UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the Fiscal Year Ended
OR
For the transition period from N/A to N/A
Commission File Number :
(Exact name of registrant as specified in its charter)
State of Incorporation IRS Employer Identification No.
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share (Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X]
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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.
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, 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).
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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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Accelerated filer |
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Small reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act
(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial
statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]
Indicate by check mark whether the registrant
is a shell company (as defined
in Rule 12b–2 of the Exchange Act). Yes
There is
Number of shares outstanding of the registrant’s common
stock as of June 30, 2025:
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REGENEREX PHARMA, INC
(FORMERLY PEPTIDE TECHNOLOGIES, INC.)
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEARS ENDED MARCH 31, 2025 AND 2024
TABLE OF CONTENTS
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PART IV |
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CERTIFICATIONS |
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Exhibit 31 – Management certifications |
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Exhibit 32 – Sarbanes-Oxley Act |
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Special Note Regarding Forward-Looking Statements
Some of our statements under “Business,” “Properties,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Notes to Financial Statements and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). In some cases, forward-looking statements are identified by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.
Although we believe that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor anyone else assumes responsibility for the accuracy and completeness of such statements and is under no duty to update any of the forward-looking statements after the date of this report.
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
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our ability to add new customers. |
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the potential benefits of and our ability to maintain our relationships and establish or maintain future collaborations or strategic relationships or obtain additional funding. |
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our marketing capabilities and strategy. |
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our ability to maintain a cost-effective program. |
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our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals. |
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our competitive position, and developments and projections relating to our competitors and our industry. |
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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and |
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the impact of laws and regulations. |
All of our forward-looking statements are as of the date of this Annual Report on Form 10-K. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Annual Report on Form 10-K or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward- looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Annual Report on Form 10-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Annual Report on Form 10-K that modify or impact any of the forward-looking statements contained in this Annual Report on Form 10-K will be deemed to modify or supersede such statements in this Annual Report on Form 10-K.
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PART I
ITEM 1. BUSINESS.
Business of Issuer
Company Overview
Regenerex Pharma, Inc. (the "Company" or "Regenerex Pharma") specializes in the development and commercialization of advanced wound care healing products. The Company operates through three distinct proprietary technologies designed to address different wound care needs:
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Chronic Wound Closure Technology - Specifically designed for closing chronic wounds |
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Acute Wound Acceleration Technology - Focused on accelerating closure of acute or surgical wounds |
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Contamination Control Technology - Addresses contamination issues across all wound types, including biofilm destruction |
Product Portfolio
The Company's comprehensive Wound Closure System and protocols effectively treat a broad spectrum of wounds, including diabetic ulcers, pressure ulcers, venous ulcers, burns, and surgical wounds. These innovative products position Regenerex to capture significant market share in both domestic and international markets.
Core Technology: QBx™
The Company's proprietary active ingredient, QBx™, addresses a critical issue in wound healing by down-regulating the production of specific proteases and matrix metalloproteases (MMPs). Medical and scientific consensus has established that elevated protease levels significantly impede wound healing, with approximately 80% of chronic wounds displaying elevated protease levels, including MMPs.
Current Products
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Xcellderma™ OTC - Liquid Bandage Skin Protectant |
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Sterile wound dressing effective for treating wounds, skin irritations, cuts, and abrasions |
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Available as an over-the-counter solution |
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Accelerex™ Sterile Wound Cream |
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First commercially available medical device containing QBx™ |
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Designed for treating chronic and acute wounds including: |
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Diabetic ulcers |
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Burns |
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Pressure ulcers (stages I-IV) |
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Venous stasis ulcers |
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Custom-formulated sterile wound ointment utilizing technology originally derived from oak bark extract |
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Market Opportunity
Clinical Efficacy
QBx™ represents the most efficacious, clinically proven chronic wound care technology globally. The Company's Wound Closure System has demonstrated remarkable success in clinical trials, achieving closure rates of up to 95% of non-responding chronic wounds within 90 days. Notably, these tested wounds had previously failed to respond to conventional treatment protocols.
Market Need
Chronic wounds represent a significant healthcare challenge characterized by:
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Failure to progress through normal healing sequences |
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Delayed healing lasting weeks, months, or years |
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Resistance to conventional dressings and therapies |
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Substantial financial and quality-of-life burden on patients |
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Frustration for caregivers and clinicians |
These wounds typically become trapped in a catabolic, inflammatory phase hostile to growth factors and cellular repair mechanisms. Traditional treatments using gauze and modern dressings (hydrocolloids, collagens) fail to address the underlying cellular environment, creating a significant market opportunity.
Economic Impact
Chronic wounds impose substantial costs on the U.S. healthcare system:
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Nearly seven million Americans currently live with chronic wounds |
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One in four families has a member with a chronic wound |
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3% of individuals over 65 have open wounds |
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Growing prevalence due to aging population and increasing rates of diabetes and obesity |
Regulatory and Market Environment
The Affordable Care Act (ACA) has fundamentally changed wound care reimbursement structures, transitioning all market segments—hospitals, nursing homes, home health, and wound care clinics—to pay-for-performance models. This shift creates significant opportunities for cost-effective, high-performance solutions like the Company's Wound Closure System.
Home health providers now receive single diagnostic code payments, transferring financial risk from payees to payers. The Company is strategically targeting market segments operating under these "at-risk" payment models, with home health and nursing homes representing the fastest-growing segments due to demographic trends.
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Operations and Manufacturing
The Company has established manufacturing capabilities through:
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Purchase of proprietary wound care formulations |
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Lease agreement dated June 10, 2023, with Woundcare Labs, LLC for plant and equipment in Tennessee |
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Current FDA clearance for Xcellderma™ manufacturing |
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Ongoing FDA re-certification process for drug and medical device manufacturing |
Strategic Initiatives
Domestic Market Development
Management is actively developing managed care agreements with southeastern states to manage Medicaid wound care patients. These partnerships would provide the Company's Wound Closure System, products, and protocols, resulting in substantial cost savings for state Medicaid programs.
International Expansion
The Company is pursuing distribution opportunities in Asian and Middle Eastern markets through negotiations with regional distributors.
