UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 2, 2025 Regen Biopharma, Inc. (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”).
As consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of the Company (“Compensation Shares”) subject to a vesting schedule.
The Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (“ Transfer Restriction”) except as follows:
All 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.
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.
The foregoing description of the abovementioned Lander Agreement is not complete and is qualified in its entirety by reference to the text of the abovementioned Lander 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 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.
The foregoing description of the abovementioned Koos Agreement is not complete and is qualified in its entirety by reference to the text of the abovementioned Koos Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.
HemaXellarate , a stem cell derived therapy being developed by the Company, is a cellular composition of autologous stromal vascular fraction derived from adipose tissue. The Company intends to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.
3.02 Unregistered Sales of Equity Securities
On October 2, 2025 the Company issued twenty million newly issued common shares of the Company to Harry Lander pursuant to the Lander Agreement and subject to a vesting schedule.
On October 2, 2025 the Company issued twenty million newly issued common shares of the Company to David Koos pursuant to the Koos Agreement and subject to a vesting schedule.
All of 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 shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.
As a result of the issuance of the abovementioned securities as of October 3, 2025 Regen Biopharma, Inc. has 79,374,704 common shares outstanding.
Item 8.01. Other Events
COMMON SHARES OUTSTANDING:
As of October 3, 2025 Regen Biopharma, Inc. has 79,374,704 common shares outstanding.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Lander Agreement
Exhibit 10.2 Koos Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REGEN BIOPHARMA, INC. | ||
| Dated: October 3, 2025 | By: | /s/ David Koos |
| Name: | David Koos | |
| Title: | Chairman and Chief Executive Officer | |