Regen BioPharma Inc - Annual Report: 2019 (Form 10-K)

United States Securities and Exchange Commission

Washington, D.C.  20549

Form 10-K

☒  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ending September 30, 2019

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

For the transition period from __________ to __________. 

Commission file number: 333-191725 

Issuer’s telephone number: (619) 722 5505 

Securities registered under Section 12(b) of the “Exchange Act”: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.

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

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 ☒  

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $ 7.330,721

As of May 14, 2021 Regen Biopharma, Inc. had 3,746,423788 common shares outstanding.

As of May 25, 2021 Regen Biopharma, Inc. had 414, 147,858 shares of Series A Preferred Stock outstanding.

As of May 25, 2021 Regen Biopharma, Inc. had 50,000 shares of Series AA Preferred Stock outstanding.

As of May 25,2021 Regen Biopharma, Inc. had 44,000,000 shares of Series M Preferred Stock outstanding.

As of May 25,2021 Regen Biopharma, Inc. had 10,000 shares of Series NC Preferred Stock outstanding

In this annual report, the terms “Regen Biopharma, Inc.. ”, “Regent”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Regen Biopharma, Inc., a Nevada corporation and its wholly owned subsidiary KCL, Therapeutics, Inc., a Nevada corporation.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements.  Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

PART I

Item 1. Business

We were incorporated April 24, 2012 under the laws of the State of Nevada. We intend to engage primarily in the development of regenerative medical applications which we intend to license, develop internally or acquire outright 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 primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

As of December 18, 2018 , we have not licensed any existing therapies which may be marketed. On June 23, 2015 Regen Biopharma, Inc. ( “Regen”) entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen (“ 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 Regen 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.

he abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.

Pursuant to the Agreement, Zander shall pay to Regen 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 Regen 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 Regen receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to Regen 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 Regen:

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 Regen 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 Regen 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.

On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

On April 7, 2021 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby Regen granted to Licensee an exclusive right and license for the development and commercialization of certain intellectual property ( “License IP”) for the treatment in humans of pancreatic cancer for a term of fifteen years from April 7, 2021.

The License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce an immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is recognized by the immune system.

As consideration to Regen for the rights and license granted pursuant to the Agreement Licensee shall:

Licensed Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.

In the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.

On April 7, 2021 KCL Therapeutics, Inc. (“KCL”) entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby KCL granted to Licensee an exclusive right and license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from April 7, 2021.

As consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:

Licensed Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.

In the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.

Zander and Regen are under common control. David Koos serves as sole officer and director of both Regen BioPharma, Inc. and Zander Therapeutics Inc.

Both Zander and Oncology Pharma, Inc. will be required to obtain approval from the United States Food and Drug Administration (“FDA”) in order to market any Licensed Product which may be developed within the United States and no assurance may be given that such approval would be granted.

Distribution methods of the products or services:

It is anticipated that Regen and /or KCL will enter into licensing and/or sublicensing agreements with outside entities in order that Regen and/or KCL may obtain royalty income on the products and services which it may develop and commercialize.

Competitive business conditions and Regen's competitive position in the industry and methods of competition

We are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do.

Sources and availability of raw materials and the names of principal suppliers

The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

Patents:

The Company has been assigned the following patents.

US Patent #8389708

METHOD OF CANCER TREATMENT USING SIRNA SILENCING

The present invention is a method for the treatment of cancer involving tumor derived immunosuppression in a subject. The method comprises administering to a subject one or more siRNA constructs capable of inhibiting the expression of an immunosuppressive molecule. The invention also provides siRNA constructs and compositions.

US Patent #9091696

MODULATION OF NR2F6 AND METHODS AND USES THEREOF

The application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount of a NR2F6 modulator.

US Patent #8263571

Gene silencing of the brother of the regulator of imprinted sites (BORIS)

US Patent #10,088,485

METHODS OF SCREENING COMPOUNDS THAT CAN MODULATE NR2F6 BY DISPLACEMENT OF A REFERENCE LIGAND

This invention discloses compositions of matter, protocols and methods of screening test compounds to identifying agonists and antagonists of the orphan nuclear receptor NR2F6 by measuring the ability of a test compound to occupy the active site of NR2F6, in the presence of a reference compound.

Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business.

The US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.

Our domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals, an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing. Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans.

Phase I

Phase 1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug. These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging, also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However, there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment options.

Phase II

Phase II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger group of volunteers and patients. Phase II trials are performed on larger groups.

Phase III

Phase III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of (i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.

On occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance) and ongoing technical support of a drug after it receives permission to be sold.The safety surveillance is designed to detect any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the Phase I-III clinical trials.

All phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”). The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution. The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development initially required to create the product. No action can be taken to market any therapeutic product in the United States until an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.

Even after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible

The FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and dosage information for that product.

Sales of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval may be longer or shorter than that required for FDA approval

Amount spent during the fiscal year ended September 30, 2019 on research and development activities

During the fiscal year ended September 30, 2019 we expended $45,605 on research and development activities.

