SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from
Commission File No.
(Exact name of small business issuer as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(Issuer’s telephone number)
(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
☒
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
☐
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 | |
| ☒ |
||
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of April 30, 2025 Regen Biopharma, Inc. had common shares outstanding.
As of April 30, 2025 Regen Biopharma, Inc. had 10,123,771 shares of Series A Preferred Stock outstanding.
As of April 30, 2025 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.
As of April 30, 2025 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.
As of April 30, 2025 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.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | September 30, | |||||||
| 2024 | 2024 | |||||||
| (Unaudited) | (As Restated) | |||||||
| ASSETS: | ||||||||
| Current Assets | ||||||||
| Cash | $ | |||||||
| Accounts receivable, related party | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Investment securities, related party | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | |||||||
| Accrued expenses | ||||||||
| Notes payable | ||||||||
| Unearned income | ||||||||
| Unearned income - related party | ||||||||
| Derivative liability | ||||||||
| Convertible notes payable, net of unamortized debt discount | ||||||||
| Convertible notes payable, related parties, net of unamortized debt discount | ||||||||
| Other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities: | ||||||||
| Notes Payable | ||||||||
| Total Long Term Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common Stock ($ par value) authorized and and shares issued and outstanding, respectively | ||||||||
| Preferred Stock, par value, authorized and shares issued and oustanding | ||||||||
| Series A Preferred; authorized and and shares issued and oustanding, resepctively | ||||||||
| Series AA Preferred; $ par value authorized and shares issued and outstanding | ||||||||
| Series M Preferred; $ par value authorized and shares issued and outstanding | ||||||||
| Series NC Preferred; $ par value authorized and shares issued and outstanding | ||||||||
| Additional Paid in capital | ||||||||
| Other Comprehensive Income | ( | ) | ( | ) | ||||
| Retained Earnings (Deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have
been retroactively adjusted to reflect a
| 2 |
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Quarter Ended | ||||||||
| 2024 | 2023 | |||||||
| Net revenue: | ||||||||
| Revenues | $ | |||||||
| Revenues, Related Party | ||||||||
| Net revenue | ||||||||
| Operating expenses: | ||||||||
| Research and Development | ||||||||
| General and Administrative | ||||||||
| Consulting and Professional Fees | ||||||||
| Rent | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Interest Expense attributable to Amortization of Discount | ( | ) | ( | ) | ||||
| Unrealized Gain ( Loss) on sale of Investment Securities | ||||||||
| Derivative Income (Expense) | ( | ) | ||||||
| Financing Fees | ||||||||
| Gain (Loss) on Extinguishment Convertible Debt | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||
| Net loss before income taxes | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Per common share basic and diluted: | ||||||||
| Net loss per common share attributable to Regen Biopharma shareholders, basic and diluted | $ | ) | $ | ) | ||||
| Number of weighted average shares - basic and diluted | ||||||||
The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have been retroactively adjusted to reflect
a
| 3 |
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
| Quarter ended | Quarter Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net Income ( Loss) | $ | ( | ) | $ | ( | ) | ||
| Other Comprehensive Loss: | ||||||||
| Unrealized Loss Investment Securities | ( | ) | ||||||
| Comprehensive Loss | $ | ( | ) | $ | ( | ) | ||
The accompanying Notes are an integral part of these Financial Statements
| 4 |
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
(unaudited)
| Series A Preferred | Series AA Preferred | Series NC Preferred | Common | Series M Preferred | Additional Paid- in | Accumulated Other Comprehensive | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Income | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2023 | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares issued for Cash | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized Loss | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income ( Loss) for the quarter | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Common stock paid as dividend | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued in satisfaction of debt | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for Services | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income ( Loss) for the quarter | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
The Accompanying Notes are an Integral Part of These Financial Statements
All stock amounts have been retroactively adjusted to reflect a
| 5 |
REGEN BIOPHARMA , INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Quarter Ended | Quarter Ended | |||||||
| December 31, 2024 | December 31, 2023 | |||||||
| (unaudited) | (unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net Income to net cash | ||||||||
| Preferred Stock issued as compensation | ||||||||
| Common Stock issued for Compensation | ||||||||
| Increase (Decrease) in Interest expense attributable to amortization of Discount | ||||||||
| Common Stock issued for Expenses | ||||||||
| Increase (Decrease) in Accounts Payable | ||||||||
| (Increase) Decrease in Accounts Receivable | ( | ) | ( | ) | ||||
| Increase (Decrease) in accrued Expenses | ||||||||
| (Increase) Decrease in Prepaid Expenses | ||||||||
| Increase ( Decrease) in Derivative Expense | ||||||||
| Increase ( Decrease) in Unearned Income | ( | ) | ( | ) | ||||
| (Gain)Loss on forgiveness of Debt | ||||||||
| Unrealized Loss(Gain) on Investment Securities | ||||||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Increase (Decrease)in Convertible Notes Payable | ( | ) | ||||||
| Increase (Decrease)in Notes Payable | ||||||||
| Increase ( Decrease) in Common Stock issued for cash | ||||||||
| Net Cash Provided by (Used in) Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ( | ) | ||||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Disclosure of Noncash investing and financing activities: | ||||||||
| Preferred Shares Issued for Debt | ||||||||
| Cash Paid for Interest | ||||||||
| Common shares Issued for Interest | ||||||||
| Preferred Shares issued for Interest | ||||||||
The Accompanying Notes are an Integral Part of These Financial Statements
| 6 |
REGEN BIOPHARMA, INC.