UAE Market Development Agreement:
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Agreement dated June 11, 2023, with First Forte Consultancy (UAE) |
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Total value: $45,000 |
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Services: Meeting facilitation and roadshows for potential distribution clients |
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Payment structure: $22,500 paid June 15, 2023; balance due upon completion |
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Expected completion: Fiscal year ending March 31, 2026 |
Competitive Advantage
Regenerex Pharma maintains significant competitive advantages through:
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Proprietary QBx™ technology with proven clinical efficacy |
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Superior closure rates compared to existing solutions |
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Cost-effective treatment protocols |
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Comprehensive product portfolio addressing multiple wound types |
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Strategic positioning within evolving reimbursement landscape |
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Manufacturing capabilities and regulatory compliance |
Executive Leadership
Regenerex Pharma Inc. maintains a comprehensive C-suite leadership structure comprising the Chief Executive Officer, Chief Financial Officer, Chief Development Officer, Chief Revenue Officer, Chief Clinical Director, Chief Research & Development Officer, Chief Creative Officer, and Vice President of International Operations.
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Corporate Facilities and Real Estate
The Company operates under a strategic leasing model for its facilities. The primary corporate headquarters is located at 114 Main Street, Gordonsville, TN 38653, This property is secured through a lease agreement, allowing for operational flexibility and capital preservation.
We have an identity office at 5348 Vegas Drive #177, Las Vegas, Nevada 89108.
Manufacturing Operations
Regenerex Pharma Inc. employs an asset-light manufacturing strategy, utilizing leased production equipment and facilities rather than capital-intensive ownership. Current lease arrangements for production infrastructure extend through June 30, 2028, providing operational stability while maintaining financial flexibility.
Market Strategy and Distribution
Healthcare Partnerships
Management is actively developing managed care agreements with southeastern state governments to provide comprehensive wound care management for Medicaid populations. The Company's integrated Wound Closure System encompasses proprietary products, clinical protocols, and software solutions designed to deliver significant cost savings for state Medicaid programs.
International Expansion
The Company is pursuing strategic partnerships with distributors across Asian and Middle Eastern markets to expand global market penetration and diversify revenue streams.
Revenue Diversification
Regenerex anticipates generating revenue from multiple healthcare sectors, including:
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U.S. Government-funded home care service providers |
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State Medicaid Programs |
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International Healthcare Programs |
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Veterans Administration |
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Correctional facility healthcare systems |
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Home Health Care Providers |
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Medicare reimbursement programs |
Competitive Positioning
Wound Closure System Technology
Regenerex's proprietary Wound Closure System creates an optimal healing environment for wound closure through advanced biotechnology. The Company's unique approach addresses chronic, non-healing wounds through protease down-regulation and comprehensive wound bed preparation.
QBx™ Platform
The QBx™ technology represents a breakthrough in wound care, uniquely positioned in the market for its ability to successfully treat chronic, non-healing wounds through protease down-regulation. Unlike conventional wound dressings such as hydrocolloids and collagens that merely absorb wound fluids, Regenerex's solutions actively modify the cellular environment rather than simply providing protective coverage.
Market Differentiation
The Company maintains a significant competitive advantage as no other currently available products successfully heal chronic, non-healing wounds through the Company's proprietary mechanisms of action.
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Intellectual Property Portfolio
Patent Protection
Regenerex has secured primary patent rights for its Wound Closure System and Wound Care Platform. The Company maintains two additional patents pending for antimicrobial properties and acceleration of acute and surgical wound healing.
Trademark Portfolio
The United States Patent and Trademark Office has approved multiple trademarks for the Company, with additional trademark protections secured in various international jurisdictions.
Digital Assets
The Company has secured strategic domain names including regenerexpharmainc.com and regenerexpharma.com to support its digital presence and brand protection strategy.
Regulatory Compliance Framework
Regenerex Pharma Inc. operates within a comprehensive regulatory environment overseen by multiple authorities including:
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Food and Drug Administration (FDA) |
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Federal Trade Commission (FTC) |
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Various federal, state, and local regulatory bodies |
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International regulatory authorities in markets where products are distributed |
Compliance Areas
Regulatory oversight encompasses multiple operational aspects including:
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Product efficacy validation |
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Ingredient and product safety protocols |
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Manufacturing standards and quality control |
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Labeling and packaging requirements |
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Marketing and advertising compliance |
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Product shipment and disposal procedures |
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Comprehensive safety management systems |
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
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ITEM 1A. RISK FACTORS.
The Company will face competition from existing consumer product companies.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years, following an IPO, or sale of the Company’s securities under a registration statement. However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of our shares of common stock that are held by non-affiliates exceeds
$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares of common stock less attractive because we may rely on these provisions. If some investors find our shares of common stock less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.
The Company has a lack of revenue history and has had a limited history of operations.
The Company was formed on November 18, 2005, for the purpose of engaging in any lawful business and had adopted a plan to engage in the sale of artwork over the internet. The Company had minimal revenues. On July 29, 2010, the Company changed its name from Online Originals, Inc. to CREENERGY Corporation. The name change was intended to convey a sense of the Company's new business focus as it looked to pursue other opportunities. Specifically, the Company intended to obtain leases for the exploration and production of oil and gas in northern Alberta, Canada. The Company was unable to identify any prospects or enter into any leases or agreements.
On August 23, 2011, the Company entered into an Asset Purchase Agreement to acquire intangible assets and intellectual property known as the Peptide Technology Platform. The Peptide Technology Platform included the technology platforms for developing a variety of drug candidates and biological solutions for existing problems in humans, animals, and the environment. Effective October 12, 2011, the Company changed its name to Peptide Technologies, Inc.
Effective January 10, 2017, the Company changed its name to Eternelle Skincare Products Inc. to better convey the Company’s new business focus of developing and marketing skincare products.
Effective February 28, 2018, the Company changed its name back to Peptide Technologies, Inc. to better convey the broader potential of the Company.
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months.
Effective November 29, 2021, the Company changed its name to Regenerex Pharma, Inc., to better convey the Company’s new business focus.
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) interest-free note due August 17, 2024. The note payable was due within twelve (12) months of the date of the agreement. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance. The note has been extended and is now due August 17, 2025.
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The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
As of March 31, 2025, the Company is not profitable. The Company must be regarded as a start-up venture with all the unforeseen costs, expenses, problems, risks, and difficulties to which such ventures are subject.
The Company can give no assurance of success or profitability to the Company’s investors.
There is no assurance that the Company will ever operate profitably. There is no assurance that the Company will generate substantial revenues or profits, or that the market price of the Company’s common stock will increase thereby.
The Company will need additional financing for which it has no commitments, and this may jeopardize the execution of the Company’s business plan.
