Mounting losses and scant cash at Regen BioPharma (RGBP) raise going-concern risk
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.
Positive
- None.
Negative
- Severe going-concern risk and heavy leverage: Cash was only $4,578 against $6.8 million of current liabilities, a $6.6 million working-capital deficit, $2.46 million of derivative liabilities, and an explicit statement of “significant doubt” about the company’s ability to continue as a going concern.
Insights
Regen BioPharma shows rising losses, severe balance-sheet stress, and explicit going-concern doubt.
Regen BioPharma generated only
The balance sheet is highly stressed: cash was just
Management states there is “significant doubt” about the ability to continue as a going concern and plans to seek additional equity or debt. Subsequent common stock issuances and ongoing convertible note structures suggest continued dilution risk. Future filings describing financing progress and the planned HemaXellerate phase 1 trial will be important for understanding how long the company can sustain operations.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
Commission
File No.
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)
(Issuer’s telephone number)
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer |
| ☒
|
|
APPLICABLE ONLY TO CORPORATE ISSUERS:
As
of February 2, 2026 Regen Biopharma, Inc. had
As of February 2, 2026 Regen Biopharma, Inc. had 10,123,771 shares of Series A Preferred Stock outstanding.
As of February 2, 2026 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.
As of February 2, 2026 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.
As of February 2, 2026 Regen Biopharma, Inc. had 15,007 shares of Series NC Preferred Stock outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes
☐ No
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 2025 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS: | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, related party | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Investment securities, related party | - | - | ||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Notes payable | - | - | ||||||
| Notes payable - related parties | ||||||||
| Notes payable | ||||||||
| Unearned income | ||||||||
| Derivative liability | ||||||||
| Convertible notes payable, net of unamortized debt discount | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common Stock ($ | ||||||||
| Preferred Stock, | - | |||||||
| Series A Preferred; | ||||||||
| Series AA Preferred; $ | - | |||||||
| Series M Preferred; $ | ||||||||
| Series NC Preferred; $ | ||||||||
| Preferred stock, value | ||||||||
| Additional Paid in capital | ||||||||
| Other Comprehensive Income | ( | ) | ( | ) | ||||
| Retained Earnings (Deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying Notes are an integral part of these Financial Statements
| 2 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENT OPERATIONS
(Unaudited)
| Quarter Ended | Quarter Ended | |||||||
December 31, 2025 | December 31, 2024 | |||||||
| Net revenue: | ||||||||
| Revenues | $ | $ | ||||||
| Revenues, Related Party | ||||||||
| Net revenue | $ | |||||||
| Operating expenses: | ||||||||
| Research and Development | ||||||||
| General and Administrative | ||||||||
| Consulting and Professional Fees | ||||||||
| Rent | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Interest Expense attributable to Amortization of Discount | ( | ) | ( | ) | ||||
| Derivative Income (Expense) | ( | ) | ( | ) | ||||
| Penalties | ||||||||
| Financing Fees | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Per common share basic and diluted: | ||||||||
| Net loss per common share, basic and diluted | $ | ( | ) | ( | ) | |||
| Number of weighted average shares - basic and diluted | ||||||||
The accompanying Notes are an integral part of the Financial Statements
| 3 |
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
Quarter Ended December 31, 2025
(Unaudited)
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | in Capital | Income | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Series A Preferred | Series AA Preferred | Series NC Preferred | Common | Series M Preferred | Additional Paid-in | Other Comprehensive | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | in Capital | Income | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award , Employee | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Stock Award , Nonemployee | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Interest | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income ( Loss) | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
Quarter Ended December 31, 2024
(Unaudited)
| Series A Preferred | Series AA Preferred | Series NC Preferred | Common | Series M Preferred | Additional Paid in | Accumulated Other Comprehensive | Retained | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Income | Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | - | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance | $ | - | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Common stock paid as dividend | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued in satisfaction of debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for Services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income ( Loss) for the quarter | - | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | - | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Balance | $ | - | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Financial Statements
| 4 |
REGEN BIOPHARMA, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Quarter Ended | Quarter Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income (loss) | $ | ( | ) | - | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in derivative liability | ||||||||
| Increase (Decrease) in Interest expense attributable to amortization of Discount | ||||||||
| Preferred Stock issued for Compensation | ||||||||
| Common Stock issued for Compensation | ||||||||
| Common Stock issued for Expenses | ||||||||
| (Increase) Decrease in Accounts Receivable | ( | ) | - | |||||
| (Increase) Decrease in Prepaid Expenses | ||||||||
| Increase (Decrease) in Accounts Payable | ||||||||
| Increase (Decrease) in Accrued Expenses | ||||||||
| Increase (Decrease) in Penalties | ||||||||
| Increase ( Decrease) in Unearned Income | ( | ) | ( | ) | ||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Increase (Decrease)in Convertible Notes Payable | ||||||||
| Increase (Decrease)in Notes Payable | ( | ) | ||||||
| Increase (Decrease) Other Liabilities | ||||||||
| Common stock issued for cash | ||||||||
| Borrowings from notes payable to related parties | ||||||||
| Net Cash Provided by (Used in) Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ( | ) | - | |||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Disclosure of noncash investing and financing activities: | ||||||||
| Common Shares issued for Notes Payable | $ | $ | ||||||
| Convesion of Notes Payble to Convertible Debt | ||||||||
| Common Shares issued for interest | $ | $ | ||||||
The accompanying Notes are an integral part of the Financial Statements
| 5 |
REGEN BIOPHARMA, INC.
