false
0001589150
0001589150
2025-10-02
2025-10-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 2, 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.
Item
1.01 Entry into a Material Definitive Agreement.
On
October 2, 2025 Regen Biopharma, Inc. (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
foregoing description of the abovementioned Lander Agreement is not complete and is qualified in its entirety by reference to the text
of the abovementioned Lander Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this
Item 1.01 by reference.
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
foregoing description of the abovementioned Koos Agreement is not complete and is qualified in its entirety by reference to the text
of the abovementioned Koos Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item
1.01 by reference.
HemaXellarate
, a stem cell derived therapy being developed by the Company, is a cellular composition of autologous stromal vascular fraction derived
from adipose tissue. The Company intends to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory
aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous
stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints
of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or
relapse.
3.02
Unregistered Sales of Equity Securities
On
October 2, 2025 the Company issued twenty million newly issued common shares of the Company to
Harry Lander pursuant to the Lander Agreement and subject to a vesting schedule.
On
October 2, 2025 the Company issued twenty million newly issued common shares of the Company to
David Koos pursuant to the Koos Agreement and subject to a vesting schedule.
All
of the abovementioned securities 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.
As
a result of the issuance of the abovementioned securities as of October 3, 2025 Regen Biopharma, Inc. has 79,374,704 common shares outstanding.
Item
8.01. Other Events
COMMON
SHARES OUTSTANDING:
As
of October 3, 2025 Regen Biopharma, Inc. has 79,374,704 common
shares outstanding.
Item
9.01. Financial Statements and Exhibits.
Exhibit
10.1 Lander Agreement
Exhibit
10.2 Koos Agreement
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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:
October 3, 2025 |
By: |
/s/
David Koos |
| |
Name: |
David
Koos |
| |
Title: |
Chairman
and Chief Executive Officer |
