company | [X] |
| Emerging<br> growth company | [X] |
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Securities registered pursuant to Section 12(b) of the Act: None
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 7, 2025 |
|---|---|
| Common stock, $0.001 par value | 281,425,910 |
“Explanatory Note Regarding Forward-Looking Statements:”
This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
| • | our ability to<br>add new customers; |
|---|---|
| • | the potential<br>benefits of and our ability to maintain our relationships, and establish or<br>maintain future collaborations or strategic relationships or obtain additional<br>funding; |
| • | our marketing<br>capabilities and strategy; |
| • | our ability to<br>maintain a cost-effective program; |
| • | our ability to<br>retain the continued service of our key professionals and to identify, hire and<br>retain additional qualified professionals; |
| • | our competitive<br>position, and developments and projections relating to our competitors and our<br>industry; |
| • | our estimates<br>regarding expenses, future revenue, capital requirements and needs for<br>additional financing; and |
| • | the impact of<br>laws and regulations. |
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
REGENEREX PHARMA, INC.
INDEX TO FORM 10-Q FILING
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024
TABLE OF CONTENTS
| PAGE | ||
|---|---|---|
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements (Unaudited) | 5 |
| Balance Sheets | 5 | |
| Statements of Operations | 6 | |
| Statements of Cash Flows | 7 | |
| Statements of Stockholders’ Deficit | 8 | |
| Notes to Financial Statements | 9 | |
| Item 2. | Management Discussion & Analysis of Financial Condition and Results of Operations | 16 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 21 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults Upon Senior Securities | 21 |
| Item 4. | Mining Safety Disclosures | 21 |
| Item 5 | Other Information | 21 |
| Item 6. | Exhibits | 21 |
| CERTIFICATIONS | ||
| 31.1 | Certification<br> of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2 | Certification of Chief Financial Officer Pursuant<br> to Section 302 of the Sarbanes-Oxley Act | |
| 32.1 | Certification<br> of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 32.2 | Certification<br> of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 4 | ||
| --- |
PARTI
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REGENEREX PHARMA, INC.
BALANCE SHEETS
(UNAUDITED)
| March 31,<br><br>2025 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current Assets | |||||
| Cash and equivalents | 172,430 | $ | 653,025 | ||
| Prepaid expenses | 20,250 | 350 | |||
| Total Current Assets | 192,680 | 653,375 | |||
| Furniture and computer equipment, net of accumulated depreciation of 4,585 and 3,326 as of June 30, 2025 and March 31, 2025 | 4,340 | 5,599 | |||
| Right of use assets | 566,353 | 604,262 | |||
| Total Assets | 763,373 | $ | 1,263,236 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current Liabilities | |||||
| Accounts payable | 171,268 | $ | 197,673 | ||
| Related party advances | — | 13,652 | |||
| Accrued compensation | 862,869 | 842,620 | |||
| Other accrued liabilities | 25,453 | 88,268 | |||
| Current portion of notes payable to shareholder and accrued interest | 486,112 | 469,105 | |||
| Current portion of notes payable to related parties and accrued interest | 295,664 | 306,103 | |||
| Current portion of notes payable and accrued interest | 2,843,132 | 2,824,232 | |||
| Current portion of lease liabilities | 167,673 | 181,894 | |||
| Total Current Liabilities | 4,852,171 | 4,923,547 | |||
| Lease liabilities, net of current portion | 458,858 | 495,894 | |||
| Total Liabilities | 5,311,029 | 5,419,441 | |||
| Commitments and Contingencies (Note 7) | — | — | |||
| Stockholders’ Deficit | |||||
| Common stock: 0.001 par value; 675,000,000 shares authorized; 281,175,910 and 281,070,910 issued and outstanding at June 30, 2025 and March 31, 2025 | 281,176 | 281,071 | |||
| Additional paid-in capital | 3,977,643 | 3,705,615 | |||
| Accumulated deficit | (8,806,475 | ) | (8,142,891 | ) | |
| Total Stockholders’ Deficit | (4,547,656 | ) | (4,156,205 | ) | |
