Regen BioPharma Inc SEC Filings

Regen BioPharma, Inc. notified the SEC that it will file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 late. The company cites a delay in the review being performed by its public accountant that could not be overcome without unreasonable effort and expense. Relying on Rule 12b-25, Regen BioPharma states it expects to file the Form 10-Q no later than the fifth calendar day after the original due date. The company indicates that all other required periodic reports have been filed and that it does not anticipate any significant change in results of operations versus the same period last year.

Regen BioPharma, Inc. entered into a Settlement and Mutual Release Agreement with Trillium Partners, LP, resolving $398,740 of claims. After a court fairness hearing under Section 3(a)(10) of the Securities Act and Section 25142 of the California Corporations Code, the company will issue common or Series A preferred shares in tranches. Trillium will receive 65% of the Net Proceeds from sales of these shares until the remitted amount equals the claim.

The company changed its independent auditor after Simon & Edward LLP acquired the attest business of BCRG Group; BCRG was dismissed and Simon & Edward appointed. BCRG’s prior audit opinions for fiscal years ended September 30, 2025 and 2024 were unqualified but included an explanatory paragraph about substantial doubt regarding Regen BioPharma’s ability to continue as a going concern. The board also authorized 1,000 shares of a new Series N Preferred Stock, each carrying 75,000,000 votes, voting together with common and other preferred as a single class, which can significantly concentrate voting power if fully issued.

Regen BioPharma, Inc. reported very small revenue but headline profitability for the quarter ended March 31, 2026. Net revenue was $59,065 for the quarter and $118,129 for the six months, essentially flat versus the prior year and largely from license agreements, including related-party Zander Therapeutics.

The company posted quarterly net income of $991,927 and six‑month net income of $24,074, driven mainly by a non‑cash derivative income gain of $1,181,680 for the quarter and $800,854 year‑to‑date from revaluing convertible note derivatives, while operating losses widened to $153,709 for the quarter and $705,333 for six months as research, consulting and general expenses increased.

Liquidity is extremely tight: cash was only $271 at March 31, 2026, with total current liabilities of $5,619,062, a working capital deficit of about $5.3 million, an accumulated deficit of $21,667,546, and a derivative liability of $1,278,763. Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern and plans to rely on additional equity or debt financing.

The balance sheet is highly leveraged to convertible debt; convertible notes payable (net of discount) were $817,717, and multiple older notes remain outstanding on deeply discounted conversion terms. To reduce debt and pay fees and interest, Regen issued 232,272,777 common shares in the six months ended March 31, 2026, plus 11,111,111 shares for $50,000 cash, and later a further 160,519,051 shares after quarter‑end, leading to significant dilution.

Capital structure is complex, with 351,438,592 common shares outstanding at March 31, 2026 and, as of May 1, 2026, 511,957,643 common shares plus large preferred series, including 154,760,498 Series A shares following a stock dividend of 144,636,727 Series A Preferred on February 9, 2026. One lawsuit seeking $398,740 plus fees is pending in California state court, with settlement discussions underway. Management also concludes that disclosure controls and procedures were ineffective.

Regen BioPharma, Inc. issued 77,849,847 common shares between February 4 and February 27, 2026 to settle outstanding obligations. The shares were issued to satisfy $53,474 of principal on convertible indebtedness, $4,249 of accrued interest and $11,000 in incurred fees.

The issuance was conducted as an unregistered private placement under Section 4(a)(2) of the Securities Act of 1933, with no underwriters, commissions or general solicitation, and shares were sold directly through management. As of March 3, 2026, the company had 212,318,424 common shares issued and outstanding.

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.

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.

Regen Biopharma, Inc. announced a special stock dividend in the form of its authorized but unissued Series A Preferred Stock. Shareholders of record on February 3, 2026 are scheduled to receive the dividend on or about February 9, 2026.

Each eligible holder will receive one share of Series A Preferred Stock for every one share of Regen Biopharma common stock, Series A Preferred Stock, Series AA Preferred Stock, Series M Preferred Stock, and Series NC Preferred Stock owned as of the record date. The dividend is paid entirely in shares, not cash, and applies across these listed classes of the company’s stock.

Regen Biopharma, Inc. is an early-stage Nevada biotech focused on regenerative medicine and immuno-oncology, with no clinical trials yet started and no conclusions of efficacy for its product candidates. The company is developing several NR2F6‑targeted programs, including HemaXellerate for severe aplastic anemia, dCellVax and tCellVax cell therapies, DiffronC and DuraCar for solid tumors, plus small‑molecule NR2F6 modulators, all in pre‑clinical or IND‑stage development.

Regen controls a portfolio of issued U.S. patents around NR2F6 modulation, cancer vaccines, and gene‑silencing technologies and monetizes some of this IP through licenses, notably to Zander Therapeutics for veterinary uses and to Oncology Pharma for human pancreatic and colon cancer indications, with upfront fees, royalties of 4–5% of Net Sales, and 10% of sublicense consideration. As of December 26, 2025, the company had 108,054,704 common shares outstanding and multiple preferred series, following a 1‑for‑1500 reverse split and a 2024 Series A preferred stock dividend, and continues to fund operations through Regulation A offerings, convertible notes, and share issuances for debt settlement and consulting services.

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.