Regen BioPharma (OTC: RGBPP) issues new shares to fund working capital

Rhea-AI Filing Summary

Regen BioPharma, Inc. disclosed that it raised cash through several unregistered sales of common stock to unaffiliated investors in mid-September 2025. On September 15, 2025 the company issued 3,320,000 common shares for cash consideration of $33,200, on September 16, 2025 it issued 1,000,000 shares for $10,000, and on September 18, 2025 it issued 1,500,000 shares for $15,000.

The shares were issued in reliance on Regulation A exemptions from registration under the Securities Act of 1933. No underwriters were involved, the sales were conducted directly by management without commissions or other consideration paid, and the company states that proceeds from each sale will be used for working capital.

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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): September 15, 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 September 15, 2025 Regen Biopharma, Inc. issued 3,320,000 common shares (“Shares”) to an unaffiliated investor for cash consideration of $33,200.

The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. 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. Proceeds will be utilized for working capital.

On September 16, 2025 Regen Biopharma, Inc. issued 1,000,000 common shares (“Shares”) to an unaffiliated investor for cash consideration of $10,000.

The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. 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. Proceeds will be utilized for working capital.

On September 18, 2025 Regen Biopharma, Inc. issued 1,500,000 common shares (“Shares”) to an unaffiliated investor for cash consideration of $15,000.

The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. 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. Proceeds will be utilized for working capital.

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: September 19, 2025	By:	/s/ David Koos
	Name:	David Koos
	Title:	Chairman and Chief Executive Officer

FAQ

What did Regen BioPharma (RGBPP) report in this 8-K filing?

Regen BioPharma, Inc. reported several unregistered sales of common stock to unaffiliated investors in September 2025, with cash proceeds from each issuance to be used for working capital.

How many Regen BioPharma shares were issued and on which dates?

The company issued 3,320,000 common shares on September 15, 2025, 1,000,000 shares on September 16, 2025, and 1,500,000 shares on September 18, 2025.

How much cash did Regen BioPharma receive from each share issuance?

Regen BioPharma received $33,200 for the 3,320,000 shares issued on September 15, 2025, $10,000 for the 1,000,000 shares issued on September 16, 2025, and $15,000 for the 1,500,000 shares issued on September 18, 2025.

Under what exemption were Regen BioPharma’s new shares sold?

Each sale of common shares was made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended.

Did Regen BioPharma use underwriters or pay commissions for these share sales?

No underwriters were retained, the shares were sold directly through the company’s management, and no commission or other consideration was paid in connection with the sale of the shares.

What will Regen BioPharma use the proceeds from these unregistered share sales for?

The company states that the proceeds from each of the unregistered common share issuances will be utilized for working capital.