Notes to Condensed Consolidated Financial Statements
As of December 31, 2024
These Notes 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
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
A. BASIS OF ACCOUNTING
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.
B. 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.
C. 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.
| 7 |
D. 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.
E. 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 December 31, 2024 utilized the following inputs:
| Schedule of Derivative liability | ||||
| Risk Free Interest Rate | % | |||
| Expected Term | Yrs | |||
| Expected Volatility | % | |||
| Expected Dividends |
F. 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 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
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.
| 8 |
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.
H. ADVERTISING
Costs associated with advertising are charged to expense
as incurred. Advertising expenses were $
I. 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.
J. 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 $ and $
K. 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. |
| 9 |
As of December 31, 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) | $ | |||||||||||
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) | $ | |||||||||||
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.
M. 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
N. 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.
O. 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.
| 10 |
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.
2. ACCOUNTS RECEIVABLE
Accounts receivable were comprised of the following:
As of December 31, 2024 | As of September 30, 2024 | |||||||
| Licensee- Related Party | ||||||||
| Total | $ | $ | ||||||
During the quarter ended December 31, 2024 there
was
3. PREPAID EXPENSES
Prepaid Expenses were comprised of the following:
| As of December 31, 2024 | As of September 30,2024 | |||||||
| Prepaid Expenses | $ | $ | ||||||
| Prepaid Rent | ||||||||
| Total | $ | $ | ||||||
Prepaid expenses consist of payments of certain expenses by cash or issuance of shares for which services are pending to be received.
4. 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.
| 11 |
As of December 31, 2024 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.
As of December 31, 2024 and September 30,2024 , the
carrying amount of such investments was $
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 December 31, 2024 and September 30, 2024. No public market exists for any of the securities of Zander Therapeutics, Inc. The Company owns % of the total shares of Zander Therapeutics, Inc.
Investments consisted of the following:
| As of December 31,2024 | As of September 30, 2024 | |||||||
| Common Shares of Zander Therapeutics, Inc. | $ | $ | ||||||
| Series M Preferred of Zander Therapeutics, Inc. | ||||||||
| Investments, net | $ | $ | ||||||
On June 11, 2018, Regen Biopharma, Inc. was paid a property dividend consisting of of the common shares of Zander Therapeutics, Inc.
| Basis | Fair Value | Total Unrealized Gains/(Loss) | ||||||||
| $ | $ | $ | ( | ) | ||||||
Series M Preferred of Zander Therapeutics, Inc.
On November 29, 2018, the Company accepted
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 $
| Basis | Fair Value | Total Unrealized Gains/(Loss) | ||||||||
| $ | $ | $ | ( | ) | ||||||
| 12 |
On December 31, 2024 and September 30, 2024, the Company revalued of the common shares of Zander Therapeutics, Inc. and shares of the Series M Preferred stock of Zander Therapeutics, Inc. based on the following inputs:
| Fair Value of Intellectual Property | $ | |||
| Prepaid Expenses | ||||
| Due from Employee | ||||
| Note Receivable | ||||
| Accrued Interest Receivable | ||||
| Investment Securities | ||||
| Convertible Note Receivable | ||||
| Accounts Payable | ||||
| Notes Payable | ||||
| Accrued Expenses Related Parties | ||||
| Notes Payable Related Party | ||||
| Accrued Expenses | ||||
| Enterprise Value | ||||
| Less: Total Debt | ( | ) | ||
| Portion of Enterprise Value Attributable to Shareholders | $ | |||
| Fair Value per Shares | $ |
The abovementioned constitute the Company’s sole related party investment securities as of December 31, 2024.