Costs and effects of compliance with environmental laws (federal, state and local)

Regen has not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.

Number of total employees and number of full-time employees

As of May 31, 2021 Regen has 1 employee of which one is full time.

Item 2. Properties

On October 1, 2014 the Company entered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease was on a month to month basis and rent payable to Entest Biomedical Inc by the Company was equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance with the original lease agreement between Entest Biomedical Inc and the lessor. On January 20, 2015 the sublease was amended retroactive to January 1, 2015 as follows:

The rent payable to Entest BioMedical, Inc. by the subtenant is equal to Five Thousand Dollars per month ($5,000) and is to be paid in at such time specified in accordance with the original lease agreement between the Entest BioMedical, Inc. (“Entest”) and the lessor. All charges for utilities connected with premises which are to be paid under the master lease shall be paid by Regen Biopharma, Inc. for the term of this sublease to the extent that such charges exceed the difference between the rent payable to the lessor by Entest under the master lease and the rent payable to Entest by Regen Biopharma, Inc.

On November 16, 2018 Regen Biopharma Inc. and Entest Biomedical, Inc. agreed to terminate Regen’s sublease of office space with Entest Biomedical, Inc. effective the rental period commencing November, 2018.

On November 16, 2018 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 November 1, 2018.

BST is controlled by David Koos, Regen Biopharma, Inc.’s Chairman and Chief Executive Officer.

On January 20, 2020 the “Company and BST agreed that the month to month sublease by and between the Company and BST whereby the Company subleased office space from BST at 4700 Spring Street, St 304, La Mesa, California 91942 shall terminate as of 1pm Pacific Standard Time on January 22, 2020.

The Company currently continues to occupy 2,320 square feet of office space at 4700 Spring Street, Suite 304, La Mesa, California 91942 leased to BST free of charge.

The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

Item 3. Legal Proceedings

On December 13, 2019 a complaint was filed in the Superior Court of California, County of San Diego  against  Regen Biopharma, Inc. (“Company”) ,  the Company’s Chairman, Zander Therapeutics Inc (“Zander”), and Does 1-50 by ChemDiv, Inc. (“Plaintiff”) alleging  Breach of Contract, Unfair Business Practices under the California Business and Professions Code, and  Bad Faith Denial of a Contract ( alleged solely against the Company  and DOE defendants) stemming from contract research work performed by the Plaintiff for the Company and contract research performed by the Plaintiff for Zander. The Plaintiff is also seeking a declaration from the court that the Plaintiff retains full and complete ownership, title, use, and all rights without any limits to the work, tangible property, intellectual property, and any other product or by-product of the work performed by Plaintiff for the Company and Zander. The action arises from approximately $1.2 million dollars of unpaid invoices (“Unpaid Invoices”) due and payable to the Plaintiff. The Company asserts that no portion of the Unpaid Invoices is due and payable by the Company .

It is not possible to predict the ultimate outcome of this legal action. The outcome of this legal proceeding may adversely affect the Company’s  financial condition and operations and may also result in loss of control by the Company of intellectual property controlled by the Company.

The Company and Zander are under common control. David Koos serves as Chief Executive Officer and Chairman of the Board of Zander and the Company.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.

The stockholders’ equity section of the Company contains the following classes of capital stock as of March 3,2021 :

Common stock, $ 0.0001 par value; 4, 800,000,000 shares authorized: 2,635,953,890 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: 50,000 shares issued and outstanding as of March 3,2021, 300,000,000 is designated Series A Preferred Stock of which 414, 147,858 shares are outstanding as of March 3,2021 , 300,000,000 is designated Series M Preferred Stock of which 44,000,000 shares are outstanding as of March 3,2021 and 20,000 is designated  Series NC Preferred Stock of which 10,000 shares are outstanding as of April 13,2021

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 ten thousand (10,000). 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 300,000,000 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. 

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 300,000,000 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 500,000. 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. 

Our common stock is traded on the OTC Bulletin Board under the symbol "RGBP”. Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

As of March 2,2021 there were approximately 468 holders of our Common Stock.

As of March 2,2021 there were approximately 217 holders of our Series A Preferred Stock.

As of March 2,2021 there was 1 holder of our Series AA Preferred Stock.

As of March 2,2021 there were approximately 7 holders of our Series M Preferred Stock

As of April 13,2021 there was one holder of our Series NC Preferred Stock.

Dividends

No cash dividends were paid during the fiscal year ending September 30, 2019. We do not expect to declare cash dividends in the immediate future. 

Recent Sales of Unregistered Securities

Issuance of Common Shares

On October 1, 2018 the Company issued 5,128,205 common shares in satisfaction of $30,000 of convertible indebtedness.

On October 18, 2018 the Company issued 8,961,988 common shares in satisfaction of $30,650 of convertible indebtedness.

On October 23, 2018 the Company issued 2,019,940 common shares in satisfaction of $7,000 of convertible indebtedness and 612 of accrued interest on convertible indebtedness.

On October 29, 2018 the Company issued 3,015,618 common shares in satisfaction of $11,000 of convertible indebtedness and 368 of accrued interest on convertible indebtedness.

On November 15, 2018 the Company issued 7,100,591 common shares in satisfaction of $30,000 of convertible indebtedness.

On November 28, 2018 the Company issued 29,033,181 common shares in satisfaction of $50,716 of convertible indebtedness.

On November 28, 2018 the Company issued 286,232 common shares in satisfaction of, $500 in fees

On December 19, 2018 the Company issued 5,184,674 common shares in satisfaction of $10,000 of convertible indebtedness and $447 of accrued interest on convertible indebtedness.

On December 26, 2018 the Company issued 11,000,000 common shares in satisfaction of $7,710 of convertible indebtedness, $500 in fees and $700 of accrued interest on convertible indebtedness.

On January 3, 2019 the Company issued 10585123 common shares in satisfaction of $4607 of convertible indebtedness and $9153 of accrued interest on convertible indebtedness.

On January 23, 2019 the Company issued 5774947 common shares in satisfaction of $6770 of convertible indebtedness and $362 of accrued interest on convertible indebtedness.

 On January 25, 2019 the Company issued 13100000 common shares in satisfaction of $5975 of convertible indebtedness , $500 in fees and $991 of accrued interest on convertible indebtedness.

On February 11, 2019 the Company issued 10473668 common shares in satisfaction of $12230 of convertible indebtedness and $704 of accrued interest on convertible indebtedness.

On February 15, 2019 the Company issued 13821193 common shares in satisfaction of $15000 of convertible indebtedness and $756 of accrued interest on convertible indebtedness.

On February 19, 2019 the Company issued 13790783 common shares in satisfaction of $17500 of convertible indebtedness and $2,220 of accrued interest on convertible indebtedness.

On March 1, 2019 the Company issued 8004463 common shares in satisfaction of $8200 of convertible indebtedness and $444 of accrued interest on convertible indebtedness.

On March 4, 2019 the Company issued 15000000 common shares in satisfaction of $8756 of convertible indebtedness, $500 in fees and $1543 of accrued interest on convertible indebtedness.

On March 19, 2019 the Company issued 28,210,615 common shares in satisfaction of $22,504 of convertible indebtedness and $500 in fees .

On March 22, 2019 the Company issued 6309524 common shares in satisfaction of $5000 of convertible indebtedness and $300 of accrued interest on convertible indebtedness.

 On April 1, 2019 the Company issued 10,000,000 common shares in satisfaction of $3,591 of convertible indebtedness and $708 of accrued interest on convertible indebtedness, and $500 in Fees.

On April 2, 2019 the Company issued 12,992,839 common shares in satisfaction of $8,800 of convertible indebtedness and $554 of accrued interest on convertible indebtedness.

On April 8, 2019 the Company issued 17,971,064 common shares in satisfaction of $12,100 of convertible indebtedness and $1,917 of accrued interest on convertible indebtedness.

On April 9, 2019 the Company issued 11,832,569 common shares in satisfaction of $8,000 of convertible indebtedness and $519 of accrued interest on convertible indebtedness.

On April 11, 2019 the Company issued 19,472,820 common shares in satisfaction of $14,600 of convertible indebtedness and $588 of accrued interest on convertible indebtedness.

On April 18, 2019 the Company issued 14,824,958 common shares in satisfaction of $10,000 of convertible indebtedness and $673 of accrued interest on convertible indebtedness.

On April 29, 2019 the Company issued 22,243,153 common shares in satisfaction of $14,800 of convertible indebtedness and $2549 of accrued interest on convertible indebtedness.

On April 30, 2019 the Company issued 10,000,000 common shares in satisfaction of $2,788 of convertible indebtedness and $1,511 of accrued interest on convertible indebtedness, and $500 in Fees.

On May 18, 2019 the Company issued 22,000,000 common shares in satisfaction of $7,948 of convertible indebtedness, $500 in fees and $352 of accrued interest on convertible indebtedness.

On July 12, 2019 the Company issued 25,870,700 common shares in satisfaction of $2,049 of convertible indebtedness, $500 in fees and $2,883 of accrued interest on convertible indebtedness.

On July 31, 2019 the Company issued 27,161,700 common shares in satisfaction of $2,962 of convertible indebtedness, $500 in fees and $611 of accrued interest on convertible indebtedness.

On September 19,2019 the Company issued 28,517,000 common shares in satisfaction of $2,900 of convertible indebtedness, $500 in fees and $876 of accrued interest on convertible indebtedness.

October 29, 2019 the Company issued 24,253,038 common shares in satisfaction of $10,000of convertible indebtedness and $1,035 of accrued interest on convertible indebtedness.

On October 29, 2019 the Company issued 19,475,615 common shares in satisfaction of $4,907of convertible indebtedness and $1,422 of accrued interest on convertible indebtedness.

On November 5, 2019 the Company issued 29,219,194 common shares in satisfaction of $9,000 of convertible indebtedness and $1,518 of accrued interest on convertible indebtedness.

On November 5, 2019 the Company issued 28,000,000 common shares in satisfaction of $5,775 of convertible indebtedness and $2,625 of accrued interest on convertible indebtedness.

On November 5, 2019 the Company issued 28,000,000 common shares in satisfaction of $5,775 of convertible indebtedness and $2,625 of accrued interest on convertible indebtedness.

On November 5, 2019 the Company issued 30,555,555 common shares in satisfaction of $11,000 of convertible indebtedness .

On November 27, 2019 the Company issued 36,500,000 common shares in satisfaction of 2785 accrued interest on convertible indebtedness and $500 in fees.

On December 3, 2019 the Company issued 36,114,111 common shares in satisfaction of $5,500 of convertible indebtedness and $1,000 accrued interest on convertible indebtedness .

On December 4, 2019 the Company issued 36,542,564 common shares in satisfaction of $6,090 of convertible indebtedness and $1,035 accrued interest on convertible indebtedness .

On December 5, 2019 the Company issued 41,922,222 common shares in satisfaction of $7,456 of convertible indebtedness .

On December 6, 2019 the Company issued 41,923,556 common shares in satisfaction of $907 of convertible indebtedness and $2,365 accrued interest on convertible indebtedness .

On December 10, 2019 the Company issued 49,729,272 common shares in satisfaction of $5,878 of convertible indebtedness .

On December 13, 2019 the Company issued 52,214,500 common shares in satisfaction of $2,266 of convertible indebtedness and $366 of accrued interest on convertible indebtedness and $500 in fees.

On December 13, 2019 the Company issued 52,200,000 common shares in satisfaction of $3,132 of convertible indebtedness.

On December 16, 2019 the Company issued 49,759,153 common shares in satisfaction of $5,470 of convertible indebtedness and $988 of accrued interest on convertible indebtedness.

On December 19, 2019 the Company issued 42,000,000 common shares in satisfaction of $3,280 of convertible indebtedness

On December 20, 2019 the Company issued 59,940,000 common shares in satisfaction of $3,280 of convertible indebtedness and $616 of accrued interest on convertible indebtedness.

On December 20, 2019 the Company issued 59,900,000 common shares in satisfaction of $3,594 of convertible indebtedness.

On December 23, 2019 the Company issued 59,907,667 common shares in satisfaction of $942 of convertible indebtedness, $354 of accrued interest on convertible indebtedness and $500 in fees.

On January 2, 2020 the Company issued 69,685,185 common shares in satisfaction of $3,763 of convertible indebtedness.

On January 2, 2020 the Company issued 70,793,000 common shares in satisfaction of $1,104 of convertible indebtedness , 524 of accrued interest on convertible indebtedness and $500 in fees.

On January 23, 2020 the Company issued 42,035,947 common shares in satisfaction of $202 of convertible indebtedness , $558 of accrued interest on convertible indebtedness and $500 in fees.

On October 28, 2020 the Company issued 80,065,846 common shares in satisfaction of $3,752 of convertible indebtedness and $1,452 of accrued interest on convertible indebtedness.

On November 6, 2020 the Company issued 83,934,153 common shares in satisfaction of $3,900 of convertible indebtedness and $1,555 of accrued interest on convertible indebtedness.

On December 11, 2020 the Company issued 87,020,000 common shares in satisfaction of $7,300 of convertible indebtedness and $3,142 of accrued interest on convertible indebtedness.

On December 16, 2020 the Company issued 6,437,153 common shares in satisfaction of $852 of convertible indebtedness , $429 of accrued interest on convertible indebtedness and $160 in fees..

On December 16, 2020 the Company issued 88,158,923 common shares in satisfaction of $4,030 of convertible indebtedness and $1,700 of accrued interest on convertible indebtedness.

On December 17, 2020 the Company issued 83,216,917 common shares in satisfaction of $8,200 of convertible indebtedness and $1,786 of accrued interest on convertible indebtedness.

On December 23, 2020 the Company issued 108,444,444 common shares in satisfaction of $16,000 of convertible indebtedness and $3,250 of accrued interest on convertible indebtedness.

On December 31, 2020 the Company issued 117,837,384 common shares in satisfaction of $5,330 of convertible indebtedness and $2,329 of accrued interest on convertible indebtedness.

On January 28, 2021 the Company issued 85,900,000 common shares in satisfaction of $5,154 of convertible indebtedness.

On February 23, 2021 the Company issued 88,000,000 common shares in satisfaction of $4,400 of accrued interest on convertible indebtedness.

On February 24, 2021 the Company issued 82,759,286 common shares in satisfaction of $30,000 of convertible indebtedness and $4,758 of accrued interest on convertible indebtedness.

On March 2, 2021 the Company issued 119,269,538 common shares in satisfaction of $5,260 of convertible indebtedness and $2,492 of accrued interest on convertible indebtedness.

On March 18, 2021 the Company issued 70,000,000 common shares in satisfaction of $3,415 of convertible indebtedness and $84 of accrued interest on convertible indebtedness.