The Company has limited funds, and such funds may not be adequate to carry out its business plan. The Company’s ultimate success depends upon its ability to raise additional capital. The Company has not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If the Company needs additional capital, it has no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.
The Company will incur expenses in connection with its Securities and Exchange Commission (SEC) filing requirements and may not be able to meet such costs, which could jeopardize its filing status with the SEC.
As a public reporting company, the Company is required to meet the filing requirements of the SEC. The Company may see an increase in its legal, accounting, auditing and fees and expenses as a result of such requirements. Our costs will increase significantly as the Company expands operations. Our filings are subject to comment from the SEC on its filings and/or it is required to file supplemental filings for transactions and activities. If the Company is not compliant in meeting the filing requirements of the SEC, it could lose its status as a 1934 Act Company, which could compromise its ability to raise funds.
The Company is not diversified, and it is dependent on only one business.
Because of the Company’s limited financial resources, it is unlikely that it will be able to diversify its operations. The Company’s probable inability to diversify its activities into more than one area will subject it to economic fluctuations within the industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.
The Company may in the future issue more shares, which could cause a loss of control by its present management and current stockholders.
The Company may issue additional shares as consideration for cash, assets, or services out of its authorized, but unissued, common stock that would, upon issuance, represent a majority of the voting power and equity of the Company. The result of such an issuance would be that those new stockholders would control the Company, and unknown persons could replace the Company’s management. Such an occurrence would result in a greatly reduced percentage of ownership of the Company by its current shareholders, which could present significant risks to investors.
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The Company will depend upon its management, but it will have limited participation of management.
The Company currently has four individuals who are serving as its officers and directors. The Company will be heavily dependent upon their skills, talents, and abilities, as well as several consultants, to implement the Company’s business plan. The Company may, from time to time, find that the inability of its officers, directors, and consultants to devote their full-time attention to the Company’s business results in a delay in progress toward implementing its business plan.
The Company does not know of any reason, other than outside business interests, that would prevent them from devoting their attention full- time to the Company when the business may demand such full-time participation.
The departure of key personnel could compromise the Company’s ability to execute its strategic plan and may result in additional severance costs.
The Company’s success largely depends on the skills, experience, and efforts of its key personnel. The loss of these persons, or the Company’s failure to retain other key personnel, would jeopardize its ability to execute its strategic plan and materially harm its business.
The Company will need to recruit and retain additional qualified personnel to successfully grow its business.
The Company’s future success will depend in part on its ability to attract and retain qualified operations, marketing, sales, and engineering personnel. Inability to attract and retain such personnel could adversely affect business growth. The Company expects to face competition in the recruitment of qualified personnel and cannot provide any assurance that it will attract or retain such personnel.
The regulation of penny stocks by the SEC and FINRA may discourage the tradability of the Company’s securities.
The Company is a “penny stock” company. None of its securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 (excluding a primary residence) or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of shareholders to sell their securities in any market that might develop because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules would apply to the Company and its securities. The rules will further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. The Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company’s securities.
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The Company’s officers and directors collectively own a substantial portion of its outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.
The Company’s officers and directors are collectively the beneficial owners of approximately 71.230% of the outstanding shares of the Company’s common stock. As long as the Company’s officers and directors collectively own a significant percentage of its common stock, other shareholders may generally be unable to affect or change the management or the direction of the Company without the support of its officers and directors. As a result, some investors may be unwilling to purchase the Company’s common stock. If the demand for the Company’s common stock is reduced because its officers and directors have significant influence over the Company, the price of the Company’s common stock could be materially depressed. The officers and directors will be able to exert significant influence over the outcome of all corporate actions requiring stockholder approval, including the election of directors, amendments to the certificate of incorporation and approval of significant corporate transactions.
The Company may seek to raise additional funds or develop strategic relationships by issuing capital stock.
The Company expects to finance its operations and developing strategic relationships, by issuing equity or convertible debt securities, which could significantly reduce or dilute the percentage ownership of existing stockholders. Furthermore, any newly issued securities could have rights, preferences, and privileges senior to those of existing stock. Moreover, any issuances of equity securities may be at the prevailing market price of the Company’s stock and in any event may have a dilutive impact on investors’ ownership interest, which could cause the market price of stock to decline.
The Company may also raise additional funds through the incurrence of debt, and the holders of any debt the Company may issue would have rights superior to investors’ rights in the event the Company is not successful and is forced to seek the protection of the bankruptcy laws.
The Company will pay no foreseeable dividends in the future.
The Company has not paid dividends on its common stock and does not anticipate paying such dividends in the foreseeable future.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
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We have executed on this strategy with a cloud-first approach, awareness training, and deliberate use of well-established vendors for software and hardware solutions. |
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ITEM 2. PROPERTIES.
The Company does not own its own facilities and is presently renting an identity office in Las Vegas, Nevada, a plant facility in Memphis Tennessee and corporate office in Gordonsville, TN.
TEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
There is no established public trading market for Regenerex Pharma, Inc.’s common stock, par value $0.001 per share. There were no trades of Regenerex Pharma, Inc.’s common stock during the years ended March 31, 2025 and 2024.
Holders of Record
As of March 31, 2025, the Company had 297 holders of record of its common stock.
Dividend Policy
The Company has never declared or paid dividends on its common stock. The Company intends to retain earnings, if any, to support the development of its business and therefore does not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Board of Directors after considering various factors, including current financial condition, operating results, and current and anticipated cash needs.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of its common stock during the years ended March 31, 2025 and 2024.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has authorized securities for issuance under equity compensation on a quarterly basis. The Company adopted the 2025 Equity Plan. A total of 20,000,000 million shares have been allocated for the plan.
ITEM 6. SELECTED FINANCIAL DATA.
This Item is not required for smaller reporting companies, and the Company has elected to omit this information.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Plan of Operation
The Company’s business is to develop and market Woundcare Healing products.