5. ACCRUED EXPENSES
Accrued Expenses were comprised of the following:
| As of December 31, 2024 | As of September 30, 2024 | |||||||
| Accrued payroll taxes | $ | $ | ||||||
| Accrued Interest | ||||||||
| Accrued Payroll | ||||||||
| Accrued Rent | ||||||||
| Other Accrued Expenses | ||||||||
| Total | $ | $ | ||||||
6. 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.
| 13 |
7. NOTES PAYABLE
Notes Payable comprise of below:
(a) RELATED PARTY
Notes payable to related parties consisted of the following:
As of December 31, 2024 | As of September 30,2024 | |||||||
| David Koos | $ | $ | ||||||
| BST Partners | ||||||||
| Zander Therapeutics, Inc. | ||||||||
| Total notes payable to related parties | $ | $ | ||||||
$
$
$
$
$
$
Zander Therapeutics, Inc, and the Company are under common control.
During the quarter ended December 31, 2024 BST Partners
lent the Company the $
BST Partners and the Company are under common control.
| 14 |
(b) NON RELATED PARTY
Notes payable consisted of the following:
As
of | As of September 30, 2024 | |||||||
| Bostonia Partners, Inc. | $ | $ | ||||||
| Coventry Enterprises LLC | ||||||||
| Less: Amortization of Notes | ( | ) | ||||||
| Total notes payable to un-related parties | $ | $ | ||||||
(c) CONVERTIBLE NOTES
Convertible notes comprise of below:
| As of December 31, 2024 | As of September 30 2024 | |||||||
| Lender 1 | ||||||||
| Lender 2 | ||||||||
| Lender 3 | ||||||||
| Lender 4 | ||||||||
| Lender 5 | ||||||||
| Lender 6 (net of amortization) | ||||||||
| Lender 7 | ||||||||
| Total | $ | $ | | |||||
| i. | On May 5, 2017 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $ | |
| ii. | On March 8, 2016 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $ | |
| iii. | On April 6, 2016 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $ |
| 15 |
| iv. | On December 20, 2017 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $ | |
| v. | On October 31, 2016 (“Issue date”) the Company issued a Convertible
Note (“Note”) in the face amount of $ | |
| 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 |
The Note carries “Guaranteed Interest”
on the principal amount at the rate of
| vii. | On October 28, 2024 a promissory note in the amount $ |
8. 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 $
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Derivative Liability consisted of the following :
| As of | As of | |||||||
| December 31, 2024 | September 30, 2024 | |||||||
| Lender 1 | $ | |||||||
| Lender 4 | $ | |||||||
| Lender 5 | $ | |||||||
| Lender 6 | $ | |||||||
| Lender 7 | $ | |||||||
| Total | $ | $ | ||||||
9. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of December 31, 2024:
Common stock, $ par value; shares authorized: 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, $ par value, shares authorized of which is designated as Series AA Preferred Stock: shares issued and outstanding as of December 31, 2024: is designated Series A Preferred Stock of which shares are outstanding as of December 31, 2024:, is designated Series M Preferred Stock of which shares are outstanding as of December 31, 2024:, and is designated Series NC stock of which shares are outstanding as of December 31, 2024.
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”).
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The Board of Directors of the Company have authorized shares of the Series AA Preferred Stock, par value $. 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 shares of the Series A Preferred Stock, par value $. 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 $ 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 shares of the Series M Preferred Stock, par value $. 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.
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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 shares of the Series NC Preferred Stock, par value $. 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 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 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. common shares were paid to Shareholders of Record.
| 19 |
On November 4 , 2024 the Company issued shares
of the Company’s common stock in satisfaction of $
On November 13, 2024 the Company issued shares of the Company’s common stock as consideration for nonemployee services
10. RELATED PARTY TRANSACTIONS
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 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 ($
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.
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.
| 20 |
On December 16, 2019 Zander Therapeutics, Inc. (“Zander”), KCL Therapeutics, Inc. (“KCL”) and Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) whereby:
1) Zander shall return for cancellation
shares of the Series A Preferred stock of Regen (“Conversion Shares”) acquired by Zander through conversion of $
2) A $
3) $
No actions were taken by any of the parties to enforce the terms of the Agreement.
On April 15, 2021 the Agreement was amended as follows so that the material terms and conditions shall be:
a) Zander shall not return the Conversion shares for cancellation and the principal indebtedness of the aforementioned convertible note shall not reflect such return
b) As of December 16, 2019 all principal and accrued interest payable by Regen to Zander on that date resulting from Promissory Notes issued by Regen to Zander shall be credited towards amounts due by Zander pursuant to that agreement, as amended, entered into by and between Zander and Regen on June 23, 2015 (“License Agreement”) whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen for non-human veterinary therapeutic use for a term of fifteen years and that License Assignment And Consent agreement entered into by and between Regen, KCL and Zander on December 17, 2018 whereby Regen transferred and assigned to KCL all rights, duties, and obligations of Regen under the License Agreement and KCL agreed to assume such duties and obligations thereunder and be bound to the terms of the License Agreement with respect thereto.