On March 31, 2021 the Company issued 40,000,000 common shares in satisfaction of $1926 of convertible indebtedness and $74 of accrued interest on convertible indebtedness.

On April 12, 2021 the Company issued 85,000,000 common shares in satisfaction of $3111 of convertible indebtedness and $49 of accrued interest on convertible indebtedness.

On April 13, 2021 the Company issued 83,636,833 common shares in satisfaction of $3,511 of convertible indebtedness and $1508 of accrued interest on convertible indebtedness.

On April 13, 2021 the Company issued 32,968,042 common shares in satisfaction of $19,000 of convertible indebtedness and $4736 of accrued interest on convertible indebtedness.

On April 15, 2021 the Company issued 146,452,000 common shares in satisfaction of $1,416 of convertible indebtedness and $680 of accrued interest on convertible indebtedness.

On April 15, 2021 the Company issued 49482000 common shares in satisfaction of $2288 of convertible indebtedness and $680 of accrued interest on convertible indebtedness..

On April 16, 2021 the Company issued 70,755,885 common shares in satisfaction of $47,000 of convertible indebtedness and $8,189 of accrued interest on convertible indebtedness.

On April 16, 2021 the Company issued 90,311,411 common shares in satisfaction of $4,238 of convertible indebtedness and $17 of accrued interest on convertible indebtedness.

On April 21, 2021 the Company issued 163,814,000 common shares in satisfaction of $7564 of convertible indebtedness and $2,264 of accrued interest on convertible indebtedness.

On April 28, 2021 the Company issued 28,784,167 common shares in satisfaction of $22,000 of convertible indebtedness and $3,905 of accrued interest on convertible indebtedness.

On May 3, 2021 the Company issued 33,012,555 common shares in satisfaction of $1,416 of convertible indebtedness and $729 of accrued interest on convertible indebtedness.

On May 5, 2021 the Company issued 27,753,016 common shares in satisfaction of $1,187 of convertible indebtedness and $616 of accrued interest on convertible indebtedness.

Issuance of Series A Preferred Shares

On November 20, 2019 the Company issued 3,656,020 of Series A Preferred shares in satisfaction of $5,465 of convertible indebtedness.

On January 9, 2019 the Company issued 10,000,000 Series A Preferred shares to a consultant as consideration for services.

On June 27, 2019 the Company issued 194,285, 714 shares of the Series A Preferred stock of Regen to Zander Therapeutics in satisfaction of $340,000 of convertible indebtedness.

On May 12, 2020 the Company issued 5,238,875 Series A Preferred shares in satisfaction of $3,000 of convertible indebtedness and $1,426 of accrued interest on convertible indebtedness.

On July 1, 2020 the Company issued 11,603,784 Series A Preferred shares in satisfaction of $5,000 of convertible indebtedness and $2,542 of accrued interest on convertible indebtedness.

On August 7, 2020 the Company issued 16,549,800 Series A Preferred shares in satisfaction of $7,000 of convertible indebtedness and $3,757 of accrued interest on convertible indebtedness.

On December 17, 2020 the Company issued 32,379,169 Series A Preferred shares in satisfaction of $13,000 of convertible indebtedness and $8,046 of accrued interest on convertible indebtedness.

Issuance of common shares of KCL Therapeutics, Inc.

On January 23, 2019 Dr. Harry Lander and the KCL Therapeutics, Inc (“KCL”) entered into an agreement (“Agreement”) whereby Dr. Lander agreed to provide services as KCL’s Senior Scientific Consultant.  Pursuant to the Agreement, Dr. Lander will assist KCL with its development of therapies involving checkpoint NR2F6 therapies.

The term of the Agreement is from January 25, 2019 to January 24, 2022 and may be extended by mutual consent. Sole consideration to Dr. Lander for services to be provided pursuant to the Agreement shall be the issuance to Dr. Lander by KCL of 5,000,000 shares of KCL’s common stock. On February 13, 2019 Dr. Lander was issued 5,000,000 of the common shares of KCL.

On February 13, 2019 David Koos, the Chairman and Chief Executive Officer of both Regen and KCL, was issued 5,000,000 of the common shares of KCL as consideration for services.

On February 13, 2019 Todd Caven, the then Chief Financial Officer of both Regen and KCL, was issued 5,000,000 of the common shares of KCL as consideration for services.

On August 13, 2019 David Koos, the Chairman and Chief Executive Officer of Regen Biopharma, Inc. (“Company”) returned 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) to KCL for cancellation.

On August 13, 2019 Todd Caven , the then Chief Financial Officer of the Company returned 5,000,000 common shares of KCL to KCL for cancellation.

On August 14th, 2019 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) owned by Dr. Harry Lander were cancelled by KCL pursuant to a request from Dr. Lander received by KCL on August 13th 2019.

Issuance of Series M Preferred Shares:

On November 15, 2019 the Company issued 4,000,000 Series M Preferred shares as consideration for services.

On November 18, 2019 the Company issued 2,000,000 Series M Preferred shares as consideration for services.