Notes to Condensed Consolidated Financial Statements
As of December 31, 2025
1. ORGANIZATION
The Company was organized April 24, 2012 under the laws of the State of Nevada.
The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.
The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease.
The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern Matters
The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (“GAAP”), which assume the Company’s ongoing operations as a going concern. The Company incurred
a net comprehensive loss of $
Management intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed. There are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements. If funds from operations and any private placements, public offerings, or loans prove insufficient, the Company will need to explore alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.
Due to uncertainties related to these issues, significant doubt persists regarding the company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.
Basic of Presentation
The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.
Principles of Consolidation
The consolidated financial statements include the accounts of KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated.
| 6 |
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include accounts receivables, accrued liabilities, income taxes, long-lived assets, and deferred tax valuation allowances. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.
Reverse Stock Split
On
March 6, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate
of Incorporation to effect a reverse stock split of its issued Common Stock in the ratio of 1-for-1,500 (the “Reverse Stock Split”).
As a result of the Reverse Stock Split, the total number of shares of common stock held by each shareholder was converted automatically
into the number of whole shares of common stock equal to
The
historical financial statements have been retroactively adjusted to reflect a
Derivative Liability
The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.
The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of December 31, 2025 utilized the following inputs:
SCHEDULE OF DERIVATIVE LIABILITY ON CONVERTIBLE NOTES USING BLACK SCHOLES PRICING MODEL
| Schedule of Derivative liability | ||||
| Risk Free Interest Rate | % | |||
| Expected Term | ||||
| Expected Volatility | % | |||
| Expected Dividends | - |
Income Taxes
The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2025 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of
| 7 |
Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
Basic Earnings (Loss) Per Share
The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.
Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
Advertising
Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $
Revenue Recognition
The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.
Research and Development Cost
Research
and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development
of the Company’s product developments and patents. The Company R&D costs were $
Stock-Based Compensation
The Company accounts for share-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, Share-based Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option. If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.
| 8 |
Segment Reporting
FASB
ASC Topic 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating
segments. The Company’s management identifies operating segments based on how the Company’s management internally evaluate
separate financial information, business activities and management responsibility. At the current time, the Company has only
Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, “Income Taxes”. Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company is subject to Income tax filings requirements in U.S. federal and various state jurisdictions. The Company’s tax returns for all years are subject to U.S. federal, state, and local income tax examinations by tax authorities. The Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which requires entities to estimate all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this guidance on January 1, 2023. The adoption of this accounting standard did not have an impact on the Company’s consolidated financial statements as the Company is in a pre-revenue state and does not generate revenue and has no receivables from third party.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental disclosure of segment information on an interim and annual basis. This ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application to all prior periods presented in the financial statements is required for public entities. The Company adopted ASU 2023-07 as of January 1, 2024, which resulted in additional disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
| 9 |
3. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
December 31, 2025 | September 30, 2025 | |||||||
| Accounts receivables – related party | $ | $ | ||||||
| Total – Accounts receivables | $ | $ | ||||||
During
the quarter ended December 31, 2025 there was
4. PREPAID EXPENSES
Prepaid expenses were comprised of the following:
SCHEDULE OF PREPAID EXPENSES
December 31, 2025 | September 30, 2025 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Total – Accounts receivables | $ | $ | ||||||
Prepaid expenses consist of payments of certain expenses by cash or issuance of shares for which services are pending to be received.
