Regen BioPharma (RGBP) adds new shares via debt conversion and Reg A

Rhea-AI Filing Summary

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

Positive

• None.

Negative

• Significant equity issuance with limited cash proceeds: The company issued large blocks of new shares, including 11,111,111 shares for only $50,000 in cash and over 10 million shares for debt and interest conversion, increasing dilution relative to the balance-sheet benefit.

Insights

Equity & Capital Structure Analyst

Regen BioPharma trades debt for equity and raises modest cash, increasing its share count.

Regen BioPharma is restructuring part of its balance sheet by converting convertible debt and accrued interest into equity and issuing additional shares for cash. Two transactions exchanged debt and interest totaling $32,550 for 10,302,732 common shares, reducing liabilities while expanding the equity base.

A third transaction issued 11,111,111 shares for $50,000 in cash under a Tier 2 Regulation A offering, again increasing the share count. All issuances were conducted as unregistered offerings, either under Section 4(a)(2) of the Securities Act or Regulation A, with no underwriters and no commissions paid.

These actions lower convertible indebtedness and provide limited new cash, but they also increase the number of shares outstanding, as reflected in the 129,468,577 common shares outstanding as of February 2, 2026. The overall effect is a shift from debt toward equity financing, with dilution balanced against modest liability reduction and cash inflow.

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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): January 15, 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 3.02 Unregistered Sales of Equity Securities.

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.

As of February 2, 2026 the Company has 129,468,577 common shares issued and outstanding.

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: February 2, 2026	By:	/s/ David Koos

FAQ

What new shares did Regen BioPharma (RGBP) issue in January 2026?

Regen BioPharma issued three blocks of common stock: 5,000,000 shares on January 15, 5,302,732 shares on January 29, and 11,111,111 shares on January 30, 2026. These issuances were used for debt conversion and a small cash raise.

How much Regen BioPharma (RGBP) debt was converted into equity?

Regen BioPharma converted convertible indebtedness and interest totaling $32,550 into equity. This included $11,449 principal plus $8,101 interest on January 15, and $12,000 principal plus $1,000 interest on January 29, satisfied through share issuances.

How much cash did Regen BioPharma (RGBP) raise through its Regulation A offering?

The company raised $50,000 in cash on January 30, 2026 by issuing 11,111,111 common shares under a Tier 2 Regulation A offering. Shares were sold directly by management without underwriters or commissions.

Under which exemptions were Regen BioPharma (RGBP) shares issued?

Debt-conversion shares issued on January 15 and January 29, 2026 relied on Section 4(a)(2) of the Securities Act of 1933. The 11,111,111 shares issued on January 30, 2026 were sold under a Tier 2 Regulation A offering, also without underwriters.

What is Regen BioPharma’s (RGBP) share count after these transactions?

Following the January 2026 issuances, Regen BioPharma reported 129,468,577 common shares issued and outstanding as of February 2, 2026. This figure reflects the additional shares from the debt conversions and the Regulation A cash offering.

Did Regen BioPharma (RGBP) pay any commissions on these share sales?

No commissions or other consideration were paid on the reported share issuances. The company states that no underwriters were retained and that all shares were sold directly through its management, with no advertising or general solicitation for the Section 4(a)(2) offerings.