Issuance of Series NC Preferred Shares

On April 13, 2021 the Company issued 10,000 Series NC Preferred shares to its Chief Executive Officer as consideration for services.

Cancellation of Subsidiary Shares

On August 13, 2019 David Koos, the Chairman and Chief Executive Officer of Regen Biopharma, Inc. (“Company”) returned 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) to KCL for cancellation.

On August 13, 2019 Todd Caven returned 5,000,000 common shares of KCL to KCL for cancellation.

On August 14th, 2019 5,000,000 common shares of KCL Therapeutics, Inc. (“KCL”) owned by Dr. Harry Lander were cancelled by KCL pursuant to a request from Dr. Lander received by KCL on August 13th 2019.

As a result of this cancellation, as of August 14th 2019 KCL is wholly owned by Regen Biopharma, Inc.

Issuance of Convertible Notes

On October 3, 2018 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $63,000 for consideration consisting of $60,000 cash and payment on behalf of the Company of $3,000 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is October 3, 2019. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

On October 10, 2018 the Company issued a Convertible Note (“Note”) in the face amount of $75,000 for consideration consisting of $71,250 cash and payment on behalf of the Company of 3,750 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is October 11,  2019. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% ( which may be increased to 9.99% upon 60 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

On January 22, 2019 the Company issued a convertible note in the face amount of $50,000 (“ Note”). Consideration for the Note consisted of $47,500 cash and payment of fees associated with the Note of $2,500. The Note shall accrue simple interest in the amount of 10%. Principal and Accrued Interest is due and payable on January 22, 2020.

The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% ( which may be increased to 9.99% upon 61 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

 On February 15, 2019 the Company issued a Convertible Note (“Note”) in the face amount of $50,000 for consideration consisting of $47,500 cash and payment on behalf of the Company of $2,500 of expenses incurred in connection with the issuance of the Note. The Note may be converted into the Common Shares of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading Price of the Common Stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% ( which may be increased to 9.99% upon 61 days written notice by the Holder) of the outstanding shares of the Common Stock of the Company.

On July 19, 2019 the Company issued a convertible promissory note in the face amount of $100,000 (“Note”) for consideration consisting of:

$95,000 cash

the payment of $5,000 of legal fees

The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2020. The Note may be converted into the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading price of the common stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

The proceeds from the issuance of the Note are to be allocated as follows:

$30,592 will be utilized to retire the outstanding balance of a $75,000 note issued by the Company on August 15, 2018 to One44 capital, LLC and $22,877 will be allocated to the Company’s accountants and auditors to bring the Company current with regards to the Company’s quarterly reporting requirements under the Securities and Exchange Act of 1934.

On July 19, 2019 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $20,331 for consideration consisting of $18,831 cash and payment on behalf of the Company of $1,500 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note is July 19, 2019. The Note may be converted into shares of the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 65% of the lowest Trading price of the common stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

On July 19, 2019 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $14,819 for consideration consisting of $13,319 cash and payment on behalf of the Company of $1,500 of expenses incurred in connection with the issuance of the Note. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note is July 19, 2019. The Note may be converted into shares of the common stock of Regen at a price per share ( “Conversion Price”) equivalent to 60% of the lowest Trading price of the common stock of the Company as reported on the National Quotations Bureau OTC Markets exchange upon which the Company's shares are traded or any exchange upon which the Common Stock of the Company may be traded in the future , for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. . In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

All the abovementioned securities 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 securities were sold directly through our management. No commission or other consideration was paid in connection with the sale of the securities. There was no advertisement or general solicitation made in connection with this Offer and Sale of securities.

With the exception of securities eligible for public resale pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, a legend was placed on the certificate that evidences the securities stating that the securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the securities.

Use of Proceeds

With regard to all securities sold for cash consideration described above, unless otherwise indicated, cash proceeds received from sale will be utilized by Regen for general corporate purposes unless otherwise indicated .

Item 6. Selected Financial Data

As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As of September 30, 2018 we had Note Receivable due from Related Party of $4,551 and as of September 30, 2019 we had Note Receivable Due from Related Party of 0.

The Decrease in Note Receivable from Related Party is attributable to satisfaction of a $4,551 Note payable to the Company for cash consideration of $4,551.

As of September 30, 2019 we had Accounts Receivable, Related Party of $43,460 and as of September 30, 2018 we had Accounts Receivable, Related Party of $0.

The increase in Accounts Receivable, Related Party is attributable to:

(a) The derecognition of $29,186 of unearned income during the quarter ended December 31, 2018 such unearned income recognized prior to September 30, 2018 due to adoption the by the Company of FASB ASU 2014-09 beginning in the fiscal year ended September 30, 2019.

(b) The recognition by the Company during the quarter ended December 31, 2018 of an aggregate of $27,424 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

(c) The recognition by the Company during the quarter ended March 31, 2019 of an aggregate of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

(d) The recognition by the Company during the quarter ended June 30, 2019 of an aggregate of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

(e) The recognition by the Company during the quarter ended September 30, 2019 of an aggregate of $27,726 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

As of September 30, 2018 we had Prepaid Expenses of $8,259 and as of September 30, 2019 we had Prepaid Expenses of $76.