5. INVESTMENTS
The Company classifies its investment securities as available-for-sale. Available-for-sale securities are recorded at fair value, with unrealized gains and losses reported as a component of other comprehensive income (loss), net of related tax effects, until realized. Realized gains and losses are recognized in earnings when the securities are sold, using the specific identification method. Declines in fair value judged to be other-than-temporary are recognized in earnings.
6. ACCRUED EXPENSES
Accrued Expenses were comprised of the following:
SCHEDULE OF ACCRUED EXPENSES
December 31, 2025 | September 30, 2025 | |||||||
| Accrued payroll taxes | $ | $ | ||||||
| Accrued Interest | ||||||||
| Accrued Payroll | ||||||||
| Accrued Rent | ||||||||
| Other Accrued Expenses | ||||||||
| Total Accrued Expenses | $ | $ | ||||||
| 10 |
7. UNEARNED INCOME
Unearned income is attributable to payments made to the Company and its wholly owned subsidiary pursuant to two license agreements for which income is recognized over the terms of the agreement.
8. NOTES PAYABLE
Notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE TO NON RELATED PARTY
December 31, 2025 | September 30, 2025 | |||||||
| Bostonia Partners, Inc. | $ | - | $ | |||||
| Conventry Enterprises LLC | - | - | ||||||
| Total notes payable | - | |||||||
| Less – Accumulated amortization | - | |||||||
| Total notes payable | $ | - | $ | - | ||||
9. NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consisted of the following:
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES
December 31, 2025 | September 30, 2025 | |||||||
| David Koos | $ | $ | ||||||
| BST Partners | ||||||||
| Zander Therapeutics, Inc. | ||||||||
| Total notes payable to related parties | ||||||||
| Less – current portion | ( | ) | ( | ) | ||||
| Total Long Term notes payable | $ | - | $ | - | ||||
The terms of notes payable are as follows:
| ● | David Koos | |
| $ | ||
| ● | Zander Therapeutics, Inc. | |
| $ | ||
| $ | ||
| $ | ||
| $ | ||
| $ | ||
| Zander Therapeutics, Inc, and the Company are under common control. |
| 11 |
10. CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
SCHEDULE OF CONVERTIBLE NOTES
December 31, 2025 | September 30, 2025 | |||||||
| Lender 1 – May 5, 2017 –
Annual interest rate at | $ | $ | ||||||
| Lender 2 – May 8, 2016 – Annual
interest rate at | ||||||||
| Lender 3 – April 6, 2016 – Annual
interest rate at | ||||||||
| Lender 4 – December 20, 2017 –
Annual interest rate at | ||||||||
| Lender 5 – October 31, 2016 – Annual
interest rate at | ||||||||
| Lender 6 – September 4, 2024 | ||||||||
| Lender 7 – October 28, 2024 | ||||||||
| Lender 8- July 28, 2025 | ||||||||
| ;Lender 9 - August 5, 2025 | ||||||||
| Total convertible notes payable | ||||||||
| Total convertible notes payable | ||||||||
| Less – unamortized debt discount | ( | ) | ( | ) | ||||
| Total convertible notes payable | $ | $ | ||||||
| i. | On
May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ | |
| ii. | On
March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ | |
| iii. | On
April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ | |
| iv. | On
December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ | |
| v. | On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $ |
| 12 |
| vi. | Effective
September 4, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coventry Enterprises,
LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a | |
The
Note carries “Guaranteed Interest” on the principal amount at the rate of
| ||
| vii. | On
October 28, 2024 a promissory note in the amount $
viii.
On July 28, 2025 Regen Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with CFI Capital LLC (“CFI”), pursuant to which CFI purchased a
The Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company.
ix.
On August 5, 2025 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Labrys Fund
II LP(“Labrys”), pursuant to which Labrys purchased a
The Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. |
| 13 |
11. DERIVATIVE LIABILITY
The Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.
The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $
Derivative liability consisted of the following:
SCHEDULE OF DERIVATIVE LIABILITY
December 31, 2025 | ||||
| Lender 1 | $ | |||
| Lender 4 | ||||
| Lender 5 | ||||
| Lender 6 | ||||
| Lender 7 | ||||
| Lender 8 | ||||
| Lender 9 | ||||
| Total derivative liabilities | $ | |||
| Derivative liabilities | $ | |||
12. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2025:
| ● | Common
stock, $ |
With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.
Preferred
Stock, $
| 14 |
The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.
| ● | Series AA Preferred Stock |
On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The
Board of Directors of the Company have authorized
| ● | Series A Preferred Stock |
On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).