New Developments
Regenerex Pharma Inc. has entered a pivotal phase of strategic expansion, with multiple initiatives underway to strengthen our market position and operational capabilities. Our business development team has made significant progress in negotiations with our first State Medicaid program. These contracts represent potential annual revenue streams exceeding $100 million. Simultaneously, we are actively engaging with major private insurance networks to secure preferred provider status, which would expand our patient access tremendously. On the organizational front, we've successfully recruited Kenneth W. Perry as our new Chief Financial Officer bringing 40 years of healthcare industry experience that will prove invaluable as we scale. The lab re-certification process for drug manufacturing is underway. Perhaps most exciting is our development of a proprietary AI-driven information system that promises to revolutionize our approach to wound management, patient adherence tracking, and personalized medication protocols. This system, developed in partnership with Optimize Health Partners, will integrate real-time patient data, using artificial intelligence, to while improve clinical outcomes and reduce healthcare costs. The competitive advantage this creates cannot be overstated, as it positions Regenerex Pharma as not just a manufacturer but a comprehensive healthcare solutions provider with data-driven insights that our competitors simply cannot match.
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15 |
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The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Chronic wounds impose significant costs to the US economy. Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost. Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.3 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.
The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity we well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise. In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect. The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.
The Company has three technologies for different types of wound conditions:
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The first is for closing chronic wounds, |
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the second is for accelerating closure of acute or surgical wounds, and |
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the third solves the issue on contamination of all types of wounds including the destruction of biofilms. |
The current product technology provides the Company with a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.
Currently, there are no products available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Management believes that this will provide the Company with a distinct advantage over other companies providing services in this sector.
The wound care healing space is well suited for Home Care service providers that are funded by the US Government. The majority of manufacturing and distribution will be outsourced. However, strategic planning and development will be performed internally by the Company.
Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a “pay for performance basis.” These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payors seeking new approaches that address cost constraints and product performance. Home health is now paid on a “diagnostic code” for the wound in single payments removing the risk from the Payee to the Payer. The Company’s first markets will be those segments that are totally “at risk” for single payments to close the wounds. Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.
Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Asian and Middle Eastern countries to provide the Company's products.
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16 |
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Results of Operations for the Years Ended March 31, 2025 and 2024
At present, the Company has no revenue. Net loss decreased to $2,527,041 for the year ended March 31, 2025 from $3,543,827 for the year ended March 31, 2024 primarily due to a decrease in research and development.
Liquidity and Capital Resources
The Company’s primary sources of liquidity and capital resources have been notes payable and proceeds from the sale of common stock and warrants of $2,500,000 during the year ended March 31, 2025. The Company requires significant cash to launch its business and reduce its liabilities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operation. Our independent registered public accounting firm included an explanatory paragraph in their report regarding substantial doubt about the Company’s ability to continue as a going concern. The Company is currently looking to raise an additional $500,000 by the end of July, to provide adequate cash until contracts start.
Cash Flow
The following table summarizes, for the periods indicated, selected items in our Statements of Cash Flows:
Year Ended March 31, |
2025 |
2024 |
Net cash (used in) provided by: Operating activities |
$ (1,625,351) |
$ (457,548) |
Investing activities |
$ (1,228) |
$ (6,299) |
Financing activities |
$ 2,279,232 |
$ 463,084 |
Cash used in operating activities was $1,625,351 and $457,548 for the years ended March 31, 2025 and 2024, respectively. The decrease in cash used in operating activities was primarily due to a decrease research and development.
Loss from Theft
On March 12, 2025, a sophisticated hacking group was able to hack one of our bank accounts. The original amount taken was $399,680, which is a material loss for the Company. A small amount $15,772 was recovered, we are working to recover an additional portion of the funds lost.
Investing Activities
Cash used in investing activities was $1,228 and $6,299 for the years ended March 31, 2025 and 2024. The decrease in cash used was a result of fewer investments in fixed assets for the period.
Financing Activities
Cash provided by financing activities was $2,279,232 and $463,084 for the years ended March 31, 2025 and 2024, respectively. The increase in cash provided by financing activities was primarily due to an increase in proceeds from sale of common stock and cash received from notes payable.
Off-Balance Sheet Arrangements
None.
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17 |
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Critical Accounting Policies and Estimates
The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s accounting policies are disclosed in Note 3 to the accompanying financial statements.
Estimates are used in the valuation of warrants and shares issued for stock-based compensation as disclosed in Notes 3 and 9. Determining the grant date fair value of the shares of common stock as well as warrants using the Black-Scholes option-pricing model requires managements to make assumptions and judgements. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company’s market risk arises primarily from exposure to fluctuations in interest rates and exchange rates. The Company presently only transacts business in Canadian and U.S. Dollars. Management believes that the exchange rate risk surrounding future transactions of the Company will not materially or adversely affect the Company’s future earnings. Management does not believe that the Company is subject to any seasonal trends. The Company does not use derivative financial instruments to manage risks or for speculative or trading purposes.
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18 |
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REGENEREX PHARMA, INC.
TABLE OF CONTENTS
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19 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Regenerex Pharma, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Regenerex Pharma, Inc. (the “Company”) as of March 31, 2025 and 2024, and the related statements of operations, stockholders’ 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 March 31, 2025 and 2024, 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.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred continuing losses from operations, negative cash flows from operations, and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
/s/
We have served as the Company’s auditor since 2017.
June 30, 2025
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20 |
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REGENEREX PHARMA, INC.
BALANCE SHEETS
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March 31, 2025 |
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March 31, 2024 |
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ASSETS |
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Current Assets |
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Cash and equivalents |
$ |
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$ |
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Prepaid expenses |
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Total Current Assets |
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Website, net of accumulated amortization of $ |
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Furniture and computer equipment, net of accumulated depreciation of $ |
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Right of use asset |
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Total Assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable |
$ |
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$ |
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Related party advances |
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Accrued compensation |
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Other accrued liabilities |
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Current portion of notes payable to shareholder |
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Current portion of notes payable to related parties |
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Current portion of notes payable |
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Current portion of leases liabilities |
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Total Current Liabilities |
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Notes payable to shareholder, net of current portion |
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Notes payable, net of current portion |
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Lease liabilities, net of current portion |
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Total Liabilities |
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Commitments and Contingencies (Note 11) |
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Stockholders’ Deficit |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated deficit` |
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( |
) |
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( |
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Total Stockholders’ Deficit |
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( |
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( |
) |
Total Liabilities and Stockholders’ Deficit |
$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
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21 |
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REGENEREX PHARMA, INC.