| Total Liabilities and Stockholders’ Deficit | 763,373 | $ | 1,263,236 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
|---|
REGENEREX PHARMA, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2025 | 2024 | |||||
| Operating Expenses: | ||||||
| General and administrative | $ | 633,783 | $ | 254,280 | ||
| Total Operating Expenses | 633,783 | 254,280 | ||||
| Operating Loss | (633,783 | ) | (254,280 | ) | ||
| Other (Expense): | ||||||
| Interest expense | (23,596 | ) | (22,333 | ) | ||
| Foreign currency gain (loss) | (6,092 | ) | 4,053 | |||
| Taxes | (113 | ) | — | |||
| Total Other Income (Expenses | (29,801 | ) | (18,280 | ) | ||
| Net Loss | $ | (663,584 | ) | $ | (272,560 | ) |
| Basic and Diluted Loss per Common Share | $ | (0.00 | ) | $ | (0.00 | ) |
| Weighted Average Number of Common Shares Outstanding | 281,123,410 | 278,226,240 |
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
|---|
REGENEREX PHARMA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2025 | 2024 | |||||
| Cash Flows from Operating Activities: | ||||||
| Net loss | $ | (663,584 | ) | $ | (272,560 | ) |
| Adjustments to reconcile net loss to cash flows used in operating activities: | ||||||
| Depreciation and amortization | 1,259 | 1,144 | ||||
| Foreign currency adjustment | 6,092 | (4,053 | ) | |||
| Stock-based compensation | 257,133 | 20,997 | ||||
| Amortization of ROU assets, net of liabilities | (13,348 | ) | 29,052 | |||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses | (19,900 | ) | 183 | |||
| Accounts payable | (26,405 | ) | 63,300 | |||
| Accrued compensation | 20,250 | 96,885 | ||||
| Other accrued liabilities | (39,440 | ) | 9,720 | |||
| Net cash used in operating activities | (477,943 | ) | (55,332 | ) | ||
| Cash Flows from Investing Activities: | ||||||
| Purchase of furniture and computer equipment | — | — | ||||
| Net cash used in investing activities | — | — | ||||
| Cash Flows from Financing Activities: | ||||||
| Related party advances, net | — | 1,600 | ||||
| Repayment of notes payable to related parties | (17,652 | ) | — | |||
| Proceeds from notes payable to related parties | — | 53,360 | ||||
| Proceeds from sale of common stock and warrants | 15,000 | — | ||||
| Net cash provided by (used in) financing activities | (2,652 | ) | 54,960 | |||
| Increase (decrease) in cash and equivalents | (480,595 | ) | (372 | ) | ||
| Cash and cash equivalents, beginning of period | 653,025 | 372 | ||||
| Cash and cash equivalents, end of period | $ | 172,430 | $ | 0 | ||
| Supplemental Cash Flow Information - Cash Paid For: | ||||||
| Cash Paid for Interest | — | — | ||||
| Income Taxes | — | — | ||||
| Non-Cash Investing and Financing Activities: | ||||||
| Accrued interest converted into note payable to shareholder | $ | 11,779 | $ | 14,264 | ||
| Accrued interest converted into note payable to related parties | $ | 7,211 | $ | 4,866 | ||
| Non-Cash Investing and Financing | $ | 18,990 | $ | 19,130 |
The accompanying notes are an integral part of these unaudited financial statements.
| 7 |
|---|
REGENEREX PHARMA, INC.
STATEMENTS OFSTOCKHOLDERS’ DEFICIT FOR
THE THREE MONTHS ENDED JUNE30, 2025 AND 2024
(UNAUDITED)
| Common Stock | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Additional<br><br>Paid-in Capital | Accumulated Deficit | Stockholders’ Deficit | |||||||
| Balance at<br><br>March 31, 2024 | 278,225,910 | $ | 278,226 | $ | 1,275,798 | $ | (5,615,850 | ) | $ | (4,061,826 | ) |
| Stock-based compensation | 30,000 | 30 | 20,967 | — | 20,997 | ||||||
| Net loss | — | — | — | (272,560 | ) | (272,560 | ) | ||||
| Balance at<br><br>June 30, 2024 | 278,255,910 | $ | 278,256 | $ | 1,296,765 | $ | (5,888,410 | ) | $ | (4,313,389 | ) |
| Balance at<br><br>March 31, 2025 | 281,070,910 | $ | 281,071 | $ | 3,705,615 | $ | <br><br><br><br><br><br><br> (8,142,891 | ) | $ | (4,156,205 | ) |
| Shares and warrants sold for cash | 15,000 | 15 | 14,985 | — | 15,000 | ||||||
| Stock-based compensation | 90,000 | 90 | 257,043 | — | 257,133 | ||||||
| Net loss | — | — | — | (663,584 | ) | (663,584 | ) | ||||
| Balance at<br><br>June 30, 2025 | 281,175,910 | $ | 281,176 | $ | 3,977,643 | $ | (8,806,475 | ) | $ | (4,547,656 | ) |
The accompanying notes are an integral part of these unaudited financial statements.
