Regen BioPharma (RGBP) swaps debt and fees for 77.8M new shares

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Significant share dilution to settle small obligations: Regen BioPharma issued 77,849,847 new common shares to eliminate only $53,474 of principal debt, $4,249 of interest and $11,000 of fees, materially expanding the share count versus the 212,318,424 shares outstanding as of March 3, 2026.

Insights

Capital structure and dilution analyst

Regen converted debt and fees into a very large block of new shares, creating notable dilution.

Regen BioPharma issued 77,849,847 new common shares to satisfy relatively small monetary obligations: $53,474 of convertible debt principal, $4,249 of accrued interest, and $11,000 of fees. This is a non‑cash transaction that exchanges liabilities for equity.

The scale of new shares appears large relative to the company’s equity base, given 212,318,424 shares outstanding as of March 3, 2026. This suggests meaningful dilution for existing holders, as more shares now divide any future earnings or asset value.

The transaction relied on Section 4(a)(2) for an unregistered private offering, with no underwriters or commissions and distribution handled directly by management. Future filings may clarify whether similar conversions continue and how they affect the overall share count and capital structure.

false 0001589150 0001589150 2026-02-04 2026-02-04 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): February 4, 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.

Between February 4, 2026 and February 27, 2026 the Company issued 77,849,847 common shares (“Shares”) in satisfaction of $53,474 of principal convertible indebtedness, $4,249 of accrued interest on convertible indebtedness and $11,000 in incurred fees.

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.

As of March 3, 2026 the Company has 212,318,424 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: March 4, 2026	By:	/s/ David Koos

FAQ

What did Regen BioPharma (RGBP) announce regarding new share issuances?

Regen BioPharma issued 77,849,847 common shares between February 4 and February 27, 2026. The shares were used to satisfy principal on convertible debt, accrued interest, and fees as part of an unregistered private transaction under Section 4(a)(2) of the Securities Act.

How much debt did Regen BioPharma (RGBP) convert into equity?

Regen BioPharma converted $53,474 of principal on convertible indebtedness into common shares. In the same transaction, it also satisfied $4,249 of accrued interest and $11,000 in incurred fees using newly issued stock rather than cash payments.

How many Regen BioPharma (RGBP) shares are now outstanding?

As of March 3, 2026, Regen BioPharma had 212,318,424 common shares issued and outstanding. This figure reflects the impact of the 77,849,847 new shares issued to settle convertible debt principal, accrued interest obligations, and related fee liabilities during February 2026.

Was Regen BioPharma’s recent share issuance registered with the SEC?

The new shares were issued in an unregistered transaction under Section 4(a)(2) of the Securities Act. This exemption allows private offerings without SEC registration when made to suitably sophisticated investors and without general solicitation or public advertising activities.

Did Regen BioPharma (RGBP) pay commissions on the February 2026 share issuance?

No commissions or other consideration were paid in connection with the share issuance. The company stated that the shares were sold directly through its management, and no underwriters were retained to act as placement agents for this unregistered equity transaction.

How might Regen BioPharma’s February 2026 share issuance affect existing shareholders?

The company issued 77,849,847 new shares, significantly increasing the number of common shares outstanding. A higher share count generally means each existing share represents a smaller ownership slice, which can dilute voting power and claims on future earnings or asset value.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB