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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 333-191725

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.)

~~4700~~8697 ~~Spring Street, St 304,~~ La Mesa Blvd, ~~California~~Suite ~~91942~~C#107

La Mesa CA 91942

(Address of Principal Executive Offices)

619 722-5505

(Issuer’s telephone number)

None

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ‌

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☐ Emerging Growth Company

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~June~~February 302, ~~2025~~2026 Regen Biopharma, Inc. had 31129,~~554~~468,~~704~~577 common shares outstanding.

As of ~~June~~February 302, ~~2025~~2026 Regen Biopharma, Inc. had 10,123,771 shares of Series A Preferred Stock outstanding.

As of ~~June~~February 302, ~~2025~~2026 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.

As of ~~June~~February 302, ~~2025~~2026 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.

As of ~~June~~February 302, ~~2025~~2026 Regen Biopharma, Inc. had 15,007 shares of Series NC Preferred Stock outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ☐ No ☒

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

REGEN BIOPHARMA , INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31, 2025			September 30, 2025
	(Unaudited)
ASSETS:
Current Assets
Cash	$	4,578		$	69,555
Accounts receivable, related party		232,298			204,873
Prepaid expenses		200			200
Total Current Assets		237,076			274,628

Investment securities, related party		-			-

TOTAL ASSETS	$	237,076		$	274,628

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	11,024		$	1,714
Accrued expenses		1,852,221			1,838,230
Notes payable		-			-
Notes payable - related parties		132,504			191,339
Notes payable		132,504			191,339
Unearned income		1,306,971			1,338,611
Derivative liability		2,460,443			2,079,618
Convertible notes payable, net of unamortized debt discount		947,132			1,006,521
Other current liabilities		99,776			99,776
Total Current Liabilities		6,810,073			6,555,811

TOTAL LIABILITIES		6,810,073			6,555,811

STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock ($.0001 par value) 5,800,000,000 authorized and 108,054,704 and 39,374,704 shares issued and outstanding, respectively		10,806			3,939
Preferred Stock, 0.0001 par value, 800,000,000 authorized					-
Series A Preferred; 739,000,000 authorized and 10,123,771 and 10,123,771 shares issued and oustanding, resepctively		1,011			1,011
Series AA Preferred; $0.0001 par value 600,000 authorized and 34 shares issued and outstanding					-
Series M Preferred; $0.0001 par value 60,000,000 authorized and 29,338 shares issued and outstanding		3			3
Series NC Preferred; $0.0001 par value 20,000 authorized and 15,007 shares issued and outstanding		2			2
Preferred stock, value		2			2
Additional Paid in capital		16,297,234			15,628,062
Other Comprehensive Income		(222,580	)		(222,580	)
Retained Earnings (Deficit)		(22,659,473	)		(21,691,620	)
Total Stockholders’ Equity (Deficit)		(6,572,997	)		(6,281,183	)

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	237,076		$	274,628

	June 30, 2025			September 30, 2024
	(unaudited)			(as restated)
ASSETS:
Current Assets
Cash	$	1,761		$	716
Accounts receivable, related party		177,147			94,873
Prepaid expenses		200			47,762
Total Current Assets		179,108			143,351
Investment securities, related party		17,733			17,733
TOTAL ASSETS	$	196,841		$	161,084
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	30,477		$	29,669
Accrued expenses		1,774,158			1,664,827
Notes payable		-			252,111
Notes payable - related parties		266,339			41,708
Notes payable		266,339			41,708
Unearned income - related party		1,370,251			1,465,171
Derivative liability		1,780,402			1,404,090
Convertible notes payable, net of unamortized debt discount		769,905			499,880
Other current liabilities		21,000			21,000
Total Current Liabilities		6,012,532			5,378,456
TOTAL LIABILITIES		6,012,532			5,378,456
STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock ($.0001 par value) 5,800,000,000 authorized and 31,554,704 and 5,258,235 shares issued and outstanding, respectively		3,157			527
Preferred Stock, 0.0001 par value, 800,000,000 authorized		-			-
Series A Preferred; 739,000,000 authorized and 10,123,771 and 10,123,771 shares issued and oustanding, resepctively		1,011			1,011
Series AA Preferred; $0.0001 par value 600,000 authorized and 34 shares issued and outstanding		-			-
Series M Preferred; $0.0001 par value 60,000,000 authorized and 29,338 shares issued and outstanding		3			3
Series NC Preferred; $0.0001 par value 20,000 authorized and 15,007 shares issued and outstanding		2			2
Preferred Stock, Value		2			2
Additional Paid in capital		15,504,134			15,403,050
Other Comprehensive Income		(204,847	)		(204,847	)
Retained Earnings (Deficit)		(21,119,151	)		(20,417,118	)
Total Stockholders’ Equity (Deficit)		(5,815,691	)		(5,217,372	)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	196,841		$	161,084

The accompanying Notes are an integral part of these Financial Statements

The accompanying notes are an integral part of the consolidated financial statements.

REGEN BIOPHARMA, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	Quarter Ended			Quarter Ended
	(Unaudited)						(Unaudited)
	December 31, 2025			December 31, 2024
	Three Months Ended June 30,						Nine Months Ended June 30,
Net revenue:
	2025			2024			2025			2024
Revenues	$	31,640		$	31,640
Net revenue:
Revenues, Related Party		27,425			27,425
Revenues	$	31,640		$	31,640		$	94,920		$	94,920
Net revenue		59,065		$	59,065
Revenues, Related Party		27,425			27,425			82,275			82,274
Operating expenses:
Net revenue		59,065			59,065			177,195			177,194
Research and Development		210,000			0
Operating expenses:
General and Administrative		231,925			13,317
Research and Development		-			32,500			-			120,161
Consulting and Professional Fees		153,764			84,626
General and Administrative		30,697			16,492			57,364			38,298
Rent		15,000			22,500
Consulting and Professional Fees		46,624			95,539			267,816			295,839
Total operating expenses		610,689			120,443
Rent		22,500			22,500			67,500			54,715
Loss from operations		(551,624	)		(61,378	)
Total operating expenses		99,821			167,031			392,680			509,013
Other income (expense):
Loss from operations		(40,756	)		(107,966	)		(215,485	)		(331,819	)
Interest Expense		(26,553	)		(25,352	)
Other income (expense):
Interest Expense attributable to Amortization of Discount		(8,850	)		(12,639	)
Interest Expense		(24,638	)		(17,554	)		(72,319	)		(52,382	)
Derivative Income (Expense)		(380,826	)		(416,016	)
Interest Expense attributable to Amortization of Discount		(12,639	)		(4,339	)		(37,917	)		(13,045	)
Penalties		0
Derivative Income (Expense)		(89,259	)		(261	)		(376,312	)		(261	)
Financing Fees		0
Total other income (expense), net		(~~126~~416,~~536~~229	)		(22454,~~154~~007	)		~~(486,548~~	)		~~(65,688~~	)
Net loss before income taxes		(~~167~~967,~~292~~853	)		(~~130~~515,~~120~~384	)		~~(702,033~~	)		~~(397,507~~	)
Income tax provision		-0			-0			-			-
Net loss	$	(~~167~~967,~~292~~853	)	$	(~~130~~515,~~120~~384	)	$	~~(702,033~~	)	$	~~(397,507~~	)
Per common share basic and diluted:
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.0313	)	$	~~(0.03~~	)	$	~~(0.10~~	)
Number of weighted average shares - basic and diluted		2399,~~752~~609,~~506~~650			4,~~213~~110,~~611~~265			~~20,355,334~~			~~3,974,434~~

The accompanying ~~notes~~Notes are an integral part of the ~~consolidated~~Financial ~~financial statements.~~Statements

REGEN BIOPHARMA , INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF SHAREHOLDERS’ ~~EQUITY~~DEFICIT

~~(unaudited)~~Quarter Ended December 31, 2025

																							Accumulated
	Series A Preferred				Series AA Preferred				Series NC Preferred				Common				Series M Preferred				Additional Paid-in		Other Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		in Capital		Income			Deficit			Total
Balance March 31, 2024		409,551	$	40		34	$	-		15,007	$	2		4,114,622	$	413		29,338	$	3	$	15,044,676	$	(204,847	)	$	(20,016,249	)	$	(5,175,962	)
Common Shares issued for Cash		-		-		-		-		-		-		258,456		26		-		-		135,300		-			-			135,326
Shares issued for services		20,068		2		-		-		-		-		-		-		-		-		13,042		-			-			13,044
Net Income ( Loss)		-		-		-		-		-		-		-		-		-		-		-		-			(130,120	)		(130,120	)
Balance June 30, 2024		429,619	$	42		34	$	-		15,007	$	2		4,373,078		439		29,338	$	3	$	15,193,018	$	(204,847	)	$	(20,146,370	)	$	(5,157,713	)
Balance March 31, 2025		10,123,771	$	1,011		34	$	-		15,007	$	2		21,554,704		2,157		29,338	$	3	$	15,455,134	$	(204,847	)	$	(20,951,859	)	$	(5,698,399	)
Common Shares issued for Cash		-		-		-		-		-		-		10,000,000		1,000		-		-		49,000		-			-			50,000
Net Income ( Loss)		-		-		-		-		-		-		-		-		-		-		-		-			(167,292	)		(167,292	)
Balance June 30, 2025		10,123,771	$	1,011		34	$	-		15,007	$	2		31,554,704	$	3,157		29,338	$	3	$	15,504,134	$	(204,847	)	$	(21,119,151	)	$	(5,815,691	)

(Unaudited)

																								Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		in Capital			Income			Deficit			Total
	Series A Preferred				Series AA Preferred				Series NC Preferred				Common				Series M Preferred				Additional Paid-in			Other Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		in Capital			Income			Deficit			Total
Balance September 30, 2023		409,551	$	40		34	$	-		15,007	$	2		3,506,366	$	352		29,338	$	3	$	14,644,467		$	-		$	(19,748,863	)	$	(5,103,999	)
Balance September 30, 2025		10,123,771	$	1,011		34	$	0		15,007	$	2		39,374,704	$	3,939		29,338	$	3	$	15,628,062		$	(222,580	)	$	(21,691,620	)	$	(6,281,183	)
Common Shares issued for Cash		-		-		-		-		-		-		~~866~~19,~~712~~180,000		871,918		-		-		~~535~~189,~~509~~882			-			-			~~535~~191,~~596~~800
Preferred stock issued for services		20,068		2		-		-		-		-		-		-		-		-		13,042			-			-			13,044
Restricted Stock Award , Employee														20,000,000		2,000						198,000									200,000
Unrealized Loss		-		-		-		-		-		-		-		-		-		-		-			(204,847	)		-			(204,847	)
Restricted Stock Award , Nonemployee														20,000,000		2,000						198,000									200,000
Net Income ( Loss)		-		-		-		-		-		-		-		-		-		-		-			-			(397,507	)		(397,507	)
Common Shares issued for Debt														7,803,333		780						67,461									68,241
Balance June 30, 2024		429,619	$	42		34	$	-		15,007	$	2		4,373,078	$	439		29,338	$	3	$	15,193,018		$	(204,847	)	$	(20,146,370	)	$	(5,157,713	)
Common Shares issued for Interest														1,696,667		170						15,829									15,999
Balance September 30, 2024		10,123,771	$	1,011		34	$	-		15,007	$	2		5,258,235		527		29,338	$	3	$	15,403,050		$	(204,847	)	$	(20,417,118	)	$	(5,217,372	)
Net Income ( Loss)		-		-		-		-		-		-		-		-		-		-		-			-			(967,853	)		(967,853	)
Balance		10,123,771	$	1,011		34	$	-		15,007	$	2		5,258,235		527		29,338	$	3	$	15,403,050		$	(204,847	)	$	(20,417,118	)	$	(5,217,372	)
Balance, December 31, 2025		10,123,771	$	1,011		34	$	0		15,007		2		108,054,704		10,806		29,338		3		16,297,234			(222,580	)		(22,659,473	)		(6,572,997	)
Common stock paid as dividend		-		-		-		-		-		-		15,426,385		1,543		-		-		(1,543	)		-			-			-
Common stock issued in satisfaction of debt		-		-		-		-		-		-		500,000		50		-		-		19,950			-			-			20,000
Common Shares issued for Cash		-		-		-		-		-		-		10,370,084		1,037		-		-		82,677			-			-			83,714
Net Income ( Loss)		-		-		-		-		-		-		-		-		-		-		-			-			(702,033	)		(702,033	)
Balance June 30, 2025		10,123,771	$	1,011		34	$	-		15,007	$	2		31,554,704	$	3,157		29,338	$	3	$	15,504,134		$	(204,847	)	$	(21,119,151	)	$	(5,815,691	)
Balance		10,123,771	$	1,011		34	$	-		15,007	$	2		31,554,704	$	3,157		29,338	$	3	$	15,504,134		$	(204,847	)	$	(21,119,151	)	$	(5,815,691	)

~~The~~REGEN ~~accompanying~~BIOPHARMA ~~notes~~, ~~are an integral part of the consolidated financial statements~~INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

Quarter Ended December 31, 2024

(Unaudited)

	Series A Preferred				Series AA Preferred				Series NC Preferred				Common				Series M Preferred				Additional Paid in			Accumulated Other Comprehensive			Retained
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income			Deficit			Total

Balance September 30, 2024		10,123,771	$	1,011		34		-		15,007	$	2		5,258,235	$	527		29,338	$	3	$	15,403,050		$	(204,847	)	$	(20,417,118	)		(5,217,372	)
Balance		10,123,771	$	1,011		34		-		15,007	$	2		5,258,235	$	527		29,338	$	3	$	15,403,050		$	(204,847	)	$	(20,417,118	)		(5,217,372	)
Common stock paid as dividend														15,426,385		1,543						(1,543	)								0
Common stock issued in satisfaction of debt														500,000		50						19,950									20,000
Common stock issued for Services														370,084		37						33,678									33,715
Net Income ( Loss) for the quarter		-		-		-		-		-		-		-		-		-		-		-			-			(515,385	)		(515,385	)
Balance December 31, 2024		10,123,771	$	1,011		34		-		15,007	$	2		21,554,704	$	2,157		29,338	$	3	$	15,455,134		$	(204,847	)	$	(20,932,504	)	$	(5,679,043	)
Balance		10,123,771	$	1,011		34		-		15,007	$	2		21,554,704	$	2,157		29,338	$	3	$	15,455,134		$	(204,847	)	$	(20,932,504	)	$	(5,679,043	)

The accompanying Notes are an integral part of these Financial Statements

REGEN BIOPHARMA, INC. ~~AND SUBSIDIARIES~~

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~COMPREHENSIVE~~CASH ~~LOSS~~FLOWS

(~~unaudited~~Unaudited)

	2025			2024			2025			2024
	Quarter Ended			Quarter Ended
	Three Months ended June 30,						Nine Months ended June 30,
	December 31, 2025			December 31, 2024
	2025			2024			2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(167,292	)	$	(130,120	)	$	(702,033	)	$	(397,507	)
Net Income (loss)	$	(967,853	)		-515384
Other comprehensive income, net of tax
Adjustments to reconcile net loss to net cash used in operating activities:
Net unrealized gains on investment securities		-			-			-			(204,847	)
Changes in derivative liability		380,826			416016
Other comprehensive income, net of tax		-			-			-			(204,847	)
Increase (Decrease) in Interest expense attributable to amortization of Discount		8,850			12,639
Comprehensive loss	$	(167,292	)	$	(130,120	)	$	(702,033	)	$	(602,354	)
Preferred Stock issued for Compensation
Common Stock issued for Compensation		400,000			5203
Common Stock issued for Expenses
(Increase) Decrease in Accounts Receivable		(27,425	)		-27424
(Increase) Decrease in Prepaid Expenses					25023
Increase (Decrease) in Accounts Payable		9,310			6,336
Increase (Decrease) in Accrued Expenses		29,991			42852
Increase (Decrease) in Penalties
Increase ( Decrease) in Unearned Income		(31,640	)		(31,640	)
Net Cash Provided by (Used in) Operating Activities		(197,941	)		(66,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (Decrease)in Convertible Notes Payable		0			65,799
Increase (Decrease)in Notes Payable		(58,836	)
Increase (Decrease) Other Liabilities
Common stock issued for cash		191,800
Borrowings from notes payable to related parties
Net Cash Provided by (Used in) Financing Activities		132,964			65799
Net Increase (Decrease) in Cash		(64,977	)		-581
Cash at Beginning of Period		69,555			716
Cash at End of Period	$	4,578		$	135
Supplemental Disclosure of noncash investing and financing activities:
Common Shares issued for Notes Payable	$	68,241		$	0
Convesion of Notes Payble to Convertible Debt
Common Shares issued for interest	$	15,999		$	0

The accompanying ~~notes~~Notes are an integral part of the ~~consolidated~~Financial ~~financial statements.~~Statements

REGEN BIOPHARMA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2025			2024
	(Unaudited)
	Nine Months Ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	(702,033	)	$	(397,507	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in derivative liability		376,312			261
Increase (Decrease) in Interest expense attributable to amortization of Discount		17,914			13,045
Common Stock issued for Expenses		103,714			2,324
(Increase) Decrease in Accounts Receivable		(82,274	)		(67,148	)
(Increase) Decrease in Prepaid Expenses		47,562			(2,300	)
Increase (Decrease) in Accounts Payable		808			(258	)
Increase (Decrease) in Accrued Expenses		109,331			17,383
Increase ( Decrease) in Unearned Income		(94,920	)		(110,047	)
Net Cash Provided by (Used in) Operating Activities		(223,586	)		(544,247	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (Decrease)in Convertible Notes Payable		-			(10,000	)
Increase (Decrease)in Notes Payable		-			(40,502	)
Common stock issued for cash		-			535,560
Borrowings from notes payable to related parties		224,631			-
Net Cash Provided by (Used in) Financing Activities		224,631			485,058
Net Increase (Decrease) in Cash		1,045			(59,189	)
Cash at Beginning of Period		716			121,037
Cash at End of Period	$	1,761		$	61,848
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Supplemental Disclosure of Noncash investing and financing activities:
Common shares issued for note payable	$	20,000		$	-
Conversion of notes payable to convertible debt	$	232,111		$	-

The accompanying notes are an integral part of the consolidated financial statements.

REGEN BIOPHARMA, INC.

Notes to Condensed Consolidated Financial Statements

As of ~~June~~December 3031, 2025

1. ORGANIZATION

The Company was organized April 24, 2012 under the laws of the State of Nevada.

The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.

The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease.

The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern Matters

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), which assume the Company’s ongoing operations as a going concern. The Company incurred a net comprehensive loss of $~~702~~967,~~033~~853 during the ~~nine~~three months ended ~~June~~December 3031, 2025, and has an accumulated deficit of $2122,~~119~~659,~~151~~473 as of ~~June 30~~December 31, 2025.

Management intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed. There are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements. If funds from operations and any private placements, public offerings, or loans prove insufficient, the Company will need to explore alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.

Due to uncertainties related to these issues, significant doubt persists regarding the company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.

Basic of Presentation

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.

Principles of Consolidation

The consolidated financial statements include the accounts of KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen. Significant inter-company transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include accounts receivables, accrued liabilities, income taxes, long-lived assets, and deferred tax valuation allowances. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.

Reverse Stock Split

On March 6, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation to effect a reverse stock split of its issued Common Stock in the ratio of 1-for-1,500 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the total number of shares of common stock held by each shareholder was converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) 1,500, and then rounded up to the nearest whole number. No fractional shares were issued, and no cash or other consideration was paid to any shareholder. Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split . Except for the Company’s historical financial statements and unless otherwise stated, all option, share, and per share information gives effect to the Reverse Stock Split.

The historical financial statements have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023.

Derivative Liability

The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.

The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of ~~June~~December 3031, 2025 utilized the following inputs:

Schedule of Derivative liability
Risk Free Interest Rate	43.2448	%
Expected Term	0.1857 – (5.1666) Yrs
Expected Volatility	~~184~~1192.01672	%
Expected Dividends	-

Income Taxes

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, ~~2024~~2025 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

Basic Earnings (Loss) Per Share

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.

Advertising

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarters ended ~~June~~December 3031, ~~2025~~ 2025 and 2024

Revenue Recognition

The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

Research and Development Cost

Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company’s product developments and patents. The Company R&D costs were $0210,000 and $~~32,500~~ 0 for the quarters ended ~~June 30,~~December 31, 2025 and 2024.

Fair Value Measurement

The estimated fair values of financial instruments reported in the consolidated financial statements have been determined using available market information and valuation methodologies, as applicable. The fair value of cash due to its short maturity is classified as a Level 1 instrument within the fair value hierarchy.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value based upon the following fair value hierarchy:

Level 1 —	Quoted prices in active markets for identical assets or liabilities;
Level 2 —	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 —	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of June 30, 2025, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE HIERARCHY MEASURED AT RECURRING BASIS

		Level 1				Level 2				Level 3
Investment Securities (Related Party)			-				-			$	17,733

As of September 30, 2024, the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis:

		Level 1				Level 2				Level 3
Investment Securities (Related Party)			-				-			$	17,733

Stock-Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, Share-based Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option. If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.

Segment Reporting

FASB ASC Topic 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company’s management identifies operating segments based on how the Company’s management internally evaluate separate financial information, business activities and management responsibility. At the current time, the Company has only one reportable segment, primarily in the development of regenerative medical applications

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, “Income Taxes”. Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company is subject to Income tax filings requirements in U.S. federal and various state jurisdictions. The Company’s tax returns for all years are subject to U.S. federal, state, and local income tax examinations by tax authorities. The Company reports income tax related interest and penalties within the income tax line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable to the accruals.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which requires entities to estimate all expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this guidance on January 1, 2023. The adoption of this accounting standard did not have an impact on the Company’s consolidated financial statements as the Company is in a pre-revenue state and does not generate revenue and has no receivables from third party.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental disclosure of segment information on an interim and annual basis. This ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application to all prior periods presented in the financial statements is required for public entities. The Company adopted ASU 2023-07 as of January 1, 2024, which resulted in additional disclosures of significant segment expenses and other segment items as well as incremental qualitative disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

109

3. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Accounts receivables – related party	$	~~177~~232,~~147~~298	$	94204,873
Total – Accounts receivables	$	~~177~~232,~~147~~298	$	94204,873

During the quarter ended ~~June~~December 3031, 2025 there was no allowance for doubtful accounts. The CEO of the Company is also executive of the company related to accounts receivables.

4. PREPAID EXPENSES

Prepaid expenses were comprised of the following:

SCHEDULE OF PREPAID EXPENSES

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Prepaid expenses	$	200	$	~~42,762~~200
Prepaid Rent		-		5,000
Total – Accounts receivables	$	200	$	200
Total – Accounts receivables	$	200	$	47,762

Prepaid expenses consist of payments of certain expenses by cash or issuance of shares for which services are pending to be received.

5. INVESTMENTS

The Company classifies its investment securities as available-for-sale. Available-for-sale securities are recorded at fair value, with unrealized gains and losses reported as a component of other comprehensive income (loss), net of related tax effects, until realized. Realized gains and losses are recognized in earnings when the securities are sold, using the specific identification method. Declines in fair value judged to be other-than-temporary are recognized in earnings.

The Company evaluates its investment portfolio for credit losses on a quarterly basis. If a decline in fair value below amortized cost is determined to be credit-related and the Company does not intend to sell the security, nor is it more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the expected credit loss is recognized in earnings and the non-credit portion is recorded in other comprehensive income.

As of June 30, 2025 and September 30, 2024, the Company determined that no allowance for credit losses was required for its available-for-sale securities. Fair value measurements are categorized based on the inputs used to determine fair value. The fair values of the Company’s AFS securities are primarily based on Level 3 inputs.

The Company also holds investments in certain privately held equity securities that do not have a readily determinable fair value and are not accounted for under the equity method. These securities are measured at cost, less impairment (if any), and adjusted for observable price changes in orderly transactions for identical or similar investments.

The fair value of Level 3 investments is based on valuation models that include unobservable inputs such as projected cash flows, market comparables, and management assumptions. These valuations require significant judgment and estimation by management.

The above mentioned constitute the Company’s sole related party investment securities as of June 30, 2025 and September 30, 2024. No public market exists for any of the securities of Zander Therapeutics, Inc. The Company owns 7.9% of the total shares of Zander Therapeutics, Inc.

Investments consisted of the following:

SCHEDULE OF INVESTMENT

	As of June 30,2025		As of September 30, 2024
470,588 Common Shares of Zander Therapeutics, Inc.	$	6,495	$	6,495
725,000 Series M Preferred of Zander Therapeutics, Inc.		11,238		11,238
Investments, net	$	17,733	$	17,333

Common Shares of Zander Therapeutics, Inc.

On June 11, 2018, Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics, Inc.

Basis				Fair Value				Total Unrealized Gains/(Loss)
$	87,608			$	6,495			$	(81,112	)

Series M Preferred of Zander Therapeutics, Inc.

On November 29, 2018, the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of prepaid rent and accrued interest owed to the Company collectively amounting to $13,124.

Basis				Fair Value				Total Unrealized Gains/(Loss)
$	134,971			$	11,238			$	(123,733	)

On June 30, 2025 and September 30, 2024, the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. based on the following inputs:

Fair Value of Intellectual Property	$	300,000
Prepaid Expenses		65,661
Due from Employee		-
Note Receivable		40000
Accrued Interest Receivable		35,000
Investment Securities		258,255
Convertible Note Receivable		10,000
Accounts Payable		30,563
Notes Payable		400,000
Accrued Expenses Related Parties		162,011
Notes Payable Related Party		-
Accrued Expenses		647,072
Enterprise Value		1,948,562
Less: Total Debt		(1,239,646	)
Portion of Enterprise Value Attributable to Shareholders	$	708,916
Fair Value per Shares	$	0.0155

The abovementioned constitutes the Company’s sole related party investment securities as of June 30, 2025.

6. ACCRUED EXPENSES

Accrued Expenses were comprised of the following:

SCHEDULE OF ACCRUED EXPENSES

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Accrued payroll taxes	$	2838,~~753~~153	$	428,~~241~~753
Accrued Interest		~~434~~486,~~852~~988		~~362~~476,~~533~~434
Accrued Payroll		1,206,630		1,~~256~~206,630
Accrued Rent		6279,~~500~~027		-85,000
Other Accrued Expenses		41,423		41,423
Toal notes payable	$	1,774,158	$	1,664,827
Total Accrued Expenses	$	1,852,221	$	1,838,230

7. UNEARNED INCOME

Unearned income is attributable to payments made to the Company and its wholly owned subsidiary pursuant to two license agreements for which income is recognized over the terms of the agreement.

8. NOTES PAYABLE

Notes payable consisted of the following:

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Bostonia Partners, Inc.	$	-	$	~~48,500~~
Conventry Enterprises LLC		-		~~250,000~~-
Total notes payable		-		~~248,500~~
Less – Accumulated amortization		-		~~(46,389~~	)
Toal notes payable	$	-	$	252,211
Total notes payable	$	-	$	-
Total Notes payable	$	-	$	252,211

The terms of the notes payable are as follows:

	●	Bostonia Partners, Inc.
		In 2023, the Company borrowed $50,000 with interest at 10% per annum due in March 2024. In October 2024 this note payable of $48,500 was amended into convertible note.
	●	Conventry Enterprises LLC
		On September 4, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal amount of $250,000 of which $25,000 was retained by Coventry through an Original Issue Discount. The Note carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the ten 10 month term of the Note for an aggregate Guaranteed Interest $25,000. The Principal Amount and the Guaranteed Interest shall be due and payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and continuing on the fourth day of each month thereafter until paid in full not later than September 4, 2025.
		In the first quarter of fiscal year 2025 this note payable of $250,000 was reclassified as a convertible note in accordance with terms and conditions of default provisions of the Note.

9. NOTES PAYABLE TO RELATED PARTIES

Notes payable to related parties consisted of the following:

	June 30, 2025			September 30, 2024
	December 31, 2025			September 30, 2025
David Koos	$	73,303		$	173,~~708~~303
BST Partners		~~133,836~~0			-58,836
Zander Therapeutics, Inc.		59,200			4050,~~000~~200
Total notes payable to related parties		~~266~~132,~~339~~503			41191,~~708~~339
Less – current portion		(~~266~~132,~~339~~503	)		(41191,~~708~~339	)
Toal notes payable	$	-		$	-
Total Long Term notes payable	$	-		$	-
Total notes payable	$	-		$	-

The terms of notes payable are as follows:

● David Koos $73,303 lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum. ● BST Partners During the quarter ended December 31, 2024 BST Partners lent the Company $46,599 which bears simple interest at a rate of 10% per annum. During the quarter ended March 31, 2025 BST Partners lent the Company $40,616 which bears simple interest at a rate of 10% per annum. During the quarter ended June 30, 2025 BST Partners lent the Company $46,621 which bears simple interest at a rate of 10% per annum BST Partners and the Company are under common control. ● Zander Therapeutics, Inc. $15,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on May 3. 2025 and bears simple interest at a rate of 10% per annum. $25,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on June 5. 2025 and bears simple interest at a rate of 10% per annum. $10,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 4, 2025 and bears simple interest at a rate of 10% per annum. $4,700 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 15 2025 and bears simple interest at a rate of 10% per annum. $4,500 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 23 2025 and bears simple interest at a rate of 10% per annum. Zander Therapeutics, Inc, and the Company are under common control.

	●	*David Koos*

		$73,303 lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.

	●	*Zander Therapeutics, Inc.*

		$15,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on May 3. 2025 and bears simple interest at a rate of 10% per annum.

		$25,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on June 5. 2025 and bears simple interest at a rate of 10% per annum.

		$10,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 4, 2025 and bears simple interest at a rate of 10% per annum.

		$4,700 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 15 2025 and bears simple interest at a rate of 10% per annum.

		$4,500 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 23 2025 and bears simple interest at a rate of 10% per annum.

		Zander Therapeutics, Inc, and the Company are under common control.

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10. CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following:

SCHEDULE OF CONVERTIBLE NOTES

	June 30, 2025			September 30, 2024
	December 31, 2025			September 30, 2025
Lender 1 – May 5, 2017 – Annual interest rate at 10%, maturity date May 5, 2020	$	200,000		$	200,000
Lender 2 – May 8, 2016 – Annual interest rate at 8%, maturity date March 7, 2019		100,000			100,000
Lender 3 – April 6, 2016 – Annual interest rate at 8%, maturity date April 5, 2019		50,000			50,000
Lender 4 – December 20, 2017 – Annual interest rate at 10%, maturity date December 20, 2020		100,000			100,000
Lender 5 – October 31, 2016 – Annual interest rate at 10%, maturity date October 30, 2018		49,880			49,880
Lender 6 – September 4, 2024		~~250~~209,~~000~~636			-277,875
Lender 7 – October 28, 2024		28,500			-28,500
Total convertible notes payable		778,380			499,880
Lender 8- July 28, 2025		130,000			130,000
Less – unamortized debt discount		(8,475	)		-
;Lender 9 - August 5, 2025		100,000			100.000
Toal convertible notes payable	$	769,905		$	499,880
Total convertible notes payable		968,014			1,036,255
Total convertible notes payable	$	~~769,905~~		$	~~499,880~~
Less – unamortized debt discount		(20,884	)		(29,734	)
Total convertible notes payable	$	947,132		$	1,006,521

i. On May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000 for consideration consisting of $200,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share (“Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $375 per common share as of the date which is the earlier of: As of June 30, 2025 $200,000 of the principal amount of the Note remains outstanding. ii. On March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is three years from the issue date. As of June 30, 2025 $100,000 of the principal amount of the Note remains outstanding iii. On April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is three years from the issue date. As of June 30, 2025 $50,000 of the principal amount of the Note remains outstanding. iv. On December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share (“Conversion Price”) equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $37.50 per common share as of the date which is the earlier of: As of June 30, 2025 $100,000 of the principal amount of the Note remains outstanding. v. On October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is two years from the issue date. As of June 30, 2025 $50,000 of the principal amount of the Note remains outstanding. vi. Effective September 4, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal amount of $250,000 for consideration of $200,000. The Note carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the 10 ten month term of the Note for an aggregate Guaranteed Interest $25,000. The Principal Amount and the Guaranteed Interest shall be due and payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and continuing on the fourth day of each month thereafter (each, a “Monthly Payment Date”) until paid in full not later than September 4, 2025. Upon an Event of Default (as such term is defined in the Note) the Note became convertible, in whole or in part, into shares of Common Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days preceding a Conversion Date. vii. On October 28, 2024 a promissory note in the amount $48,500 (“Note”) was reclassified as a convertible note payable due to a negotiated change in the terms and conditions of the Note. The Note may be converted into the Common Shares of Regen at a price per share (“Conversion Price”) equivalent to the lower of (a) a 50% discount to the lowest closing bid price of the common stock of the Company during the ten reading day period immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.04 per common share. As of June 30, 2025 $28,500 of the principal balance of the Note remained outstanding.

1512

	vi.	Effective September 4, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal amount of $250,000 for consideration of $200,000.