| 8 |
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REGENEREXPHARMA, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - NATURE OF OPERATIONS
Regenerex Pharma, Inc., (the “Company” or “Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 of Company common stock shares. In addition, up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months.
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for an interest-free two million four hundred thousand dollars ($2,400,000) note payable. The note payable was originally due within 12 months of the date of the agreement, but allowed for an extension for an additional 12 month period for a 10% fee. The extension was taken, and the renewed note and extension fee are due August 17, 2025.
The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Risks and Uncertainties
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of other future pandemics on our business, results of operations, financial position, and cash flows.
The Company has a lack of revenue history and has had a limited history of operations. No revenue has historically been derived from the assets purchased. Regenerex can give no assurance of success or profitability to the Company’s investors.
NOTE 2 - BASIS OFPRESENTATION OF INTERIM FINANCIAL STATEMENTS
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending March 31, 2026. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2025 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2025 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
| 9 |
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NOTE 3 - GOING CONCERN
These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations and had an accumulated deficit of $8,806,475 as of June 30, 2025. The Company also has excess liabilities over assets of $4,547,656. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company requires significant cash to launch its business and reduce its payable. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability.
However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.
NOTE 4 - SIGNIFICANT ACCOUNTING POLICIES
RevenueRecognition
The Company will record revenue under Accounting Standards Codification (“ASC”) 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.
We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1.
Earnings perShare
Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
During the three months ended June 30, 2025, the Company excluded the outstanding stock options and warrants from its calculation of diluted earnings per share, as the options and warrants would be anti-dilutive. Conversion of outstanding warrants and options may result in approximately six million additional shares of common stock outstanding. As of June 30, 2025 and 2024, the Company had vested common share warrants and options outstanding of 6,248,688 and 2,734,250, respectively.
| 10 |
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Website
Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three months ended June 30, 2025 and 2024 was $0 and $714, respectively. The website has been fully depreciated as of June 30, 2025.
Furniture and Computer Equipment
Furniture and computer equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years. Depreciation expense for the three months ended June 30, 2025 and 2024 was $1,259 and $430. Significant betterments are capitalized while purchases under $500 are expensed as incurred.
Right of Use Assets and Lease Liabilities
The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of June 2024.
The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remaining lease term.
Stock-Based Payments
The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services.
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life
The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.
Research andDevelopment
We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.
Segment Reporting
In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers (“CODMs”) in deciding how to allocate resources and assess performance.
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The CODMs have been identified as the Chief Executive Officer and Chief Financial Officer, who review the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODMs review several key metrics, which include the following:
Schedule of Segment Reporting
| Three Months Ended | June 30, 2025 | June 30, 2024 |
|---|---|---|
| Revenues | - | - |
| Sales, general and administration | $633,783 | $254,280 |
| Research and development | - | - |
The key measures of segment profit or loss reviewed by our CODMs are revenue and operating expenses. Revenue is monitored by the CODMs to understand the performance of the Company. Operating expenses are reviewed and monitored by the CODMs to manage and forecast cash. The CODMs also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and internal budgets.
Recent Accounting Pronouncements
The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6).
On June 10, 2023, the Company, has entered into an agreement with Woundcare Labs, LLC., a party related to the CEO of the Company, to lease a plant and to lease equipment in Tennessee. (see note 8).
On May 23, 2025, the Company has entered into an agreement with Optimize Health Partners, LLC, a party related to the CFO of the Company, to develop and provide information technology systems to the Company.