The
Board of Directors of the Company have authorized
Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”)
out of funds legally available therefore, non-cumulative cash dividends of $
Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders
of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or
earnings, an amount equal to $
If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.
| 15 |
On January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series M Preferred Stock” (hereinafter referred to as “Series M Preferred Stock”).
The
Board of Directors of Regen have authorized
The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
On March 26, 2021 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).
The
Board of Directors of Regen have authorized
The holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore
On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
On May 20, 2024 Regen Biopharma, Inc. amended its Certificate of Incorporation adding the following Article 8 which is and reads as follows:
Shares of one class or series of stock may be issued as a share dividend in respect of another class or series.
On May 21, 2024 the Board of Directors of Regen Biopharma, Inc declared a dividend to all shareholders of record as of June 20,2024 (“Record Date”) to be paid to shareholders on or about July 1, 2024 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist of two share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.
On
July 3, 2024
On September 18, 2024 the Board of Directors of Regen Biopharma, Inc.(“Regen”) declared a dividend to all shareholders of record as of October 17,2024 (“Record Date”) be paid to shareholders on November 1, 2024 such dividend to be payable in shares of the Regen’s authorized but unissued Common Stock and to consist of one share of Common Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.
| 16 |
On
November 1, 2024
On October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander (“Lander Agreement”). Under the terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate (“ Consulting Period”).
As consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of the Company (“Compensation Shares”) subject to a vesting schedule.
The Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (“ Transfer Restriction”) except as follows:
All Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.
In the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.
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.
On
October 8, 2025 the Company issued
On
October 27, 2025 the Company issued
On
October 27, 2025 the Company issued
On
October 28, 2025 the Company issued
On
November 10, 2025 the Company issued
On
November 12, 2025 the Company issued
| 17 |
13. RELATED PARTY TRANSACTIONS
The Company had the following related party transactions:
| ● | Revenue Transaction |
On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. (“Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (“License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with the Company.
Pursuant
to the Agreement, Zander shall pay to
The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.
Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales, as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.
Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).
Zander
is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($
The Agreement may be terminated by The Company:
| ◌ | If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product. | |
| ◌ | The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP. | |
| ◌ | The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated. |
The Agreement may be terminated by either party in the event of a material breach by the other party.
The CEO of the Company is also the CEO and chairman of Zander.
| 18 |
| ● | Sublease of Facility |
On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma,
Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis
for $
The
Company agreed that in addition to the base rent of $
On December 1, 2025 the sublease was terminated. The Company currently utilizes office space provided by the Company’s CEO on a month to month basis free of charge
BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
| ● | Notes Payable to Related Parties |
The Company had the following notes payable to related party transactions
| ◌ | Notes Payable to David Koos, CEO of the Company | |
| $ | ||
| ◌ | Notes Payable to Zander Therapeutics, Inc. | |
| $ | ||
| $ | ||
| $ | ||
| $ | ||
| $ |
| The CEO of the Company is also the CEO and chairman of Zander. |
| 19 |
14. INCOME TAXES
SCHEDULE OF DEFERRED TAX ASSETS
As of December 31, 2025
| Deferred tax assets: | ||||
| Net operating tax carry forwards | $ | |||
| Other | - | |||
| Gross deferred tax assets | ||||
| Valuation allowance | ( | ) | ||
| Net deferred tax assets | $ | - | ||
As of September 30, 2025
| Deferred tax assets: | ||||
| Net operating tax carry forwards | $ | |||
| Other | ( | ) | ||
| Gross deferred tax assets | ||||
| Valuation allowance | ( | ) | ||
| Net deferred tax assets | ||||
As
of December 31 2025 the Company has a Deferred Tax Asset of $
As
of September 30 2025 the Company has a Deferred Tax Asset of $
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain.
A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.
As the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to 0.
15. SUBSEQUENT EVENTS
The Company assessed subsequent events through the date on which the financial statements became available for issuance. The Company has determined that there are no subsequent events that require disclosure other than the following:
On
January 15, 2026 the Company issued
On January 19, 2026 the Board of Directors of Regen Biopharma, Inc.(“Regen”) declared a dividend to all shareholders of record as of February 3, 2026 (“Record Date”) to be paid to shareholders on or about February 9, 2026 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist of one share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.