		The Note carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the 10ten month term of the Note for an aggregate Guaranteed Interest $25,000. The Principal Amount and the Guaranteed Interest shall be due and payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and continuing on the fourth day of each month thereafter (each, a “Monthly Payment Date”) until paid in full not later than September 4, 2025. Upon an Event of Default (as such term is defined in the Note) the Note became convertible, in whole or in part, into shares of Common Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days preceding a Conversion Date.

	vii.	On October 28, 2024 a promissory note in the amount $48,500 (“Note”) was reclassified as a convertible note payable due to a negotiated change in the terms and conditions of the Note. The Note may be converted into the Common Shares of Regen at a price per share (“Conversion Price”) equivalent to the lower of (a) a 50% discount to the lowest closing bid price of the common stock of the Company during the ten reading day period immediately prior to the date a conversion notice is given by the Lender to Regen or (b) $0.04 per common share. As of June 30, 2025 $28,500 of the principal balance of the Note remained outstanding. viii. On July 28, 2025 Regen Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with CFI Capital LLC (“CFI”), pursuant to which CFI purchased a 6% convertible promissory Note (the “Note”) from the Company in the principal amount of $130,000 of which $13,000 was retained by CFI through an Original Issue Discount. The Note is due and payable on July 28, 2026. The Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. ix. On August 5, 2025 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Labrys Fund II LP(“Labrys”), pursuant to which Labrys purchased a 6% convertible promissory Note (the “Note”) from the Company in the principal amount of $100,000 of which $15,000 was retained by Labrys through an Original Issue Discount. The Note is due and payable on August 5, 2026. The Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date.

11. DERIVATIVE LIABILITY

The Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $12,~~780~~460,~~402~~443 was recognized by the Company as of ~~June~~December 3031, 2025.

Derivative liability consisted of the following:

SCHEDULE OF DERIVATIVE LIABILITY

	June 30, 2025		September 30, 2024
	December 31, 2025
Lender 1	$	~~800~~1,~~000~~081,081	$	~~802,337~~
Lender 4		~~200~~270,~~000~~270		~~200,584~~
Lender 5		~~400~~540,~~000~~541		-
Lender 6		~~320~~22,~~020~~934		-
Lender 7		6028,~~381~~500		-
Toal derivative liabilities	$	1,780,402	$	1,404,090
Lender 8		292,793
Derivative liabilities	$	1,780,402	$	1,404,090
Lender 9		225,225
Total derivative liabilities	$	2,460,443
Derivative liabilities	$	2,460,443

12. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of ~~June~~December 3031, 2025:

● Common stock, $ 0.0001 par value; 5,800,000,000 shares authorized: 31108,~~554~~054,704 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 34 shares issued and outstanding as of ~~June~~December 3031, 2025: 739,000,000 is designated Series A Preferred Stock of which 10,123,771 shares are outstanding as of ~~June~~December 3031, 2025:, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of ~~June~~December 3031, 2025:, and 20,000 is designated Series NC stock of which 15,007 shares are outstanding as of ~~June~~December 3031, 2025.

1614

The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.

●

Series AA Preferred Stock

On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).

The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times seven (7). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

●

Series A Preferred Stock

On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).

The Board of Directors of the Company have authorized 739,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock, the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.

If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.

1715

On January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series M Preferred Stock” (hereinafter referred to as “Series M Preferred Stock”).

The Board of Directors of Regen have authorized 60,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

On March 26, 2021 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).

The Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

On May 20, 2024 Regen Biopharma, Inc. amended its Certificate of Incorporation adding the following Article 8 which is and reads as follows:

Shares of one class or series of stock may be issued as a share dividend in respect of another class or series.

On May 21, 2024 the Board of Directors of Regen Biopharma, Inc declared a dividend to all shareholders of record as of June 20,2024 (“Record Date”) to be paid to shareholders on or about July 1, 2024 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist of two share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.

On July 3, 2024 9,694,152 Series A Preferred Shares were issued as a dividend to the Shareholders of Record.

On September 18, 2024 the Board of Directors of Regen Biopharma, Inc.(“Regen”) declared a dividend to all shareholders of record as of October 17,2024 (“Record Date”) be paid to shareholders on November 1, 2024 such dividend to be payable in shares of the Regen’s authorized but unissued Common Stock and to consist of one share of Common Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.

On November 1, 2024 15,426,385 share of Common Stock were issued as a dividend to the Shareholders of record date of October 17. 2024 a dividend consisting of one share of the Company’s common stock for every one share held as of October 17, 2024. 15,426,385 common shares were paid to Shareholders of Record.

18On October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander (“Lander Agreement”). Under the terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate (“ Consulting Period”).

OnAs ~~November~~consideration 4,for ~~2024~~services ~~the~~to ~~Company~~be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued ~~500,000~~common shares of the Company’s ~~common~~(“Compensation ~~stock~~Shares”) insubject ~~satisfaction~~to ofa ~~$20,000~~vesting ~~of principal convertible indebtedness~~schedule.

OnThe ~~November~~Compensation ~~13,~~Shares ~~2024~~may ~~the~~not ~~Company~~be ~~issued~~sold, ~~370~~transferred,~~084~~ ~~shares~~assigned, ofpledged ~~the~~or ~~Company’s~~otherwise ~~common~~encumbered ~~stock~~or asdisposed ~~consideration~~of ~~for~~by ~~nonemployee~~Lander ~~services.~~(“ Transfer Restriction”) except as follows:

OnAll ~~June~~Compensation ~~10,~~Shares ~~2025~~shall ~~the~~vest ~~Company~~upon ~~issued~~successful ~~10,000,000~~completion ~~shares~~ of ~~the~~planned ~~Company’s~~Phase ~~common~~I ~~stock~~Clinical inTrial ~~settlement~~ of ~~$50~~HemaXellerate,~~000~~ ~~salary~~such ~~accrued~~Clinical ~~but~~Trial ~~unpaid~~having ~~earned~~been byconducted ~~David~~with ~~Koos~~the ~~for~~assistance ~~services~~of ~~rendered pursuant to that employment agreement entered into by and between~~ the ~~Company~~Consultant ~~and~~pursuant ~~David Koos on February 10, 2015 and~~ to ~~which David Koos and~~ the ~~Company~~terms ~~were bound between February 11, 2025~~ and ~~January~~conditions ~~22,~~of ~~2020~~this Agreement.

In the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.

On October 2, 2025 the Company entered into an agreement with David Koos, the Company’s Chairman and Chief Executive Officer (“Koos Agreement”). Pursuant to the Koos Agreement David Koos was paid twenty million newly issued common shares of the Company (“Koos Compensation Shares”) subject to a vesting schedule. The Company has issued these shares to Davis Koos as consideration for services to be rendered by Koos in connection with a planned Phase I Clinical Trial of HemaXellerate.

The Koos Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by David Koos (“ Transfer Restriction”) except as follows:

All Koos Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.

On October 8, 2025 the Company issued 6,800,000 common shares (“Shares”) for consideration consisting of $68,000.

On October 27, 2025 the Company issued 3,500,000 common shares (“Shares”) for consideration consisting of $35,000.

On October 27, 2025 the Company issued 4,500,000 common shares (“Shares”) in satisfaction of $30,204 of principal convertible indebtedness and $13,536 of accrued interest on convertible indebtedness.

On October 28, 2025 the Company issued 7,100,000 common shares (“Shares”) for consideration consisting of $71,000.

On November 10, 2025 the Company issued 1,780,000 common shares (“Shares”) for consideration consisting of $17,800.

On November 12, 2025 the Company issued 5,000,000 common shares (“Shares”)in satisfaction of $38,037 of principal convertible indebtedness and $2,463 of accrued interest on convertible indebtedness.

13. RELATED PARTY TRANSACTIONS

The Company had the following related party transactions:

●

Revenue Transaction

On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. (“Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (“License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with the Company.

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.

Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales, as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

The Agreement may be terminated by The Company:

○◌ If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product. ○◌ The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP. ○◌ The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to The Company with regard to that License IP is terminated.

The Agreement may be terminated by either party in the event of a material breach by the other party.

The CEO of the Company is also the CEO and chairman of Zander.

1918

●

Sublease of Facility

On January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning January 14, 2022. On April 26, 2024 the Company and BST agreed to amend that sublease agreement as follows:

The Company agreed that in addition to the base rent of $5,000 per month to be paid by the Company to BST the Company shall also reimburse BST for any and all shared expenses as such term is defined within the original lease agreement by and between BST and CIF LaMesa LLP beginning January 1, 2024.

On December 1, 2025 the sublease was terminated. The Company currently utilizes office space provided by the Company’s CEO on a month to month basis free of charge

BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.

