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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 |
