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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October
27, 2026
REGEN
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
| Nevada |
|
45-5192997 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
Commission
File No. 333-191725
8697
La Mesa Blvd, Suite C#107
La
Mesa CA 91942
(Address
of Principal Executive Offices)
(619) 722
5505
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| None |
|
None |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
October 27, 2026 Regen Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured
promissory Note (the “Note”) from the Company in the principal amount of $125,000 of which $12,500 was retained by Coventry
through an Original Issue Discount.
The
Note carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the eighteen-month term of the
Note for an aggregate Guaranteed Interest $12,500. The Principal Amount and the Guaranteed Interest shall be due and payable in 8 equal
monthly payments (each, a “Monthly Payment”) of 17,187.50 Dollars, commencing 6 months after funds received and continuing
on the 20th day of each month thereafter.
Existing
convertible indebtedness and accrued interest on existing convertible indebtedness totaling $71,557 was satisfied from the proceeds of
the Note.
Upon
an Event of Default (as such term is defined in the Note) the Note shall become convertible, in whole or in part, into shares of Common
Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days
preceding a Conversion Date.
Upon
the event that while this Note has been outstanding for four months, the Company consummates another financing transaction or if the
Company has an effective Regulation A Offering Statement then the Investor may choose to convert any amount up to the entire balance
of the note including guaranteed interest into shares at the same offering price as the aforementioned financing transaction or the Regulation
A Offering..
The
foregoing description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference
to the text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated
in this Item 1.01 by reference.
On
October 27, 2026 the Company entered into a common stock purchase agreement (the “Equity Line Agreement”) with Coventry providing
for an equity financing facility (the “Equity Line”). The Equity Line Agreement provides that upon the terms and subject
to the conditions in the Equity Line Agreement, Coventry is committed to purchase up to Ten Million Dollars ($10,000,000) of shares of
common stock, $0.0001 par value per share (the “Common Stock”), over the 36-month term of the Equity Line Agreement (the
“Total Commitment”).
Under
the terms of the Equity Line Agreement, Coventry will not be obligated to purchase shares of Common Stock unless and until certain conditions
are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective
which registers Coventry’s resale of any Common Stock purchased by Coventry under the Equity Line.
From
time to time over the 36-month term of the Commitment Period ( as such term is defined in the Equity Line Agreement) the Company, in
its sole discretion, may provide Coventry with a draw down notice (each, a “Draw Down Notice”), to purchase a specified number
of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations discussed below. The actual
amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”) is to be determined
by multiplying the Draw Down Amount Requested by the applicable purchase price. The purchase price of each share of Common Stock equals
80% of the lowest trading price of the Common Stock during the ten business days prior to the Draw Down Notice date (the “Pricing
Period”).
The
maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of
(i) 200% of the Average Daily Traded Value ( as such term is defined in the Equity Line Agreement) during the ten business days immediately
preceding the Drawdown Notice Date or (ii) $250,000. The Company is prohibited from delivering a Draw Down Notice if the sale of shares
of Common Stock pursuant to the Draw Down Notice would cause the Company to issue and sell to Coventry or Coventry to acquire or purchase
an aggregate number of shares of Common Stock that would result in Coventry beneficially owning more than 4.99% of the issued and outstanding
shares of Common Stock of the Company.
The
foregoing description of the abovementioned Equity Line Agreement is not complete and is qualified in its entirety by reference to the
text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated in this
Item 1.01 by reference.
Item
9.01 Financial Statements and Exhibits
| 10.1 |
Securities
Purchase Agreement |
| |
|
| 10.2 |
Convertible Note |
| |
|
| 10.3 |
Equity Line |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
REGEN BIOPHARMA, INC. |
| |
|
|
| Dated:
November 2, 2026 |
By: |
/s/
David Koos |