STATEMENTS OF OPERATIONS
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For the Years Ended |
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March 31, |
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2025 |
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2024 |
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Operating Expenses: |
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General and administrative |
$ |
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$ |
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Research and development |
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Total Operating Expenses |
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Operating Gain (Loss) |
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( |
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Other Income (Expense): |
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Interest expense |
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( |
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( |
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Foreign currency gain |
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Loss from theft |
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( |
) |
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Taxes |
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( |
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Total Other Income (Expense) |
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( |
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( |
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Net Loss |
$ |
( |
) |
$ |
( |
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Basic and Diluted Loss per Common Share |
$ |
( |
) |
$ |
( |
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Weighted Average Number of Common Shares Outstanding |
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The accompanying notes are an integral part of these financial statements.
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22 |
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REGENEREX PHARMA, INC.
STATEMENTS OF CASH FLOWS
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For the Years Ended |
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March 31, |
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2025 |
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2024 |
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Cash Flows from Operating Activities: |
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Net loss |
$ |
( |
) |
$ |
( |
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Adjustments to reconcile net loss to cash flows used in operating activities: |
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Depreciation and amortization |
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Foreign currency adjustments |
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( |
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( |
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Stock-based compensation |
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Non-cash Research and development |
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Non-cash interest related to Note extension |
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Amortization of ROU assets, net of liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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( |
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Accounts payable |
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Accrued compensation |
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Other accrued liabilities |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Cash Flows from Investing Activities: |
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Purchase of furniture and computer equipment |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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Cash Flows from Financing Activities: |
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Related party advances, net |
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Proceeds from notes payable to shareholder |
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Proceeds from notes payable to related parties |
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Payments of notes payable to shareholders |
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( |
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( |
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Payments of notes payable to related parties |
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( |
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( |
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Proceeds from sale of common stock and warrants, net of offering costs |
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Net cash provided by financing activities |
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Increase (decrease) in cash and equivalents |
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( |
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Cash and cash equivalents, beginning of year |
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Cash and cash equivalents, end of year |
$ |
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$ |
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Supplemental Cash Flow Information – Cash Paid For: |
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Income taxes |
$ |
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$ |
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Interest |
$ |
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$ |
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Non-Cash Investing and Financing Activities: |
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Accrued interest converted into notes payable to shareholder |
$ |
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$ |
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Accrued interest converted into notes payable to related parties |
$ |
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$ |
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Operating lease, ROU asset and liabilities |
$ |
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$ |
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Note payable issued for research and development |
$ |
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$ |
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Note payable issued for Note extension |
$ |
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$ |
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The accompanying notes are an integral part of these financial statements.
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23 |
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REGENEREX PHARMA, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
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Common Stock |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Stockholders’ Deficit |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
$ |
( |
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| Shares & warrants sold for cash |
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Stock-based compensation |
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Net Loss |
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( |
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( |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Shares and warrants sold for cash |
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Stock-based compensation |
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Net loss |
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— |
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( |
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( |
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
$ |
( |
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The accompanying notes are an integral part of these financial statements.
|
24 |
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REGENEREX PHARMA, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF OPERATIONS
Regenerex Pharma, Inc., formerly Peptide Technologies, Inc. (the “Company”
or “Regenerex”), was incorporated in the State of Nevada, United States of America, on
On November 15, 2021, the
Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for an interest-free two million four hundred thousand dollars ($2,400,000) note payable. The note payable was originally due within 12 months of the date of the agreement, but allowed for an extension for an additional 12 month period for a 10% fee. The extension was taken, and the renewed note and extension fee are due August 17, 2025.
The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Risks and Uncertainties
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the results of operations, financial position and cash flows.
The Company has a lack of revenue history and has had a limited history of operations. No revenue has historically been derived from the assets purchased. Regenerex can give no assurance of success or profitability to the Company’s investors.
NOTE 2 – GOING CONCERN
These financial statements have
been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which
contemplate the continuation of the Company as a going concern. The Company has incurred losses from operations and continuing negative
cash flows from operations through March 31, 2025. The Company has current liabilities in excess of current assets of $
Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.
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25 |
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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Basis of Presentation and Use of Estimates
These financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could ultimately differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
Earnings per Share
Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of those options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
During
the years ended March 31, 2025 and 2024, the Company excluded the outstanding stock warrants from its calculation of earnings per share,
as the warrants would be anti-dilutive. As at March 31, 2025 and 2024, the Company had common shares warrants outstanding of
Website
Expenditures
related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application
and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (
|
26 |
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Furniture and Computer Equipment
Furniture
and computer equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over
the estimated useful life of three (
Right of Use Assets and Lease Liabilities
The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of March 31, 2025.
The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark
approach to derive an incremental
borrowing rate of
Impairment of Long-Lived Assets
The long-lived assets held and used by the Company are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the carrying amount of any long-lived asset may be impaired, an evaluation of recoverability is performed. There were no impairment losses during the years ended March 31, 2025 and 2024.
Revenue Recognition
The Company will record revenue under ASC 606, by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.
We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition.
Share-Based Payments
The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life.
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27 |
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The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.
Research and Development
We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.
Income Taxes
Certain income and expense items are accounted for differently for financial reporting and income tax purposes. Deferred income tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, applying enacted statutory income tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
Fair Value of Financial Instruments
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 as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:
• Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.
• Level 3 - Unobservable inputs which are supported by little or no market activity.
The Company’s financial instruments include accounts payable and accrued compensation. The carrying value of these instruments approximate their fair value because of their short-term nature.
Foreign Currency Translation and Transactions
The financial statements are presented in U.S. dollars. Foreign-denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in the results of operations.
Recent Accounting Pronouncements
The Financial Accounting Standards Board Issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company. The following are recent accounting pronouncements which may impact the Company:
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28 |
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In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-09”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating this ASU to determine its impact on the Company’s income tax disclosures.
In November 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-07”) amending existing segment disclosure guidance, primarily requiring quarterly disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”), requiring disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted. ASU should be applied on a retroactive basis, to all prior periods presented in the financial statements. The Company is currently following ASU 2033-07 and making the required disclosures.
In October 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-06”) amending the disclosure or presentation requirements for a variety of Topics. Many of the amendments align the requirements in the Codification with the SEC’s regulations. The ASU is effective on the date on which the SEC removes the related disclosure from Regulation S-X or Regulation S- K, with early adoption prohibited. The Company is disclosing the relevant information in this filing.
In March 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU 2023-01”) amending guidance for lessees that are party to a lease between entities under common control. The ASU is effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted. It must be applied on a prospective basis. The Company is currently in compliance with reporting under this ASU.
As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
Management believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.