Related Party Advances
The Company’s Chief Executive Office advanced $0 and $1,600 to the Company during the three months ended June 30, 2025 and 2024, respectively, to pay for operating expenses. The related party advances total $0 and $13,652 as of June 30, 2025, and March 31, 2025, respectively. Related party advances are unsecured, non-interest bearing and due on demand.
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Notes Payable to Related Parties
During the three-month periods ended June 30, 2025 and 2024, the Company’s CEO advanced the Company monies for operating expenses in the amount of $0 and $53,360, respectively. Repayment was made totaling $17,652 and $0, during the three-month periods ended June 30, 2025 and 2024. The advances are due on September 30, 2025 and bear interest at 10% per annum.
The related party notes payable totaled $295,664 and $306,103 as at June 30, 2025 and March 31, 2025. Interest expenses were $7,211 and $3,169 during the three-month periods ended June 30, 2025 and 2024, respectively, which is included in notes payable.
Note Payable to Shareholder
As at June 30, 2025 and March 31, 2025, the Company had various promissory notes with total outstanding principal and accrued interest balances of $486,112 and $469,105, respectively, due to a shareholder of the Company. These notes are unsecured, bear interest at 10% per annum, and have maturity of September 30, 2025.
Aggregate interest expense was $11,779 and $14,570 during the three months ended June 30, 2025 and 2024, which is included in included in notes payable to shareholders and accrued interest at June 30, 2025 and March 31, 2025, respectively.
Other Notes Payable
On June 20, 2023, Regenerex entered into a Note agreement with a relative of a former Company Officer. The Note is for $184,232 plus interest and was due on June 30, 2025. This note has been renewed until June 30, 2026.
NOTE 6 - INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 of Company common stock. In addition, up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. This rate was amended by the Board of Directors in January 2025 to 25% from all investment money raised.
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable. The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development. The note payable was due within twelve (12) months of the date of the agreement and is included in current liabilities. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance. The extension has been taken, and the new note is due August 16, 2025.
The Technology Platforms include but are not limited to:
| A. | Proteomic research platforms which include proprietary blends. |
|---|---|
| B. | Combination design Techniques |
| C. | Patent Pending Proprietary Blends |
| D. | Patent Pending Formulas |
| E. | Trademarks and all pending Trademarks |
| F. | 510K USA FDA, information, and Know-how for application |
| G. | All Clinical trials, (Right to use) |
| H. | CE mark (International) |
| I. | Regenerex Library formula incorporated in the Wound Healing Technology. |
| J. | Wound Healing Technology QBX |
| K. | Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark. |
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Products:
| 1. | Xcellderma over the counter product. |
|---|---|
| 2. | Accelerex, combination product as a drug device. |
| 3. | Accelerex in a tube. |
NOTE 7 - COMMITMENTS ANDCONTINGENCIES
The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.
See Note 6 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Asset Purchase Agreement. Payments made to the Company’s CEO in connection with the Asset Purchase Agreement are $0 and $0 during the three months ended June 30, 2025 and 2024. Through June 30, 2025 a total of $651,500 has been paid under this agreement.
NOTE 8 - OPERATING LEASES
On April 1, 2023, the Company entered into an office lease agreement commencing in May 2023 which expires on April 30, 2028. Under this agreement, the monthly rental payments are $1,650 throughout the term of the lease. On September 6, 2024, the lease agreement was amended to expire November 1, 2024. The Company is required to pay for all utilities used on the premises and has paid a security deposit of $800 which was refunded August 30, 2024.
A new office lease was entered into on September 28, 2024 and commencing on November 1, 2024. The lease is for five years and ends on October 31, 2029. The rental payments are $1,100 per month. Sewer and water utilities monthly payment of $50 is to be added to the monthly rental payments.
On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920. The plant has been approved by the FDA for the production of our OTC drug Xcellderma. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027.
During the three-month periods ended June 30, 2025 and 2024, the operating lease cost was $53,952 and $55,602, respectively, and is included in general and administrative expenses in the accompanying financial statements.
NOTE9 - STOCKHOLDERS’ DEFICIT
The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share.
During each of the three months ended June 30, 2025 and 2024, the Company issued 90,000 shares to board members and consultants for services rendered. During each of the three months ended June 30, 2025 and 2024, stock-based compensation of $45,000 and $5,400 was expensed within general and administrative expenses. Additionally, the Chief Financial Officer purchased 15,000 shares at $1.00 per share, with 15,000 warrants issued during the three months ended June 30, 2025.