Zander and Regen are under common control.
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 $
The Company agreed that in addition to the base rent
of $
BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.
$
$
$
$
$
$
Zander Therapeutics, Inc. and the Company are under common control.
During the quarter ended December 31, 2024 BST Partners
lent the Company $
BST Partners and the Company are under common control.
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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.
Results of Operations
Three month ended December 31 , 2024 and 2023
Revenues
Revenues from continuing operations were $59,065 for the three months ended December 31, 2024 and $59,065 for the same period ended 2023. $27,425 of revenue from related parties recognized during the three months ended December 31, 2024 and December 31, 2023 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. and $31,640 of revenue recognized during both of the three months ended December 31, 2024 and 2023 were recognized pursuant to licenses granted to Oncology Pharma,Inc.
Operating Expenses
Operating Expense were $120,443 for the three months ended December 31, 2024 and $ 181,847for the same period ended 2023. The primarily operating expense for 2024 consists of $ 84,626 to Consulting & Professional expenses and $ 22,500 in rent. In the same period in previous year Consulting and Professional fees expenditure were $106,900 During the period ended 2023 research and development expenses amounted to $47,528 constituting the second largest expense recognized during that quarter.
Other Income
For the three months ended December 31 2024, the Company reported a net other expense of $(454,007), a substantial increase from the net other expense of $(22,151), in 2023. The increase was primarily driven by the recognition of a Derivative Loss of $(416,016) in 2024. For the quarter ended December 31, 2024 the Company also recognized higher interest and amortization expenses as compared to the quarter ended 2023.
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Net Loss
The Company recognized an Operating Loss of $ 61,378 during the three months ended December 31 , 2024 whereas the Company recognized an Operating Loss of $ 122,782 for the same period ended 2023. The reduction in operating loss is primarily attributable to a reduction in Consulting and Professional Fees and Research and Development expenses incurred during the period ended 2024 as compared to the quarter ended in 2023.
Net Loss is $ 515,384 for the three months ended December 31, 2024 as opposed to a Net Loss of $144,933 for the same period ended 2023 the difference primarily attributable to the recognition by the Company of Derivative Loss of $ 416,016 during the three months ended December 31, 2024.
Working Capital
| December 31 , 2024 | September 30, 2024 | |||||||
| Current assets | $ | 173,683 | $ | 143,351 | ||||
| Current liabilities | 5,870,459 | 5,378,456 | ||||||
| Working capital | $ | (5,696,776 | ) | $ | (5,235,105 | ) | ||
Working capital deficit increased by $ 461,670 from September 30, 2024 to December 31, 2024, primarily due to increase in Derivative Liability.
Liquidity and Capital Resources
| Quarter Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net cash used in operating activities | $ | (66,379 | ) | $ | (162,336 | ) | ||
| Net cash provided by financing activities | 65,799 | 165,797 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (581 | ) | $ | 3,460 | |||
| Cash, beginning of period | 716 | 121,037 | ||||||
| Cash, end of period | $ | 135 | $ | 124,497 | ||||
Operating Activities
Net cash used in operating activities for the quarter ended December 31, 2024 was $66,379, compared to $162,336, for the same period ended, 2023, a decrease of $96,256. The decrease in cash used in operating activities is primarily attributable to decreased operating expenses incurred by the Company during the quarter ended December 31, 2024 as compared to the same quarter ended 2023.
Financing Activities
Net cash generated by financing activities for the quarter ended December 31, 2024 was $65,799 which consisted of proceeds from notes payables.
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Liquidity & Capital Resources Outlook
As of December 31, 2024, the Company had cash of $ 135 and net working capital of ($5,696,776)
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 December 31, 2024, the Company had cash of approximately $135 and an accumulated deficit of approximately $21 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 December 31, 2024 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 1, 2024 and ending on December 31, 2024, David Koos, who serves as the Company’s Principal Executive Officer , Principal Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On November 1, 2024 the Company paid a dividend to all shareholders of record as of the 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.
On November 4, 2024 the Company issued 500,000 shares of the Company’s common stock in satisfaction of $20,000 of principal 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. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the shares.
On November 13, 2024 the Company issued 370,084 shares of the Company’s common stock as consideration for nonemployee services.
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. A legend was placed on the certificate that evidences the shares stating that the shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the shares.
Item 6. Exhibit Index
| 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) |
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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: | May 16, 2025 | |
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: | Acting Chief Financial Officer, Director | |
| Date: | May 16, 2025 | |
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