On
January 29, 2026 the Company issued
On
January 30, 2026 the Company issued
On
February 3. 2026 the Company issued
| 20 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc.
| Three Months Ended | ||||||||||||||||||||||||
| December 31, 2025 | December 31 2024 | Changes | ||||||||||||||||||||||
| Amount | Percent
of Revenue | Amount | Percent
of Revenue | Amount | Percentage | |||||||||||||||||||
| Net revenue: | ||||||||||||||||||||||||
| Revenues | 31,640 | 53.57 | % | 31,640 | 13.38 | % | 0 | 0.00 | % | |||||||||||||||
| Revenues, Related Party | 27,425 | 46.43 | % | 27,425 | 11.59 | % | 0 | 0.00 | % | |||||||||||||||
| Net revenue | 59,065 | 100.00 | % | 59,065 | 24.97 | % | 0 | 0.00 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and Development | 210,000 | 355.54 | % | 0 | 0.00 | % | 210,000 | 100.00 | % | |||||||||||||||
| General and Administrative | 222,525 | 376.75 | % | 13,317 | 5.63 | % | 209,208 | 94.02 | % | |||||||||||||||
| Consulting and Professional Fees | 153,764 | 260.33 | % | 84,626 | 35.77 | % | 69,138 | 44.96 | % | |||||||||||||||
| Rent | 15,000 | 25.40 | % | 22,500 | 9.51 | % | (7,500 | ) | -50.00 | % | ||||||||||||||
| Total operating expenses | 610,689 | 1018.02 | % | 120,443 | 50.91 | % | 490,246 | 80.28 | % | |||||||||||||||
| Loss from operations | (551,624 | ) | -933.93 | % | (61,378 | ) | -25.95 | % | (490,246 | ) | 88.87 | % | ||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (26,553 | ) | -44.96 | % | (25,352 | ) | -10.72 | % | (1,201 | ) | 4.52 | % | ||||||||||||
| Interest Expense attributable to Amortization of Discount | (8,850 | ) | -14.98 | % | (12,639 | ) | -5.34 | % | 3,789 | -42.81 | % | |||||||||||||
| Derivative Income (Expense) | (380,826 | ) | -644.76 | % | (416,016 | ) | -175.86 | % | 35,190 | -9.24 | % | |||||||||||||
| Penalties | 0 | 0.00 | % | 0.00 | % | 0 | 0 | |||||||||||||||||
| Financing Fees | 0 | 0.00 | % | 0 | -100.00 | % | ||||||||||||||||||
| Total other income (expense), net | (416,229 | ) | -704.70 | % | (454,007 | ) | -191.92 | % | 37,778 | -9.08 | % | |||||||||||||
| Net loss before income taxes | (967,853 | ) | -1638.64 | % | (515,384 | ) | -217.87 | % | (452,469 | ) | 46.75 | % | ||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net loss | (967,853 | ) | -1638.64 | % | (515,384 | ) | -217.87 | % | (452,469 | ) | 46.75 | % | ||||||||||||
| 21 |
Results of Operations
Three months ended December 31, 2025 and 2024
Revenues
Revenues from continuing operations were $59,065 for the three months ended December 31, 2025 and $59,065 for the same period ended 2024. $27,425 of revenue from related parties recognized during the three months ended December 31, 2025 and consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did $27,425 for the period ended 2024. $31,640 of revenue recognized during both of the three months ended December 31, 2025 and 2024 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expense were $610,689 for the three months ended December 31, 2025 and $ 120,443 for the same period ended 2024. The primarily operating expenses for 2025 consists of $ 210,000 of Research and Development expenses and $231,925 of General and Administrative Expenses. In the same period in previous year Research and Development expenses were $0 and General and Administrative Expenses were $13,317.
Other Income
For the three months ended December 31 2025, the Company reported a net other expense of $(416,229) whereas in the same period ended 2024 the Company reported the net other expense of $(454,007). Net other expense for the quarter ended 2025 was primarily driven by a greater Operating Loss recognized during the quarter ended 2025 the Company also recognized higher interest expense and lower amortization expenses as compared to the quarter ended 2024.
Net Loss
The Company recognized an Operating Loss of $551,624 during the three months ended December 31, 2025 whereas the Company recognized an Operating Loss of $61,378 for the same period ended 2024. The increase in operating loss is primarily attributable to an increase in all expense categories other than rent incurred during the period ended 2025 as compared to the period ended in 2025.
Net Loss is $ 967,853 for the three months ended December 31, 2025 as opposed to a Net Loss of $515,384 for the same period ended 2024. The difference is primarily attributable to the recognition by the Company of a larger Operating Loss during the period ended in 2025.