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29 |
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NOTE 4 – ACCRUED LIABILITIES
Accrued compensation consists of the following:
|
March 31, 2025 |
|
|
March 31, 2024 |
||
Salaries and benefits payable |
$ |
|
|
$ |
||
Payroll taxes payable |
$ |
|
|
$ |
||
Total accrued compensation |
$ |
|
|
$ |
||
Other accrued liabilities consist of the following:
|
March 31, 2025 |
|
|
March 31, 2024 |
||
Accrued other |
$ |
|
|
$ |
||
Accrued asset purchase agreement liability |
|
|
|
|
||
Advance due previous management |
|
|
|
|
||
Accrued interest |
|
|
|
|
||
Total accrued liabilities |
$ |
|
|
$ |
||
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer. (See note 6).
On June 10, 2023, the Company has entered into an agreement with Woundcare Labs, LLC, a party related to the CEO of the Company, to lease a plant and to lease equipment in Tennessee (see note 8).
Related Party Advances
The
Company’s Chief Executive Office advanced $
Related Party Notes Payable
During the years ended March 31, 2025 and 2024 the Company’s CEO advanced the Company monies
for operating expenses in the amount of $
Repayment
during the years ended March 31, 2025 and 2024 was $
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30 |
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NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 of Company common stock. In addition, up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. This rate was amended by the Board of Directors in January 2025 to 25% from all investment money raised.
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable. The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development. The note payable was due within twelve (12) months of the date of the agreement and is included in current liabilities. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance. The extension has been taken, and the new note is due August 16, 2025.
The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
The Technology Platforms include but are not limited to:
|
A. Proteomic research platforms which include proprietary blends. |
|
B. Combination design Techniques |
|
C. Patent Pending Proprietary Blends |
|
D. Patent Pending Formulas |
|
E. Trademarks and all pending Trademarks |
|
F. 510K USA FDA, information and Know-how for application |
|
G. All Clinical trials, (Right to use) |
|
H. CE mark (International) |
|
I. Regenerex Library formula incorporated in the Wound Healing Technology. |
|
J. Wound Healing Technology QBX |
|
K. Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark. |
Products:
|
1. Xcellderma over the counter product. |
|
2. Accelerex, combination product as a drug device. |
|
3. Accelerex in a tube. |
NOTE 7 – NOTES PAYABLE TO SHAREHOLDER
The
Company has historically received funding from a shareholder through the issuance of promissory notes. As of March 31, 2024, the Company
had various promissory notes due to the shareholder with an aggregate principal balance of $
During
the year ended March 31, 2025, all the previous notes payable to shareholder were consolidated into two notes, one in Canadian Dollars
and the other in US Dollars. New promissory notes were issued for principal amount of $555,728 CND ($
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31 |
|
|
These notes are unsecured and bear interest at ten (
Future annual minimum principal only payments for shareholders notes are as follow:
March 31 |
|
2026 |
Principal |
$ |
Aggregate interest expenses were $
Currently, there are no secured interests in the Company or liens filed against the Company.
NOTE 8 – OPERATING LEASES
On April 1, 2023, the Company
entered into an office lease agreement commencing in May 2023 which expires on
April 30, 2028. Under this agreement, the monthly rental payments are $
A new office lease was entered
into on September 28, 2024 and commencing on November 1, 2024. The lease is for five years and ends on
October 31, 2029. The rental payments
are $
Maturities of lease liabilities for the operating leases as of March 31, 2025, are as follows:
Period ending March 31 |
|
Office lease |
|
|
Plant Facility Lease |
|
|
Equipment lease |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
|
|
||||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
||||
2030 |
|
7,700 |
|
|
— |
|
|
— |
|
|
7,700 |
|
Total lease liability |
$ |
|
$ |
|
$ |
|
$ |
|
||||
Less imputed interest |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
Total lease liability |
$ |
|
$ |
|
$ |
|
$ |
|
As of March 31, 2025, the weighted average remaining lease term was 3.2 years. Lease liabilities are amortized using the effective interest method using a discount rate of 10%. Depreciation of ROU asset is calculated as the difference between the expected straight-line rent expense over the lease term less the accretion on the lease liability. The Company recognizes a right-of-use asset and a lease liability for these operating leases in its Balance Sheet. The office lease and plant facility lease also includes obligations for the Company to pay for other services, including utilities and maintenance. The Company accounts for these services separately.
During the years ended March 31, 2025, and 2024 the operating lease cost for the plant was $
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32 |
|
|
NOTE 9 – STOCKHOLDERS’ DEFICIT
The Company has authorized the issuance of
During the years ended
March 31, 2025 and 2024, the Company issued
During
the years ended March 31, 2025 and 2024, the Company issued
The warrant fair values were
estimated using a Black Scholes model with a
As of the date of this valuation, the Company’s stock was not trading. The volatility was calculated based on the historical volatility of comparable public companies. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.
The dividend yield assumption for equity awards granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.
The
closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the
Board of Directors and management determined the fair value of the common stock to be $
During
the year ended March 31, 2024, the Company issued
During
the year ended March 31, 2024, the Company issued
During
the year ended March 31, 2025, the Company issued
As
of March 31, 2025,
|
33 |
|
|
NOTE 10 – INCOME TAXES
Income tax expense differs from the amount that would result from applying the federal income tax rate to earnings before income taxes. Reconciliations of the U.S. federal statutory rate to the actual tax rate are as follows for the years ended March 31, 2025 and 2024:
|
2025 |
2024 |
Federal tax benefit at statutory rate |
||
Permanent differences |
( |
( |
Temporary differences |
|
|
Accounts payable and accrued liabilities |
( |
( |
Other |
( |
|
Change in valuation allowance |
( |
( |
Total provision |
The composition of the Company’s deferred tax assets as of March 31, 2025 and 2024 is as follows:
|
|
|
|
|
|
|
|
Asset (Liability) |
|||||
|
|
2025 |
|
|
2024 |
|
Other |
$ |
|
$ |
|
||
Net operating loss carryforwards |
|
|
|
|
|
|
Valuation allowance |
|
( |
) |
|
( |
) |
Net deferred tax asset |
$ |
|
$ |
|
||
The
valuation allowance increased by $
The Company had a net operating loss carryforward balance of
approximately $
The Company’s recognized and unrecognized deferred tax assets related to unused tax losses. A full valuation allowance has been recorded against the potential deferred tax assets associated with all the loss carryforwards as their utilization is not considered “more likely than not” at this time.