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During the three months ended June 30, 2025 and 2024, the Company issued 240,000 and 126,000 warrants (fair value $0.37 per share for June 30, 2025 and fair value of $.10 per share for June 30, 2024 ) to board members, employees and consultants for services rendered with a total grant date fair value of $88,800 and $12,561, respectively. Total stock-based compensation expense of $88,800 and $15,597, respectively, was recorded in connection with these awards during the three-month periods ended June 30, 2025 and 2024. The warrants are vested and contain exercise prices ranging from $0.33 and $1.00 per share, and expire on dates ranging up to July 1, 2030.
On May 22, 2025, the Company adopted the 2025 Equity Plan. A total of 20 million shares have been allocated for the plan. The Company’s Chief Financial Officer was allocated 4,000,000 options under the plan at an exercise price of $1.00 as part of his employment package. The vesting is over the three years of his employment contract and vest at approximately 111,111 options per month, with a grant date fair value of $0.37 per option. Total shares vested is 333,333 totaling $123,333 for the three months ended June 30, 2025. There is another $1,356,667 to be expensed over the next 2.75 years.
The warrant and option award fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate ranging from 4.33% to of 5.19%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 80.0%.
The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.
As of the date of this valuation, the Companies stock was not trading. The volatility was not calculated on each date shares were issued but was calculated at the end of the quarterly reporting period prior to the date the warrants were issued. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.
The dividend yield assumption for equity awards granted is based on Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.
The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.50 per share based upon an allocation of the recent cash price paid for common stock and warrants.
As of June 30, 2025, 5,915,355 warrants had been issued all of which are vested. None of the warrants have been exercised.
NOTE 10 - SUBSEQUENT EVENTS
Subsequent to June 30, 2025, $250,000 in stock was issued at $1.00 per share, along with 1 warrant per share. The net proceeds were $162,500, after fees and the Company’s Chief Executive Officer note repayment related to purchase transaction discussed in Note 6.
A binding letter of intent between Colltech Limited (HCT) and Regenerex Pharma (RGPX) was entered into July 11, 2025. The agreement establishes an exclusive worldwide partnership for ovine (sheep) collagen products, with Colltech as the manufacturer and supplier, and RGPX as the exclusive distributor for wound care applications. Colltech will provide high-quality Type I & III ovine collagen products, including their proprietary 300 kDa intact collagen and nano-collagen technologies sourced from Australian sheep, while RGPX will handle regulatory approvals, marketing, and distribution globally with an initial focus on the U.S. market.
The letter of intent will be finalized into an agreement by August 31, 2025 and the agreement will run for the entire life of Colltech's patent rights and includes provisions for joint R&D collaboration, shared intellectual property ownership for new developments, Halal certification requirements, and comprehensive quality and regulatory compliance standards. Both parties commit to developing a more detailed long-form contract by March 31, 2026, to serve as the foundation for scaled commercial operations.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS
In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Regenerex Pharma, Inc. unless the context requires otherwise.
Forward-Looking Statements
The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
Operations and New Developments
On November 15, 2021, the Company entered into an Related Party Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15^th^ of the following month, for a period of 60 months. The Board of Directors has recently approved an increase of the repayment rate to 25% of all investment money into the Company.
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) interest-free due August 17, 2024. The note payable is due within twelve (12) months of the date of the agreement. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance. The extension has been taken, and the new note is due August 16, 2025.
The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products.
Businessof Issuer
Regenerex Pharma, Inc. (the "Company" or "Regenerex Pharma") specializes in the development and commercialization of advanced wound care healing products. The Company operates through three distinct proprietary technologies designed to address different wound care needs:
| 16 | |
|---|---|
| 1. | Chronic Wound Closure Technology - Specifically designed for closing chronic wounds |
| --- | --- |
| 2. | Acute Wound Acceleration Technology - Focused on accelerating closure of acute or surgical wounds |
| 3. | Contamination Control Technology - Addresses contamination issues across all wound types, including biofilm destruction |
The Company's comprehensive Wound Closure System and protocols effectively treat a broad spectrum of wounds, including diabetic ulcers, pressure ulcers, venous ulcers, burns, and surgical wounds. These innovative products position Regenerex to capture significant market share in both domestic and international markets.