Working capital deficit increased by $291,814 from September 30, 2025 to December 31, 2025, primarily due to increase in Derivative Liability.
| Three Months ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (197,941 | ) | $ | (66,379 | ) | ||
| Net cash provided by financing activities | 132,694 | 65,799 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (64,977 | ) | $ | (581 | ) | ||
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities for the three months ended December 31, 2025 was $197,941 compared to $66,379, for the same period ended 2024. The increase in cash used in operating activities is primarily attributable to increased operating expenses incurred by the Company during the three months ended December 31, 2025 as compared to the same period ended 2024.
Financing Activities
Net cash generated by financing activities for the three months ended December 30, 2025 was $132,964 which consisted of proceeds from sales of newly issued common stock.
| 22 |
Liquidity & Capital Resources Outlook
As of December 31, 2025, the Company had cash of $ 4,578 and net working deficit of approximately $6.5 million.
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and it has incurred and expects to continue incur significant research & development cost for products development.
The accompanying financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of December 31, 2025, the Company had cash of approximately $4,578 and an accumulated deficit of approximately $22 million. The Company has incurred recurring losses, experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of these financial statements.
Contractual Obligations
As of December 31, 2025 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were ineffective at this reasonable assurance level as of the period covered.
Changes in Internal Controls over Financial Reporting
In connection with the evaluation of the Company’s internal controls during the period commencing on October 1, 2025 and ending on December 31, 2025, David Koos, who serves as the Company’s Principal Executive Officer , Principal Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.
| 23 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander (“Lander Agreement”). Under the terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate (“ Consulting Period”).
As consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of the Company (“Compensation Shares”) subject to a vesting schedule.
The Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (“ Transfer Restriction”) except as follows:
All Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.
In the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On 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 Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On October 8, 2025 the Company issued 6,800,000 common shares (“Shares”) for consideration consisting of $68,000.
The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management
On October 27, 2025 the Company issued 3,500,000 common shares (“Shares”) for consideration consisting of $35,000.
The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management
On October 27, 2025 the Company issued 4,500,000 common shares (“Shares”) in satisfaction of $30,204 of principal convertible indebtedness and $13,536 of accrued interest on convertible indebtedness.
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The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On October 28, 2025 the Company issued 7,100,000 common shares (“Shares”) for consideration consisting of $71,000.
The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management
On November 10, 2025 the Company issued 1,780,000 common shares (“Shares”) for consideration consisting of $17,800.
The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management
On November 12, 2025 the Company issued 5,000,000 common shares (“Shares”) in satisfaction of $38,037 of principal convertible indebtedness and $2,463 of accrued interest on convertible indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On January 15, 2026 the Company issued 5,000,000 common shares (“Shares”) in satisfaction of $11,449 of principal convertible indebtedness and $8.101 of accrued interest on convertible indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
On January 29, 2026 the Company issued 5,302,732 common shares (“Shares”) in satisfaction of $12,000 of principal convertible indebtedness and $1,000 of accrued interest on convertible indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares
On January 30, 2026 the Company issued 11,111,111 common shares (“Shares”) for consideration consisting of $50,000.
The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.
On February 3. 2026 the Company issued 5,000,000 common shares (“Shares”) in satisfaction of $12,250 of principal convertible indebtedness.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.
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Item 6. Exhibit Index
| Exhibit No. | Description | |
| 31.1 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 | |
| 31.2 | CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002 | |
| 32.1 | CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | |
| 32.2 | CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Schema Document | |
| 101.CAL | Inline XBRL Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 101.LAB | Inline XBRL Label Linkbase Document | |
| 101.PRE | Inline XBRL Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Regen Biopharma, Inc.
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Chairman, Chief Executive Officer | |
| Date: | February 13, 2026 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Regen Biopharma, Inc.
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Acting Chief Financial Officer, Director | |
| Date: | February 13, 2026 |
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FAQ
How did Regen BioPharma (RGBP) perform in the quarter ended December 31, 2025?
What is Regen BioPharma’s (RGBP) cash position and working capital as of December 31, 2025?
Does Regen BioPharma (RGBP) disclose a going-concern issue in this 10-Q?
How much did Regen BioPharma (RGBP) spend on research and development this quarter?
What are Regen BioPharma’s (RGBP) key liabilities related to convertible notes and derivatives?
How is Regen BioPharma (RGBP) funding its operations and what dilution occurred?
What is Regen BioPharma’s (RGBP) business focus and development stage?
