UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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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.
3.02 Unregistered Sales of Equity Securities
On September 15, 2025 Regen Biopharma, Inc. issued 3,320,000 common shares (“Shares”) to an unaffiliated investor for cash consideration of $33,200.
The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital.
On September 16, 2025 Regen Biopharma, Inc. issued 1,000,000 common shares (“Shares”) to an unaffiliated investor for cash consideration of $10,000.
The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital.
On September 18, 2025 Regen Biopharma, Inc. issued 1,500,000 common shares (“Shares”) to an unaffiliated investor for cash consideration of $15,000.
The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REGEN BIOPHARMA, INC. | ||
| Dated: September 19, 2025 | By: | /s/ David Koos |
| Name: | David Koos | |
| Title: | Chairman and Chief Executive Officer | |