RGBP details Reg A and 4(a)(2) share issuances, debt settlement

Rhea-AI Filing Summary

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.

Insights

Equity Capital Markets Analyst

Multiple share issuances raised modest cash and converted debt; dilution increased while liabilities decreased.

Regen BioPharma reported several unregistered equity issuances under Item 3.02. Cash sales via Tier 2 Regulation A totaled $191,800 across 6.8M, 3.5M, 7.1M, and 1.78M shares, each implying roughly $0.01 per share. The company also issued 4.5M shares to satisfy $30,204 in principal and $13,536 in accrued interest, removing $43,740 of debt obligations.

In aggregate, approximately 23.68M new common shares were issued. This improves liquidity modestly and eliminates a small amount of indebtedness, but increases share count. Sales were conducted directly by management with no underwriters or commissions disclosed. Exemptions cited were Tier 2 Regulation A for cash sales and Section 4(a)(2) for the debt conversion.

Key dependencies include ongoing access to Regulation A capital and the company’s ability to manage dilution. Items to watch: any subsequent 8-Ks disclosing additional Reg A issuances, updates to total shares outstanding in future periodic reports, and further debt-for-equity settlements. The dated events from October–November 2025 set a reference for tracking follow-on activity at similar per-share levels.

FAQ

What did RGBP disclose in its latest 8-K?

It reported multiple unregistered issuances of common shares via Tier 2 Regulation A offerings and a Section 4(a)(2) issuance to settle convertible debt.

How many shares did RGBP issue on October 8, 2025 and for how much?

It issued 6,800,000 shares for $68,000 under a Tier 2 Regulation A offering.

What were the October 27, 2025 transactions for RGBP?

RGBP issued 3,500,000 shares for $35,000 via Tier 2 Regulation A and 4,500,000 shares under Section 4(a)(2) to satisfy $30,204 principal and $13,536 interest on convertible debt.

Did RGBP use underwriters or pay commissions?

For the Section 4(a)(2) issuance, no underwriters were retained and no commission or other consideration was paid. Reg A sales were made directly by management.

What were the later Reg A sales by RGBP?

On October 28, 2025, it issued 7,100,000 shares for $71,000, and on November 10, 2025, 1,780,000 shares for $17,800, both sold directly by management.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/13/2025 - 11:57 AM Learn about SEC filing dates

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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 8, 2025

REGEN BIOPHARMA, INC.

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

Nevada		45-5192997
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Commission File No. 333-191725

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

(Address of Principal Executive Offices)

(619) 722 5505

(Issuer’s telephone number)

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

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

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

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

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

Emerging growth company ☒

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

3.02 Unregistered Sales of Equity Securities

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.

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.

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 13, 2025	By:	/s/ David Koos
	Name:	David Koos
	Title:	Chairman and Chief Executive Officer