The decrease in Prepaid Expenses of approximately 99% is attributable to:

recognition by the Company of $7,259 of Research and Development expenses which had been paid for in a prior period

derecognition by the Company of $1,000 compensation prepaid to a former employee deemed uncollectible by the Company during the quarter ended December 31, 2018

offset by

The recognition by the Company of $76 of prepaid expenses attributable to the issuance to Dr. Harry Lander by KCL Therapeutics, Inc. (“KCL”) of 5,000,000 shares of KCL’s common stock as prepayment for services to be performed in subsequent periods.

As of September 30, 2019 we had Accrued Interest Receivable of $0 and as of September 30, 2018 we had Accrued Interest Receivable of $7,672.

The decrease in Accrued Interest Receivable is primarily attributable to

(a)accrued interest due to the Company but unpaid settled by the receipt by the Company of 250,000 of the Preferred Series M shares of Zander Therapeutics, Inc. in satisfaction of interest receivable accrued but unpaid due to the Company by Entest Group, Inc.

(b) The cancellation pursuant to its terms and conditions of a $63,000 Note Receivable and all accrued interest thereon issued to the Company in consideration of a Convertible Note Payable

(c) a reserve of 100% having been established with regards to interest accrued but not yet paid on Notes Receivable issued to the Company in consideration of Convertible Notes Payable issued by the Company ( “Collateral Notes Receivable”). The Collateral Notes Receivable contain provisions allowing the Borrower to cancel payment obligation in the event that the Company becomes noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of 1934. The Company became noncurrent with regard to the Company’s reporting obligation under the Securities and Exchange Act of 1934.as of the due date of the Company’s quarterly report for the Company’s quarter ended march 31, 2019.

As of September 30, 2018 we had Prepaid Rent of $14,270 and as of September 30, 2019 we had Prepaid Rent of $0.

The decrease in Prepaid Rent is attributable to:

The recognition of rental expense with regards to $5,000 prepaid by the Company

The acceptance by the Company of 475,000 of the Preferred Series M shares of Zander Therapeutics, Inc. in satisfaction of rent prepaid by the Company to Entest Biomedical, Inc.

As of September 30, 2018 we had Investment Securities of $166,247 and as of September 30, 2019 we had Investment Securities of $19,969.

The decrease in Investment Securities of approximately 88% is attributable to:

(a) The sale by the Company of 8,000,000 common shares of Entest Group, Inc. and 185,852 of the nonvoting convertible preferred shares of Entest Group, Inc. for aggregate consideration of $49,858.

(b)The acceptance by the Company of 725,000 of the Preferred Series M shares of Zander Therapeutics, Inc. in satisfaction of interest receivable accrued but unpaid due to the Company by Entest Group, Inc. and rent prepaid to Entest Biomedical Inc.

(c) The revaluation as of September 30, 2019 of 725,000 of the Preferred Series M shares of Zander Therapeutics, Inc. owned by the Company as of June 30, 2019

(d) The revaluation as of September 30, 2019 of 470,588 of the common shares of Zander Therapeutics, Inc. owned by the Company as of June 30, 2019.

As of September 30, 2019 we had Accrued Interest Payable of $525,335 and as of September 30, 2018 we had Accrued Interest Payable of $292,094.

The increase in Accrued Interest Payable of approximately 79% is attributable to additional interest accrued but unpaid on Notes and Convertible Notes issued by the Company during the twelve months ended September 30, 2019 offset by:

(a)The payment of $8,520 of interest accrued but unpaid during the quarter ended December 31, 2018

(b) The satisfaction of $9,555 of interest accrued but unpaid during the quarter ended December 31, 2018 by the issuance of common stock.

(c) The payment of $3,000 of interest accrued but unpaid during the quarter ended March 31, 2019

(d) The satisfaction of $19,343 of interest accrued but unpaid during the quarter ended March 31, 2019 by the issuance of common stock

(e) The satisfaction of $9,344 of interest accrued but unpaid during the quarter ended June 30, 2019 by the issuance of common stock.

(f) the derecognition of $2,499 of interest accrued but unpaid on a Convertible Note issued by the Company in the face amount of $63,000 which was cancelled during the quarter ended June 30, 2019 pursuant to its terms and conditions.

(g) The satisfaction of $4,370 of interest accrued but unpaid during the quarter ended September 30, 2019 by the issuance of common stock

(h) The payment of $1,828 of interest accrued but unpaid during the quarter ended September 30, 2019.

(i) the derecognition of $3,288 of interest accrued but unpaid on a Convertible Note issued by the Company in the face amount of $50,000 which was cancelled during the quarter ended September 30, 2019 pursuant to its terms and conditions

As of September 30, 2018, we had Accrued Payroll of $655,663 and as of September 30, 2019 we had Accrued Payroll of $972,158.

The increase in accrued payroll of approximately 48% is attributable to:

$126,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the twelve months ended September 30, 2019.