●

Notes Payable to Related Parties

The Company had the following notes payable to related party transactions

	○	Notes Payable to David Koos, CEO of the Company
	◌	Notes Payable to David Koos, CEO of the Company
		$73,303 lent to the Company by David Koos, the Company’s sole Board Member and Officer, is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.
	○	Notes Payable to Zander Therapeutics, Inc.
	◌	Notes Payable to Zander Therapeutics, Inc.
		$15,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on May 3. 2025 and bears simple interest at a rate of 10% per annum.
		$25,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on June 5. 2025 and bears simple interest at a rate of 10% per annum.
		$10,000 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 4, 2025 and bears simple interest at a rate of 10% per annum.
		$4,700 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 15, 2025 and bears simple interest at a rate of 10% per annum.
		$4,500 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 23, 2025 and bears simple interest at a rate of 10% per annum.

		The CEO of the Company is also the CEO and chairman of Zander.
	○	Notes Payable to BST Partners
		BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
		During the quarter ended December 31, 2024 BST Partners lent the Company $46,599.
		During the quarter ended March 31, 2025 BST Partners lent the Company $40,616.
		During the quarter ended June 30, 2025 BST Partners lent the Company the $46,621 which bears simple interest at a rate of 10% per annum
		BST Partners and the Company are under common control.

The CEO of the Company is also the CEO and chairman of Zander.

14. INCOME TAXES

SCHEDULE OF DEFERRED TAX ASSETS

As of December 31, 2025

Deferred tax assets:
Net operating tax carry forwards	$	4,758,405
Other		-
Gross deferred tax assets		4,758,405
Valuation allowance		(4,758,405	)
Net deferred tax assets	$	-

As of September 30, 2025

Deferred tax assets:
Net operating tax carry forwards	$	4,555,240
Other		(0	)
Gross deferred tax assets		4,555,240
Valuation allowance		(4,555,240	)
Net deferred tax assets

As of December 31 2025 the Company has a Deferred Tax Asset of $4,758,405 completely attributable to net operating loss carry forwards of approximately $22,659,473. The amount and availability of any net operating loss carryforward will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period; whether there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward.

As of September 30 2025 the Company has a Deferred Tax Asset of $4,555,240 completely attributable to net operating loss carry forwards of approximately $21,709,233. The amount and availability of any net operating loss carryforward will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period; whether there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain.

A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.

As the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to 0.

15. SUBSEQUENT EVENTS

The Company assessed subsequent events through the date on which the financial statements became available for issuance. The Company has determined that there are no subsequent events that require disclosure other than the following:

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.

On January 19, 2026 the Board of Directors of Regen Biopharma, Inc.(“Regen”) declared a dividend to all shareholders of record as of February 3, 2026 (“Record Date”) to be paid to shareholders on or about February 9, 2026 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist of one share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.

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.

On January 30, 2026 the Company issued 11,111,111 common shares (“Shares”) for consideration consisting of $50,000.

On February 3. 2026 the Company issued 5,000,000 common shares (“Shares”) in satisfaction of $12,250 of principal convertible indebtedness.

14. SUSBEQUENT EVENTS

The Company assessed subsequent events through August 4, 2025, the date on which the financial statements became available for issuance. The Company has determined that there are no subsequent events that require disclosure other than the following:

● On July 28, 2025 Regen Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with CFI Capital LLC (“CFI”), pursuant to which CFI purchased a 6% convertible promissory Note (the “Note”) from the Company in the principal amount of $130,000 of which $13,000 was retained by CFI through an Original Issue Discount. The Note is due and payable on July 28, 2026. The Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company. ● On August 1, 2025, convertible debt (Lender 6 – Coventry) interest accrual of $34,020 was converted to 1,000,000 common shares. ● On August 5, 2025 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Labrys Fund II LP(“Labrys”), pursuant to which Labrys purchased a 6% convertible promissory Note (the “Note”) from the Company in the principal amount of $100,000 of which $15,000 was retained by Labrys through an Original Issue Discount. The Note is due and payable on August 5, 2026. The Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to” We”, “Us”, “Company” or the “Company” refer to Regen BioPharma, Inc.

	Three Months Ended
	December 31, 2025						December 31 2024						Changes
	Amount			Percent of Revenue			Amount			Percent of Revenue			Amount			Percentage
Net revenue:
Revenues		31,640			53.57	%		31,640			13.38	%		0			0.00	%
Revenues, Related Party		27,425			46.43	%		27,425			11.59	%		0			0.00	%
Net revenue		59,065			100.00	%		59,065			24.97	%		0			0.00	%

Operating expenses:
Research and Development		210,000			355.54	%		0			0.00	%		210,000			100.00	%
General and Administrative		222,525			376.75	%		13,317			5.63	%		209,208			94.02	%
Consulting and Professional Fees		153,764			260.33	%		84,626			35.77	%		69,138			44.96	%
Rent		15,000			25.40	%		22,500			9.51	%		(7,500	)		-50.00	%
Total operating expenses		610,689			1018.02	%		120,443			50.91	%		490,246			80.28	%

Loss from operations		(551,624	)		-933.93	%		(61,378	)		-25.95	%		(490,246	)		88.87	%
Other income (expense):
Interest Expense		(26,553	)		-44.96	%		(25,352	)		-10.72	%		(1,201	)		4.52	%
Interest Expense attributable to Amortization of Discount		(8,850	)		-14.98	%		(12,639	)		-5.34	%		3,789			-42.81	%
Derivative Income (Expense)		(380,826	)		-644.76	%		(416,016	)		-175.86	%		35,190			-9.24	%
Penalties		0			0.00	%					0.00	%		0			0
Financing Fees		0									0.00	%		0			-100.00	%
Total other income (expense), net		(416,229	)		-704.70	%		(454,007	)		-191.92	%		37,778			-9.08	%

Net loss before income taxes		(967,853	)		-1638.64	%		(515,384	)		-217.87	%		(452,469	)		46.75	%
					0.00	%
Income tax provision		0						0

Net loss		(967,853	)		-1638.64	%		(515,384	)		-217.87	%		(452,469	)		46.75	%

Results of Operations

Three months ~~and nine months~~ ended ~~June~~December 3031, 2025 and 2024

	(Unaudited)
	Three Months Ended June 30,
	2025						2024						Changes
				% of						% of
	Amount			Revenue			Amount			Revenue			Amount			%
Net revenue:
Revenues	$	31,640			53.57	%	$	31,640			53.57	%	$	-			0.00	%
Revenues, Related Party		27,425			46.43	%		27,425			46.43	%		-			0.00	%
Net revenue		59,065			100.00	%		59,065			100.00	%		-			0.00	%
Operating expenses:
Research and Development		-			0.00	%		32,500			55.02	%		(32,500	)		-100.00	%
General and Administrative		30,697			51.97	%		16,492			27.92	%		14,205			86.13	%
Consulting and Professional Fees		46,624			78.94	%		95,539			161.75	%		(48,915	)		-51.20	%
Rent		22,500			38.09	%		22,500			38.09	%		-			0.00	%
Total operating expenses		99,821			169.00	%		167,031			282.79	%		(67,210	)		-40.24	%
Loss from operations		(40,756	)		-69.00	%		(107,966	)		-182.79	%		67,210			-62.25	%
Other income (expense):
Interest Expense		(24,638	)		-41.71	%		(17,554	)		-29.72	%		(7,084	)		40.36	%
Interest Expense attributable to Amortization of Discount		(12,639	)		-21.40	%		(4,339	)		-7.35	%		(8,300	)		191.29	%
Derivative Income (Expense)		(89,259	)		-151.12	%		(261	)		-0.44	%		(88,998	)		34098.85	%
Total other income (expense), net		(126,536	)		-214.23	%		(22,154	)		-37.51	%		(104,382	)		471.17	%
Net loss before income taxes		(167,292	)		-283.23	%		(130,120	)		-220.30	%		(37,172	)		28.57	%
Income tax provision		-			0.00	%		-			0.00	%		-			n/a
Net loss	$	(167,292	)		-283.23	%	$	(130,120	)		-220.30	%	$	(37,172	)		28.57	%

Revenues

Revenues from continuing operations were $59,065 for the three months ended ~~June~~December 3031, 2025 and $59,~~064~~065 for the same period ended 2024. $27,425 of revenue from related parties recognized during the three months ended ~~June~~December 3031, 2025 and consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did $27,425 for the period ended 2024. $31,640 of revenue recognized during both of the three months ended ~~June~~December 3031, 2025 and 2024 were recognized pursuant to licenses granted to Oncology Pharma, Inc.