Core Technology: QBx™
The Company's proprietary active ingredient, QBx™, addresses a critical issue in wound healing by down-regulating the production of specific proteases and matrix metalloproteases (MMPs). Medical and scientific consensus has established that elevated protease levels significantly impede wound healing, with approximately 80% of chronic wounds displaying elevated protease levels, including MMPs.
Current Products
| 1. | Xcellderma™ OTC - Liquid Bandage Skin Protectant |
|---|---|
| a. | Sterile wound dressing effective for treating wounds, skin irritations, cuts, and abrasions |
| --- | --- |
| b. | Available as an over-the-counter solution |
| --- | --- |
| 2. | Accelerex™ Sterile Wound Cream |
| --- | --- |
| a. | First commercially available medical device containing QBx™ |
| --- | --- |
| b. | Designed for treating chronic and acute wounds including: |
| --- | --- |
| • | Diabetic ulcers |
| --- | --- |
| • | Burns |
| --- | --- |
| • | Pressure ulcers (stages I-IV) |
| --- | --- |
| • | Venous stasis ulcers |
| --- | --- |
| 3. | Custom-formulated sterile wound ointment utilizing technology originally derived from oak bark extract |
| --- | --- |
QBx™ represents the most efficacious, clinically proven chronic wound care technology globally. The Company's Wound Closure System has demonstrated remarkable success in clinical trials, achieving closure rates of up to 95% of non-responding chronic wounds within 90 days. Notably, these tested wounds had previously failed to respond to conventional treatment protocols.
Chronic wounds represent a significant healthcare challenge characterized by:
| • | Failure to<br>progress through normal healing sequences |
|---|---|
| • | Delayed healing<br>lasting weeks, months, or years |
| • | Resistance to<br>conventional dressings and therapies |
| • | Substantial<br>financial and quality-of-life burden on patients |
| • | Frustration for<br>caregivers and clinicians |
Chronic wounds impose substantial costs on the U.S. healthcare system:
| • | Nearly seven million Americans<br> currently live with chronic wounds |
|---|---|
| • | One in four<br> families has a member with a chronic wound |
| • | 3% of individuals<br> over 65 have open wounds |
| • | Growing<br> prevalence due to aging population and increasing rates of diabetes and<br> obesity |
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| --- |
The Company has purchased proprietary wound care formulations, and has entered into an agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and equipment in Tennessee. We expect to launch our sales initiative during the Company’s second quarter of our fiscal year ending March 31, 2026.
Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Also, in discussions with Puerto Rico related to federally funded programs. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid and federal population.
Financial Results andTrends
Results of Operations for the Three Months EndedJune 30, 2024 and 2023
At present, the Company has $0 revenue during the three months ended June 30, 2025 and 2024. Net loss increased from $272,560 for the three months ended June 30, 2024 to $663,584 for the three months ended June 30, 2025 due to an increase in payroll expense and lease costs.
Liquidity and Capital Resources
The Company requires significant cash to launch its business and reduce its payables. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. The Company’s primary sources of liquidity and capital resources have been notes payable and raising equity capital, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
Cash Flow
The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, | ||||||
| 2025 | 2024 | |||||
| Net cash (used in) provided by: | ||||||
| Operating activities | $ | (477,943 | ) | $ | (55,332 | ) |
| Investing activities | $ | — | $ | — | ||
| Financing activities | $ | (2,652 | ) | $ | 54,960 |
Operating Activities
Cash used in continuing operating activities was $477,943 and $55,332 for the three months ended June 30, 2025 and 2024, respectively. The decrease in cash used in operating activities was primarily due to an increase in stock based compensation, accounts payables and other accrued liabilities.
Investing Activities
Cash used in investing activities was $0 and $0 for the three months ended June 30, 2025 and 2024.
Financing Activities
Cash provided by (used for) financing activities was $(2,652) and $54,960 for the three months ended June 30, 2025 and 2024, respectively. The decrease in cash provided by financing activities was primarily due to smaller sale of stock.
Off-Balance Sheet Arrangements
None.
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WHERE YOU CAN FIND MOREINFORMATION
You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We had no material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
This report includes the certification of our Chief Executive Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.