$162,000 in salary expense due to the Company’s former Chief Financial Officer incurred but unpaid during the twelve months ended September 30, 2019.

$28,495 in salary expense due to the Company’s former President and Chief Scientific Officer incurred but unpaid during the nine months ended June 30, 2019.

As of September 30, 2018 we had a Derivative Liability of $6,736,607 and as of September 30, 2019 we had a Derivative Liability of $7,200,528.

The increase in Derivative Liability of 7% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $2,215,421 outstanding as of September 30, 2019.

As of September 30, 2019 we had unearned income of $0 and as of September 30, 2018 we had Unearned Income of $68,000.

The decrease in Unearned Income is attributable to:

(a) The derecognition of $29,186 of unearned income recognized prior to September 30, 2018 due to adoption the by the Company of FASB ASU 2014-09 beginning in the fiscal year ended September 30, 2019 and

(b) The recognition by the Company during the six months ended March 31, 2019 of an aggregate of $38,814 of minimum royalties and anniversary fees pursuant to a license granted to Zander by Regen Biopharma, Inc.

With regards to the aforementioned license, On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

As of September 30, 2019 we had Convertible Notes Payable, Net of Unamortized Discount, of $1,431,845 and as of September 30, 2019 we had Convertible Notes Payable, Net of Unamortized Discount, of $2,058,571.

The increase in Convertible Notes Payable, Net of Unamortized Discount, of approximately 30.4 % is primarily attributable to:

Issuance of an aggregate principal amount of $351,000 of Convertible Notes Payable and recognition of penalty principal of $3,000 during the nine months ended June 30, 2019. The issuance of these Notes amounted in the recognition of an aggregate of discounts attributable to beneficial conversion features of $351,000 which are amortized under the Interest Method over the respective duration of the Notes.

Issuance of an aggregate principal amount of $135,151 of Convertible Notes Payable during the three months ended September 30, 2019. The issuance of these Notes amounted in the recognition of an aggregate of discounts attributable to beneficial conversion features of $135,151 which are amortized under the Interest Method over the respective duration of the Notes.

Amortization of $1,407,089 of Discounts on Convertible Notes

Offset by:

cancellation of a $63,000 Convertible Note pursuant to its terms and conditions

cancellation of a $50,000 Convertible Note pursuant to its terms and conditions

satisfaction in cash of $20,000 of principal convertible indebtedness during the quarter ended September 30, 2019

conversion of $708,850 of principal amounts outstanding on Convertible Notes into equity securities of the Company during the year ended September 30, 2019.

During the year ended September 30, 2018 we had Notes Payable of $227 and during the year ended September 30, 2019 we had Notes Payable of $88,627.

The increase in Notes Payable of approximately 38,942% is attributable to borrowings incurred by the Company during the twelve months ended September 30, 2019 the proceeds of which were utilized for general corporate purposes.

During the year ended September 30, 2019 we had Accounts Payable of $92,000 and during the year ended September 30, 2018 we had Accounts Payable of $80,567 representing an increase of 14%  primarily attributable to obligations incurred by the Company in the ordinary course of business.

Material Changes in Results of Operations

Revenues from continuing operations were $110,000 for the twelve months ended September 30, 2019 and $100,000 for the same period ended 2018. $110,000 of revenue recognized during the year ended September 30, 2019 consisted of $100,000 related to an anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $10,000 of minimum royalties recognized during the twelve months ended September 30 2019 pursuant to the same license.

With regards to the aforementioned license, On December 17, 2018 Regen Biopharma, Inc.(“Licensor”) , KCL Therapeutics, Inc. (“Assignee”) and Zander Therapeutics, Inc. (“Licensee”) entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property which was assigned by Regen Biopharma, Inc.(“Assigned Properties”) to its wholly owned subsidiary KCL Therapeutics, Inc., Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to the Assigned Properties , and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement with respect thereto.

Operating Loss for the twelve months ended September 30, 2019 was $756,785 as opposed to Operating Loss recognized in the same period ended 2018 of $1,425,783. The decrease in Operating Loss recognized in the twelve months ended 2019 as opposed to the twelve months ended 2018 is attributable to higher General and Administrative, Consulting, and Research and Development expenses recognized during the twelve months ended September 30, 2018 as compared to the same period ended 2019.

Net Los for the year ended September 30, 2019 was $2,623,176 which was approximately 44% less than Net Loss for the same period ended 2018 which was $4,715,200. The decrease in Net Loss is primarily attributable to a larger Derivative Expense recognized during the year ended September 30 2019 when compared to the same period ended 2018.

As of September 30, 2019 we had $7,855 in cash on hand and current liabilities of $11,002,904 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable ( Net of Unamortized Discount), Derivative Liability Recognized, Accrued Rent and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

As of September 30, 2019 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 8. Financial Statements

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Regen Biopharma, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Regen Biopharma, Inc. as of September 30, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2021

Lakewood, CO

June 17, 2021

REGEN BIOPHARMA , INC.

Condensed Consolidated Statement of Shareholder's Deficit

For the Years Ended September 30, 3018 and 2019