Operating Expenses

Operating Expense were $99610,~~824~~689 for the three months ended ~~June~~December 3031, 2025 and $ ~~167~~120,~~032~~443 for the same period ended 2024. The primarily operating ~~expense~~ expenses for 2025 consists of $ 46210,~~625~~000 of ~~Consulting~~Research &and ~~Professional~~Development expenses and $231,925 of General and Administrative Expenses. In the same period in previous year ~~Consulting~~Research and ~~Professional fees~~Development ~~expenditure~~expenses were $~~95,539.~~0 ~~During~~and ~~the~~General ~~period ended 2024 research~~ and ~~development~~Administrative ~~expenses~~Expenses ~~amounted~~were to $3213,~~500 constituting the second largest expense recognized during that quarter~~317.

Other Income

For the three months ended ~~June~~December 3031 2025, the Company reported a net other expense of $(~~126~~416,~~526~~229) whereas in the same period ended 2024 ~~the~~ the Company reported the net other expense of $(22454,~~154~~007). Net other expense for the quarter ended 2025 was primarily driven by ~~the~~a ~~recognition~~greater ofOperating ~~a Derivative~~ Loss ofrecognized ~~$(89,259).~~during ~~For~~ the quarter ended ~~June 30,~~ 2025 the Company also recognized higher interest expense and lower amortization expenses as compared to the quarter ended 2024.

Net Loss

The Company recognized an Operating Loss of $ 40551,~~759~~624 during the three months ended ~~June~~December 3031, 2025 whereas the Company recognized an Operating Loss of $ ~~107~~61,~~966~~378 for the same period ended 2024. The ~~reduction~~increase in operating loss is primarily attributable to aan ~~reduction~~increase in all expense categories other than ~~General and Administrative expenses and~~ rent incurred during the period ended ~~2024~~2025 as compared to the ~~quarter~~period ended in 2025.

Net Loss is $ ~~167~~967,~~295~~853 for the three months ended ~~June~~December 3031, 2025 as opposed to a Net Loss of $~~130~~515,~~120~~384 for the same period ended 2024. The ~~difference~~ difference is primarily attributable to the recognition by the Company of a ~~Derivative~~larger Operating Loss ofduring ~~$(89,295)~~the period ended in 2025.

~~Nine~~Working ~~months~~capital ~~June~~deficit increased by $291,814 from September 30, 2025 ~~comparing~~to ~~with~~December ~~nine~~31, ~~months~~2025, ~~ended~~primarily ~~June~~due ~~30,~~to ~~2024~~increase in Derivative Liability.

	(Unaudited)
	Three Months ended December 31
	Nine Months Ended June 30,
	2025			2024
	2025						2024						Changes
Net cash used in operating activities	$	(197,941	)	$	(66,379	)
				% of						% of
Net cash provided by financing activities		132,694			65,799
	Amount			Revenue			Amount			Revenue			Amount			%
Net increase (decrease) in cash and cash equivalents	$	(64,977	)	$	(581	)
Net revenue:
Revenues	$	94,920			53.57	%	$	94,920			53.57	%	$	-			0.00	%
Revenues, Related Party		82,275			46.43	%		82,274			46.43	%		1			0.00	%
Net revenue		177,195			100.00	%		177,194			100.00	%		1			0.00	%
Operating expenses:
Research and Development		-			0.00	%		120,161			67.81	%		(120,161	)		-100.00	%
General and Administrative		57,364			32.37	%		38,298			21.61	%		19,066			49.78	%
Consulting and Professional Fees		267,816			151.14	%		295,839			166.96	%		(28,023	)		-9.47	%
Rent		67,500			38.09	%		54,715			30.88	%		12,785			23.37	%
Total operating expenses		392,680			221.61	%		509,013			287.26	%		(116,333	)		-22.85	%
Loss from operations		(215,485	)		-121.61	%		(331,819	)		-187.26	%		116,334			-35.06	%
Other income (expense):
Interest Expense		(72,319	)		-40.81	%		(52,382	)		-29.56	%		(19,937	)		38.06	%
Interest Expense attributable to Amortization of Discount		(37,917	)		-21.40	%		(13,045	)		-7.36	%		(24,872	)		190.66	%
Derivative Income (Expense)		(376,312	)		-212.37	%		(261	)		-0.15	%		(376,051	)		144080.84	%
Total other income (expense), net		(486,548	)		-274.58	%		(65,688	)		-37.07	%		(420,860	)		640.70	%
Net loss before income taxes		(702,033	)		-396.19	%		(397,507	)		-224.33	%		(304,526	)		76.61	%
Income tax provision		-			0.00	%		-			0.00	%		-			n/a
Net loss	$	(702,033	)		-396.19	%	$	(397,507	)		-224.33	%	$	(304,526	)		76.61	%

Revenues

Revenues from continuing operations were $177,195 for the nine months ended June 30, 2025 and $177,194 for the same period ended 2024. $94,920 and $94,920 of revenue from related parties recognized during the nine months ended June 30 2025 and 2024 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. $82,275 and $82,275 of revenue recognized during the nine months ended June 30, 2025 and 2024 were recognized pursuant to licenses granted to Oncology Pharma, Inc.

Operating Expenses

Operating Expense were $392,680 for the nine months ended June 30, 2025 and $ 509,013 for the same period ended 2024. The primarily operating expense for 2025 consists of $ 267,816 of Consulting & Professional expenses and $67,500 in rent. In the same period in previous year Consulting and Professional fees expenditure were $295,839 During the period ended 2024 research and development expenses amounted to $120,161 constituting the second largest expense recognized during that period.

Other Income

For the three months ended June 30 2025, the Company reported a net other expense of $(126,526) whereas in the same period ended 2024 the Company reported the net other expense of $(22,154). Net other expense for the quarter ended 2025 was primarily driven by the recognition of a Derivative Loss of $(89,259). For the quarter ended June 30, 2025 the Company also recognized higher interest and amortization expenses as compared to the quarter ended 2024.

For the nine months ended June 30 2025, the Company reported a net other expense of $(468,548) whereas in the same period ended 2024 the Company reported the net other expense of $(65,688). Net other expense was primarily driven by the recognition of a Derivative Expense in of $(376,312) in 2025. For the period ended June 30, 2025 the Company also recognized higher interest and amortization expenses as compared to the period ended 2024.

Net Loss

The Company recognized an Operating Loss of $215,486 during the nine months ended June 30, 2025 whereas the Company recognized an Operating Loss of $331,819 for the same period ended 2024. The reduction in operating loss is primarily attributable to a reduction in all expense categories other than General and Administrative expenses and rent incurred during the period ended 2025 as compared to the period ended in 2025.

Net Loss is $ 702,033 for the nine months ended June 30, 2025 as opposed to a Net Loss of $397,507 for the same period ended 2024. The difference is primarily attributable to the recognition by the Company of a Derivative Loss of $376,312 recognized in the period ended in 2025.

Working capital deficit increased by $598,321 from September 30, 2024 to June 30, 2025, primarily due to increase in Derivative Liability.

	Nine Months ended 30-Jun
		2025			2024
Net cash used in operating activities	$	(241,500	)	$	(544,247	)
Net cash provided by financing activities		242,545			458,058
Net increase (decrease) in cash and cash equivalents	$	1,045		$	(59,189	)

Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2025 was $~~241~~197,~~500,~~941 compared to $~~544~~66,~~247~~379, for the same period ~~ended~~ ended 2024. The ~~decrease~~increase in cash used in operating activities is primarily attributable to ~~decreased~~increased operating expenses incurred by the ~~Company~~ Company during the ~~nine~~three months ended ~~June~~December 3031, 2025 as compared to the same period ended 2024.

Financing Activities

Net cash generated by financing activities for the ~~nine~~three months ended ~~June~~December 30, 2025 was $~~242~~132,~~545~~964 which consisted of proceeds from ~~notes~~sales of ~~payables~~newly issued common stock.

2422

Liquidity & Capital Resources Outlook

As of ~~June~~December 3031, 2025, the Company had cash of $ 14,~~761~~578 and net working deficit of approximately $56.85 million.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and it has incurred and expects to continue incur significant research & development cost for products development.

The accompanying financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of ~~June~~December 3031, 2025, the Company had cash of approximately $14,~~761~~578 and an accumulated deficit of approximately $2122 million. The Company has incurred recurring losses, experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of these financial statements.

Contractual Obligations

As of ~~June~~December 3031, 2025 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company’s Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer have concluded that the Company’s disclosure controls and procedures were ineffective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on ~~April~~October 1, 2025 and ending on ~~June~~ 30December 31, 2025, David Koos, who serves as the Company’s Principal Executive Officer , Principal Financial Officer has determined ~~that~~ that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is ~~reasonably~~ reasonably likely to materially effect, the Company’s internal controls over financial reporting.