Evaluation of DisclosureControls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2025 as such term is defined in Exchange Act Rule 13a-15(f).
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2025.
Management’s Report onInternal Control over Financial Reporting
Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
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In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were not effective and that material weaknesses existed in the following area as of June 30, 2025.
We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding complex and non-routine transactions. Management recognized that during the preparation of our Financial Statements, the Company recorded material post close adjustments. This situation led to delays in the process and evidenced the need to improve the existent control environment including the experience and knowledge of the team. Management will continue to seek guidance from third-party experts and consultants to gain a thorough understanding of these transactions.
Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implement additional enhancements or improvements, as necessary.
InherentLimitations on Internal Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:
| ● | Judgments in decision-making can be faulty, and<br> control and process breakdowns can occur because of simple errors or<br> mistakes; |
|---|---|
| ● | Controls can be circumvented by individuals,<br> acting alone or in collusion with others, or by management override; |
| ● | The design of any system of controls is based in<br> part on certain assumptions about the likelihood of future events, and there<br> can be no assurance that any design will succeed in achieving its stated<br> goals under all potential future conditions; |
| ● | Over time, controls may become inadequate because<br> of changes in conditions or deterioration in the degree of compliance with<br> associated policies or procedures; and |
| ● | The design of a control system must reflect the<br> fact that resources are constrained, and the benefits of controls must be<br> considered relative to their costs. |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 2025, the Company is not involved in any material litigation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSSECURITIES
During the three months ended June 30, 2025, the Company issued fifteen thousand (15,000) shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of fifteen thousand ($15,000) dollars. One warrant was issued for each share purchased, for a total of fifteen thousand (15,000) warrants. The warrants are exercisable at one dollar ($1.00) and expire twenty-four (24) months after the date of the purchase agreement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
There is no information with respect to which information is not otherwise called for by this form.
ITEM 6. EXHIBITS
Exhibits
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.
| Registrant | Regenerex Pharma, Inc. | |
|---|---|---|
| Date:<br> August 13, 2025 | By: | /s/ Gregory Pilant |
| Gregory<br> Pilant | ||
| Chief<br> Executive Officer |
Filed by Avantafile.com - Regenerex Pharma, Inc. - Exhibit 31.1
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934 for the period ending June 30, 2025
I, Gregory Pilant, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Regenerex Pharma, 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 control 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, including its 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 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 evaluations: 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 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 the registrant’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| 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. | |
| Registrant | Regenerex Pharma, Inc. | |
| --- | --- | --- |
| Date: August 13, 2025 | By: | /s/ Gregory Pilant |
| Gregory Pilant | ||
| Chief Executive Officer (Principal Executive Officer) |
Filed by Avantafile.com - Regenerex Pharma, Inc. - Exhibit 31.2
Exhibit 31.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934 for the period ending June 30, 2025
I, Kenneth Perry, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Regenerex Pharma, 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 control 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, including its 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 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 evaluations: 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 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 the registrant’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| 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. | |
| Registrant | Regenerex Pharma, Inc. | |
| --- | --- | --- |
| Date: August 13, 2025 | By: | /s/ Kenneth W Perry |
| Kenneth W Perry | ||
| Chief Financial Officer (Principal Financial Officer) |
Filed by Avantafile.com - Regenerex Pharma, Inc. - Exhibit 32.1
Exhibit 32.1
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Regenerex Pharma, Inc. (the ‘Company’) on Form 10-Q for the period ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the ‘Report’), I, Gregory Pilant, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. | |
| Registrant | Regenerex Pharma, Inc. | |
| --- | --- | --- |
| Date: August 13, 2025 | By: | /s/ Gregory Pilant |
| Gregory Pilant | ||
| Chief Executive Officer (Principal Executive Officer) |
Filed by Avantafile.com - Regenerex Pharma, Inc. - Exhibit 32.2
Exhibit 32.2
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Regenerex Pharma, Inc. (the ‘Company’) on Form 10-Q for the period ending June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the ‘Report’), I,
Kenneth W Perry,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. | |
| Registrant | Regenerex Pharma, Inc. | |
| --- | --- | --- |
| Date: August 13, 2025 | By: | /s/ Kenneth W Perry |
| Kenneth W Perry | ||
| Chief Financial Officer (Principal Financial Officer) |