The Company has recently filed its US federal income tax returns. The Company’s Federal tax filings are subject to audit since 2016. The Company does not have an ongoing IRS examination.
NOTE 11 – COMMITMENTS AND CONTINGENCIES
The
Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any
of its officers. See Note 6 for discussion of the $
On
March 12, 2025, a sophisticated hacking group was able to hack one of our bank accounts. The original amount taken was $
|
34 |
|
|
NOTE 12 – SUBSEQUENT EVENTS
Kenneth W Perry was hired as Chief Financial Officer of the Company on April 1, 2025.
Subsequent to March 31, 2025, the Company adopted the 2025 Equity Plan. A total of
Subsequent to March 31, 2025, signed consulting agreement with Lee Ori, an executive and Board of Director, for bringing contracts to the Company. Fees will be paid on a percentage basis of the contract with the average commission rate being approximately 7%.
Subsequent to March 31, 2025, signed an information systems evaluation contract with Optimize Health Partners for implementation and evaluation of system that includes EMR, billing system, scheduling, telemedicine platform. Optimize Health Partners is owned by the CFO, Kenneth W Perry.
Regenerex is in the process of negotiating a final contract with Holista related to use of IP. HOLISTA is granting RGPX exclusive worldwide territory rights for the use of Ovicoll95 in all wound care applications Holista is based in Maylasia and their main product is normal and nano Collagen. Greg Pilant has ownership in Holista and sits on the Board of Directors.
NOTE 13 – SEGMENT REPORTING
In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers (“CODMs”) in deciding how to allocate resources and assess performance.
The CODMs have been identified as the Chief Executive Officer and Chief Financial Officer, who review the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODMs review several key metrics, which include the following:
|
2025 |
2024 |
Revenues |
||
Sales, general and administration |
$ |
$ |
esearch and development |
|
|
|
|
|
The key measures of segment profit or loss reviewed by our CODMs are revenue and operating expenses. Revenue is monitored by the CODMs to understand the performance of the Company. Operating expenses are reviewed and monitored by the CODMs to manage and forecast cash. The CODMs also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and internal budgets.
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35 |
|
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
This report includes the certifications of our Chief Executive Officer and our Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2025, as such term is defined in Exchange Act Rule 13a-15(f).
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2025.
Management’s Report on Internal Control over Financial Reporting
Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
Internal controls for Regenerex Pharma, Inc. were presented and accepted by the Board as of January 22, 2020. Updated internal controls were presented and accepted by the Board as of February 27, 2025. In connection with the preparation of this Annual Report on Form 10-K for the year ended March 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls and procedures over financial reporting were not effective and that material weaknesses existed in the following area as of March 31, 2025.
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36 |
|
|
We employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding complex and non-routine transactions. There are still weaknesses to correct, which will naturally happen as we grow and have more staff.
Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implement additional enhancements or improvements, as necessary.
Inherent Limitations on Internal Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:
|
• |
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes; |
|
• |
Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override; |
|
• |
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; |
|
• |
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and |
|
• |
The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
ITEM 9B. OTHER INFORMATION
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37 |
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Name |
Age |
Office Held |
Gregory Pilant |
68 |
Director, Chief Executive Officer |
Kenneth W Perry |
63 |
Chief Financial Officer |
Dr. Lee Ori |
51 |
Director, Chief R & D Officer |
Ken Hazen |
71 |
Director |
Mr. Gregory P. Pilant, Director, Chairman of the Board, Chief Executive Officer
Greg Pilant is the founder, CEO, and Chairman of several private companies. Mr. Pilant is a lifelong entrepreneur and founder and Chairman of Greystone Pharmaceuticals, Inc. Prior to Greystone he was CEO of Medical and Pharma Companies including Stanley Pharmaceuticals, National Labs, and MedStat. Mr. Pilant has set-up manufacturing facilities in United States, China, Europe and the Middle East, and has had over 30 years of experience in every aspect of Woundcare from FDA and CE compliance reimbursement, manufacturing and distribution. Mr. Pilant was one the of first fifteen voted into University of Memphis “Business Hall of Fame”.
Mr. Kenneth W Perry, Chief Financial Officer
Kenneth Perry, joined April 1, 2025. He has 40 years of healthcare finance, operations and information technology experience. His career started at Hospital Corporation of America (HCA) and included many senior positions, including Division CFO of Western Division with over $500 million in Net Revenue. Mr. Perry went on to help establish 5 different start-ups during his career, including Iasis Healthcare which began by buying 16 hospitals, with over 13,000 employees raising over $800 million in capital. Mr. Perry has worked internationally as well in Italy, and the United Arab Emirates.
Dr. Lee Ori, Director, Chief R & D Officer
Dr. Lee Ori graduated from Auburn University Harrison School of Pharmacy (AUHSOP) magna cum laude with his doctorate in pharmacy. He worked for Eli Lilly and Company as a clinical liaison to physicians. Lee presently holds pharmacist license(s) in ten states and has held numerous executive positions based on his extensive compounding background. These include serving as Director or Pharmaceutical Operations for Optimal Health Labs, LLC, and Chief Medical Officer for Ready Scrip, LLC.
Ken Hazen, Director
Ken Hazen graduated with B.B.A., University of Memphis) and is President and CEO of CTSI-Global. He acquired the regional freight audit service provider in 1982, and his team has grown it into a logistics technology and solutions provider for enterprises worldwide. Ken is married with 5 children and has years of philanthropic service for local schools, regional Catholic Charities, and St. Jude Children’s Research Hospital.
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38 |
|
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ITEM 11. EXECUTIVE COMPENSATION.
Effective July 1, 2023 the Company began to accrue a base salary to the Chief Executive Officer of $360,000 per annum. Accrued compensation to the Chief Executive Officer is $562,248 and $270,000 respectively, for the years ended March 31, 2025 and 2024. As of February 28, 2025, Greg is now receiving monthly salary.
Compensation of Directors
June 24, 2023, the Board has agreed that each director be granted 30,000 shares of the Company for prior service and an additional 10,000 shares each quarter thereafter. The grant date fair value of each share is $0.18 as computed in accordance with FASB ACS718. As of March 31, 2025, grants are currently fair valued at $0.50 per the last Black Scholes model.
