Regen Biopharma SEC Filings

Regen BioPharma, Inc. reported another heavy loss for the quarter ended December 31, 2025, while remaining in an early-stage development phase with no approved products. Net revenue was modest at $59,065, unchanged from the prior-year quarter and largely driven by license agreements with Oncology Pharma and related-party Zander Therapeutics.

Operating expenses climbed sharply to $610,689 from $120,443, mainly due to $210,000 in research and development spending and substantially higher general and administrative costs. The company posted an operating loss of $551,624 and a net loss of $967,853, widening from $515,384 a year earlier, while also recording significant derivative expense tied to its convertible notes.

Liquidity remains strained. Cash fell to just $4,578 and total assets were $237,076 against current liabilities of $6,810,073, leaving a stockholders’ deficit of $(6,572,997) and a derivative liability of $2,460,443. Management explicitly notes “significant doubt” about the company’s ability to continue as a going concern and plans to rely on additional equity and debt financing, including recent share issuances, to fund operations and clinical plans.

Regen BioPharma, Inc. reported several unregistered common stock issuances involving debt conversion and a small cash raise. On January 15, 2026 it issued 5,000,000 shares to satisfy $11,449 of principal and $8,101 of accrued interest on convertible indebtedness. On January 29, 2026 it issued 5,302,732 shares to satisfy $12,000 of principal and $1,000 of accrued interest on convertible indebtedness. On January 30, 2026 it issued 11,111,111 shares for cash consideration of $50,000 under a Tier 2 Regulation A offering. All issuances were made without underwriters, with shares sold directly by management. As of February 2, 2026 the company had 129,468,577 common shares issued and outstanding.

Regen Biopharma, Inc. announced a special stock dividend in the form of its authorized but unissued Series A Preferred Stock. Shareholders of record on February 3, 2026 are scheduled to receive the dividend on or about February 9, 2026.

Each eligible holder will receive one share of Series A Preferred Stock for every one share of Regen Biopharma common stock, Series A Preferred Stock, Series AA Preferred Stock, Series M Preferred Stock, and Series NC Preferred Stock owned as of the record date. The dividend is paid entirely in shares, not cash, and applies across these listed classes of the company’s stock.

Regen Biopharma, Inc. is an early-stage Nevada biotech focused on regenerative medicine and immuno-oncology, with no clinical trials yet started and no conclusions of efficacy for its product candidates. The company is developing several NR2F6‑targeted programs, including HemaXellerate for severe aplastic anemia, dCellVax and tCellVax cell therapies, DiffronC and DuraCar for solid tumors, plus small‑molecule NR2F6 modulators, all in pre‑clinical or IND‑stage development.

Regen controls a portfolio of issued U.S. patents around NR2F6 modulation, cancer vaccines, and gene‑silencing technologies and monetizes some of this IP through licenses, notably to Zander Therapeutics for veterinary uses and to Oncology Pharma for human pancreatic and colon cancer indications, with upfront fees, royalties of 4–5% of Net Sales, and 10% of sublicense consideration. As of December 26, 2025, the company had 108,054,704 common shares outstanding and multiple preferred series, following a 1‑for‑1500 reverse split and a 2024 Series A preferred stock dividend, and continues to fund operations through Regulation A offerings, convertible notes, and share issuances for debt settlement and consulting services.

Regen BioPharma, Inc. filed an 8‑K disclosing unregistered sales of common stock. The company issued 6,800,000 shares on October 8, 2025 for $68,000 under a Tier 2 Regulation A offering sold directly by management.

On October 27, 2025, it issued 3,500,000 shares for $35,000 via Tier 2 Regulation A, and separately issued 4,500,000 shares to satisfy $30,204 of principal and $13,536 of accrued interest on convertible indebtedness under Section 4(a)(2), with no underwriters, commissions, or general solicitation.

On October 28, 2025, Regen issued 7,100,000 shares for $71,000 via Tier 2 Regulation A, and on November 10, 2025, it issued 1,780,000 shares for $17,800 via Tier 2 Regulation A. All Tier 2 Regulation A sales were conducted directly through management.

Regen BioPharma, Inc. entered into two equity-based consulting arrangements tied to a planned Phase I clinical trial of its HemaXellerate therapy. The company granted twenty million newly issued common shares to consultant Dr. Harry Lander and twenty million newly issued common shares to Chairman and CEO David Koos, each subject to vesting upon successful completion of the trial. The shares were issued as unregistered securities under Section 4(a)(2) of the Securities Act without underwriters, commissions, or general solicitation. As of October 3, 2025, Regen BioPharma had 79,374,704 common shares outstanding.

Regen BioPharma, Inc. disclosed that it raised cash through several unregistered sales of common stock to unaffiliated investors in mid-September 2025. On September 15, 2025 the company issued 3,320,000 common shares for cash consideration of $33,200, on September 16, 2025 it issued 1,000,000 shares for $10,000, and on September 18, 2025 it issued 1,500,000 shares for $15,000.

The shares were issued in reliance on Regulation A exemptions from registration under the Securities Act of 1933. No underwriters were involved, the sales were conducted directly by management without commissions or other consideration paid, and the company states that proceeds from each sale will be used for working capital.