2523

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On ~~June~~October 102, 2025 ~~Regen~~the ~~Biopharma, Inc.(“~~Company”} ~~issued~~entered ~~10,000,000~~into ~~common~~a ~~shares~~consulting agreement with Dr. Harry Lander (“~~Shares~~Lander Agreement”). toUnder ~~David~~the R.terms and ~~Koos,~~conditions of the ~~Company’s~~ ~~Chief~~Lander ~~Executive~~Agreement ~~Officer.~~Harry ~~The~~Lander ~~Shares~~will ~~were~~assist ~~issued~~the Company in ~~settlement~~regard ofto ~~$50,000~~a ~~salary~~planned ~~accrued~~Phase ~~but~~I ~~unpaid~~Clinical ~~earned~~Trial byof ~~David Koos~~HemaXellerate. ~~for~~The ~~services~~term ~~rendered~~of ~~pursuant~~the toLander ~~that~~Agreement ~~employment~~is ~~agreement~~from ~~entered~~October ~~into~~3, by2025 ~~and~~to ~~between~~ the ~~Company~~earlier ~~and~~of ~~David~~October ~~Koos on February 10~~3, ~~2015 and~~2028 toor ~~which~~successful ~~David~~completion ~~Koos~~of ~~and~~ the ~~Company~~planned ~~were~~Phase I ~~bound~~Clinical ~~between~~Trial ~~February~~of ~~11,~~HemaXellerate ~~2025~~(“ ~~and~~Consulting ~~January 22, 2020~~Period”).

~~The~~As ~~Shares~~consideration ~~were~~for ~~issued~~services ~~pursuant~~ to ~~Section~~be ~~4(a)~~rendered ~~(2)~~pursuant ~~of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained~~ to ~~serve~~this asAgreement ~~placement agents for the sale~~Dr. ~~The~~Lander ~~shares were sold directly through our management. No commission or other consideration~~ was paid intwenty ~~connection~~million ~~with~~newly ~~the~~issued ~~sale~~common ~~of the~~ shares. ~~There was no advertisement or general solicitation made in connection with this Offer and Sale~~ of ~~Shares. A legend was placed on~~ the ~~certificate~~Company ~~that~~(“Compensation ~~evidences the~~ Shares”) ~~stating~~subject ~~that the Shares have not been registered under the Act and setting forth or referring~~ to ~~the~~a ~~restrictions~~vesting ~~on transferability and sale of the Shares~~schedule.

OnThe ~~July~~Compensation ~~28,~~Shares ~~2025~~may ~~Regen~~not ~~Biopharma~~be sold, ~~Inc.~~transferred, ~~(the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with CFI Capital LLC (“CFI”)~~assigned, ~~pursuant~~pledged toor ~~which~~otherwise ~~CFI~~encumbered ~~purchased~~or adisposed 6%of ~~convertible~~by ~~promissory~~Lander ~~Note~~ (~~the~~ “~~Note~~ Transfer Restriction”) ~~from the~~except ~~Company~~as ~~in the principal amount of $130,000 of which $13,000 was retained by CFI through an Original Issue Discount. The Note is due and payable on July 28, 2026.~~follows:

~~The~~All ~~Holder~~Compensation ofShares ~~this~~shall ~~Note~~vest isupon ~~entitled,~~successful atcompletion ~~its~~of ~~option,~~planned atPhase ~~any~~I ~~time~~Clinical ~~after~~Trial ~~the 6th monthly anniversary~~ of ~~this Note~~HemaXellerate, tosuch ~~convert~~Clinical ~~all~~Trial orhaving been ~~any~~conducted ~~amount of~~with the ~~principal~~assistance ~~face amount~~ of ~~this Note then outstanding into shares of~~ the ~~Company’s~~Consultant ~~common~~pursuant ~~stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal~~ to ~~60% of~~ the ~~lowest~~terms ~~trading~~and ~~price~~conditions of ~~the~~this Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the CompanyAgreement.

~~The~~In ~~Note~~the ~~was~~event ~~issued~~of ~~pursuant~~termination ~~to Section 4(a) (2)~~ of the ~~Securities~~Consulting ~~Act~~Period ofany ~~1933,~~Compensation asShares ~~amended~~still ~~(the~~subject ~~“Act”). No underwriters were retained~~ to ~~serve~~Transfer asRestrictions ~~placement~~shall ~~agents~~be ~~for~~forfeited ~~the sale. The Note sold directly through our management. No commission or other consideration~~by ~~was paid in connection with~~ the ~~sale~~Consultant ~~of the Note. There was no advertisement or general solicitation made in connection with this Offer~~ and ~~Sale~~ownership of ~~the~~those ~~Note.~~Compensation AShares ~~legend~~shall ~~was~~be ~~placed~~transferred onback ~~the Note that evidences the Note has not been registered under the Act and setting forth or referring~~ to the ~~restrictions on transferability and sale of the Note and the shares into which the Note may be converted~~Company.

On August 1, 2025 the Company issued 1,000,000 common shares (“Shares”) in satisfaction of $32,040 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 ~~August~~October 12, 2025, the Company ~~issued~~entered 1into an agreement with David Koos,~~000,000~~ the Company’s Chairman and Chief Executive Officer (“Koos Agreement”). Pursuant to the Koos Agreement David Koos was paid twenty million newly issued common shares of the Company (“Koos Compensation Shares”) subject to a vesting schedule. The Company has issued these shares to Davis Koos as consideration for services to be rendered by Koos in ~~satisfaction~~connection ofwith ~~$34,020~~a ofplanned ~~accrued~~Phase ~~interest~~I Clinical Trial of HemaXellerate.

The Koos Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by David Koos (“ Transfer Restriction”) except as follows:

26On October 8, 2025 the Company issued 6,800,000 common shares (“Shares”) for consideration consisting of $68,000.

OnThe ~~August~~Shares 5,were ~~2025~~issued ~~the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Labrys Fund II LP (“Labrys”),~~ pursuant to ~~which Labrys purchased~~ a 6%Tier ~~convertible~~2 ~~promissory~~Regulation ~~Note~~A ~~(the “Note”) from the Company in the principal amount of $100,000 of which $15,000 was retained by Labrys through an Original Issue Discount~~Offering. The ~~Note~~Shares iswere ~~due~~sold ~~and~~directly ~~payable on~~through ~~August~~our ~~5, 2026.~~management

~~The~~On ~~Holder~~October of27, ~~this~~2025 ~~Note~~the isCompany ~~entitled,~~issued ~~at its option~~3, 500,000 tocommon ~~convert all or any amount of the principal face amount of this Note and interest then outstanding into~~ shares ~~of the Company’s common stock~~ (~~the~~ “~~Common Stock~~Shares”) ~~at a price (“Conversion Price”)~~ for ~~each~~consideration ~~share~~consisting of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”)$35, ~~for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date~~000.

The ~~Note~~Shares ~~was~~were issued pursuant to ~~Section 4(~~a) (Tier 2) ofRegulation ~~the~~A ~~Securities Act of 1933, as amended (the “Act”)~~Offering. NoThe ~~underwriters~~Shares were ~~retained~~ ~~to serve as placement agents for the sale. The Note~~ sold directly through our management. No commission or other consideration was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer and Sale of the Note. A legend was placed on the Note that evidences the Note has not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Note and the shares into which the Note may be converted.

On October 28, 2025 the Company issued 7,100,000 common shares (“Shares”) for consideration consisting of $71,000.

The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management

On November 10, 2025 the Company issued 1,780,000 common shares (“Shares”) for consideration consisting of $17,800.

The Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management

On November 12, 2025 the Company issued 5,000,000 common shares (“Shares”) in satisfaction of $38,037 of principal convertible indebtedness and $2,463 of accrued interest on convertible indebtedness.

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.

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.

On February 3. 2026 the Company issued 5,000,000 common shares (“Shares”) in satisfaction of $12,250 of principal convertible indebtedness.

Item 6. Exhibit Index

Exhibit No.		Description

31.1		CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002

31.2		CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANESE-OXLEY ACT OF 2002

32.1		CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

32.2		CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Label Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

2726

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Regen Biopharma, Inc.

By:	/s/ David R. Koos
Name:	David R. Koos
Title:	Chairman, Chief Executive Officer
Date:	~~August~~February 1113, ~~2025~~2026

Regen Biopharma, Inc.

By:	/s/ David R. Koos
Name:	David R. Koos
Title:	Acting Chief Financial Officer, Director
Date:	~~August~~February 1113, ~~2025~~2026

2827

Filing Compare · Regen BioPharma Inc