In addition, effective July 1, 2023, each director is granted 10,000 warrants each quarter. Each warrant is exercisable at $0.33 per share and expire July 1, 2029. The grant date fair value of each warrant is computed in accordance with FASB ASC718 as follows:
Award Date |
Date Fair Value |
Options Awarded |
Options Outstanding |
June 29, 2023 |
Each option $0.10 |
30,000 |
30,000 |
September 25, 2023 |
Each option $0.10 |
30,000 |
30,000 |
December 20, 2023 |
Each option $0.10 |
30,000 |
30,000 |
March 19, 2024 |
Each option $0.10 |
30,000 |
30,000 |
|
|
|
|
Total March 31, 2024 |
|
120,000 |
120,000 |
For fiscal year ending March 31, 2025, each director was granted 10,000 warrants each quarter. Each warrant is exercisable at $0.33 per share and expire 2031. The grant date fair value of each warrant is computed in accordance with FASB ASC718 as follows:
Award Date |
Date Fair Value |
Options Awarded |
Options Outstanding |
June 30, 2024 |
Each option $0.10 |
30,000 |
30,000 |
September 30, 2024 |
Each option $0.10 |
30,000 |
30,000 |
December 31, 2024 |
Each option $0.10 |
30,000 |
30,000 |
March 31, 2025 |
Each option $0.37 |
30,000 |
30,000 |
|
|
|
|
Total March 31, 2025 |
|
120,000 |
120,000 |
Pension and Retirement Plans
Currently, the Company does not offer any annuity, pension, or retirement benefits to any of its officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with the company, or from a change in the control of the Company.
2025 Equity Incentive Plan
In May 2025, the Company adopted the Regenerex Pharma, Inc. 2025 Equity Incentive Plan (the "Plan") to provide equity-based compensation opportunities to employees, non-employee directors, and key advisors. The Plan is designed to encourage participants to contribute materially to the Company's growth while aligning their economic interests with those of stockholders.
The Plan authorizes the issuance of up to 20,000,000 shares of common stock through various award types, including incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, performance shares, dividend equivalent payments, and other stock-based awards. Any increases to the share reserve require majority stockholder approval. Shares subject to awards that terminate, expire, or are forfeited become available for reissuance under the Plan.
Administration is overseen by a compensation committee of two or more directors appointed by the Board, with all awards requiring Board ratification for validity. The committee has sole authority to determine award recipients, types, sizes, terms, timing, and exercise criteria, subject to Board approval. Fair market value for awards is determined as of the committee's recommendation date.
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The Plan includes standard provisions for award terms with a maximum duration of 10 years (5 years for incentive stock options granted to 10% stockholders). Exercise prices for incentive stock options must equal or exceed fair market value at grant, while all options must be priced at minimum 90% of the per-share price in the immediately preceding stock placement transaction. Performance shares are generally tied to targeted financial performance objectives.
Upon termination of employment, awards generally expire within 180 days (one year for disability, with special provisions for death). Change of control provisions provide for automatic acceleration of vesting and may require award assumption by surviving entities. Awards are generally non-transferable except by will or laws of descent and distribution, with limited exceptions for nonqualified options to family members.
The Plan will terminate on the tenth anniversary of its effective date unless terminated earlier or extended with stockholder approval.
Employment Agreements
The Company has a written employment agreement with Kenneth Perry, CFO. There are also, several consulting contracts for executives working part-time, until the Company starts generating revenue or raises additional capital.
Audit Committee
Presently, the Board of Directors is performing the duties that would normally be performed by an audit committee. The Board of Directors intends to form a separate audit committee and is seeking potential independent directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as of March 31, 2025, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities, and as to those shares of the Company’s equity securities beneficially owned by each of its directors, the executive officers of the Company and all of its directors and executive officers of the Company and all of its directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to the directors and officers of the Company, is based on a review of statements filed, with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the Company’s common stock. As of March 31, 2025, there were 281,070,910 shares of common stock outstanding.
The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.
The table also shows the number of shares beneficially owned as of March 31, 2025, by each of the individual directors and executive officers and by all directors and executive officers as a group.
Name of Beneficial Owner |
Position |
Amount and Nature of Beneficial Owner |
Percent of Common Stock |
Gregory Pilant |
Director, Chief Executive Officer |
200,000,000 |
71.156% |
Deborah Pilant |
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Gregory Pilant |
Director |
80,000 |
0.028% |
Ken Hazen |
Director |
20,000 |
0.007% |
Dr. Lee Ori |
Director, Chief R & D Officer |
110,000 |
0.039% |
Total Officers and Directors |
200,210,000 |
71.230% |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees. The aggregate fees billed by dbbmckennon for the audit and reviews of the Company’s financial statements were $74,880 and $58,000 for the fiscal years ended March 31, 2025 and 2024, respectively.
Audit-Related Fees. The aggregate fees billed by dbbmckennon for assurance and related services, that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended March 31, 2025 and 2024 and that are not disclosed in the paragraph captioned “Audit Fees” above, were $0.
Tax Fees. The aggregate fees billed by dbbmckennon for professional services rendered for tax compliance, tax advice, and tax planning for the fiscal years ended March 31, 2025 and 2024 were $0 (not billed yet) and $6,500..
All Other Fees. The aggregate fees billed by dbbmckennon for products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31, 2025 and 2024 were $0.
As of the date of this Annual Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
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PART IV
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
See Item 13 “Financial Statements and Supplementary Data.” The following is a complete list of exhibits filed as part of this Form 10. Exhibit numbers correspond to Item 601 of Regulation S-K.
Exhibit No. |
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Exhibit Description |
3.0 |
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Articles of Incorporation (1) |
3.1 |
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Amended Articles of Incorporation (1) |
3.2 |
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Amended Articles of Incorporation (1) |
3.3 |
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Corporate Bylaws (1) |
10.1 |
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Advance from Shareholder of Regenerex Pharma, Inc. (1) |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
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Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
Notes:
(1) (1) Filed as an exhibit to our Registration Statement on Form 10 filed with the SEC on July 28, 2017.
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SIGNATURES
In accordance with 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, there unto duly authorized.
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REGENEREX PHARMA, INC. |
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Date: |
June 30, 2025 |
By: Name: Title: |
/s/ Gregory Pilant Gregory Pilant Chief Executive Officer |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
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REGENEREX PHARMA, INC.
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Date: |
June 30, 2025 |
By: Name: Title: |
/s/ Kenneth W Perry Kenneth W Perry Chief Financial Officer
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Date: |
June 30, 2025 |
By: Name: Title: |
/s/ Gregory Pilant Gregory Pilant Director, Chief Executive Officer |