RGBP 10-K & 10-Q changes, risk factors and insider trading
Regen BioPharma Inc (also RGBPP) · OTC · Pharmaceutical Preparations · CIK 1589150 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Item 15. Exhibit Index”
New heading “Report of Independent Registered Public Accounting Firm”
New heading “Opinion on the Consolidated Financial Statements”
New heading “Critical Audit Matters”
Removed heading “Years Ended September 30, 2024 and 2023”
Removed heading “Working Capital”
Largest changes
“● Going Concern – As discussed in Note 2 to the financial statements, the Company has a going concern due to negative working capital and losses from operations which raises substantial doubt about its ability to continue as a going concern. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult to substantiate. …”see in full comparison
“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.”see in full comparison
“Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”see in full comparison
Full comparison: every changed paragraph (40)
The
following Management’s
Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our
audited consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 and 2023 and highlight
certain other information
which, in the opinion of management, will enhance a reader’s understanding of our financial condition,
changes in financial condition
and results of operations. In particular, the discussion is intended to provide an analysis of significant
trends and material changes
in our financial position and the operating results of our business during the year ended September 30, 2024, 2025,
as compared to the fiscal
year ended September 30, 2023.2024. This discussion should be read in conjunction with our consolidated financial
statements for the fiscal
years ended September 30, 20242025 and 20232024 and related notes included elsewhere in this 10-K. These historical
financial statements may not
be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition
and Results of Operations
contains numerous forward-looking statements, all of which are based on our current expectations and could
be affected by the uncertainties and risks. Throughout this report, the terms “our,” “we,” “us,”
and risks.the “Company” refer to Regen Biopharma, Inc. and its subsidiaries.
Throughout this report, the
terms “our,” “we,” “us,” and the “Company” refer to Regen Biopharma, Inc. and its subsidiaries.
Overview
We intend to engage primarily in the development of
regenerative medical applications which we intend to license, develop internally or acquire outright from other entities up to the point
of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed
applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us
in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication
of efficacy seen in Phase I trials.
As of May 7, 2024 we have not licensed any existing
therapies which may be marketed.
Years Ended September 30, 2024 and 2023
Revenues
from continuing
operations were $236,560$236,561 for the twelvefiscal monthsyear ended September 30, 20242025 and $236,560 for the same period ended 2023.2024. $110,001
and $110,000 of revenue
from related parties recognized during the twelve months ended September 30,30 20242025 and September 30, 20232024 consisted of anniversary
expense expense
receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. $126,560 and minimum$126,560 royaltiesof revenue recognized
during the twelve
months ended September 30, 20242025 and 2023 respectively pursuant to the same license. $126,560 of revenue recognized during the twelve months
ended September 30, 2024 were recognized pursuant to licenses granted to Oncology Pharma,Inc.Pharma, and $126,560 of revenue was recognized during
the twelve months ended September 30, 2023 pursuant to those same licenses..Inc.
Operating
Expense were $417,221$575,101 for the twelve months ended September 30, 20242025 and $ 923,509$653,781 for the same period ended 2023.2024. The primarily operating
operating expense for 20242025 consistconsists of $ 363,961398,263 toof Consulting & Professional expenses and $$90,000 153,695in torent. In the previous year Consulting
and Professional fees expenditure were $363,391. During the period ended 2024 research and development
expenses. In the same period in previous year Consulting and Professional fees expensed were $606,237 and research and development
expenses amounted to $212,297.$153,565
constituting the second largest expense recognized during that period.
For the twelve months ended September 30 2025, the Company reported a net other expense of $(935,962) whereas in the same period ended 2024 the Company reported the net other expense of $(251,034). Net other expense was primarily driven by the recognition of a Derivative Expense in of $(675,528) in 2025. For the period ended June 30, 2025 the Company also recognized higher interest and amortization expenses as compared to the period ended 2024.
For the year ended 2024,
the Company reported a net other expense of $(251,034), a substantial decline from the net other income of $1,843,456 in 2023. The decrease
was primarily driven by the recognition of a Derivative Gain of $2.151, 755 in 2023 as opposed to a Derivative Loss of $(4,091) in recognized
in 2024. Additionally, the Company recorded higher amortization of discount of $(28,998) related to debt instruments, compared to
$(864) in the prior year. Interest expense also rose to $(72,445) due to increased borrowings, while financing fees decreased to $(145,500)
as opposed to $(250,000) in 2023. Financing fees in both instances were attributable to Common Shares issued in conjunction with Promissory
Notes.
The reduction in financing
fees partially offset the rise in interest expenses and derivative losses, but the net impact was a significant decline in other income,
highlighting the volatility associated with fair value remeasurements and debt-related costs.
The
Company recognized an
Operating Loss of $ 417,221$338,540 during the twelvefiscal monthsyear ended September 30, 20242025 whereas the Company recognized an Operating
Loss of $$417,221 686,950
for the same period ended 2023.2024. The reduction in operating loss is forprimarily attributable to a reduction in all expense
categories other than General and Administrative expenses and rent incurred during the reductionperiod ofended Consulting2025 andas Professionalcompared Feesto services for
the period.period ended
in 2025.
Net
Loss is $ 668,255$1,274,502 for
the twelvefiscal monthsyear ended September 30, 20242025 as opposed to a Net IncomeLoss of 1,156,507$668,255 for the same period ended 2024.
The difference is primarily attributable to the recognition
by the Company of a Derivative IncomeLoss of $$675,528 2,151,755recognized duringin the twelve months period
ended Septemberin 30, 2023.2025.
Working Capital
Working capital deficit increased
by $ 58,139 from September 30, 2023 to September 30, 2024, primarily due to increase in notes payable offset by increase in accounts receivable.
Net
cash used in operating
activities for the yeartwelve months ended September 30, 20242025 was $751,536,$383,591, compared to $173,917,$751,536, for the yearsame period
ended September 30, 2023, an increase
of $577,619.2024. The increasedecrease in cash used in operating activities is primarily attributable to increases in accounts receivables and prepaids.
Net cash used indecreased operating activityexpenses alsoincurred includesby impactthe
Company ofduring Unrealizedthe Lossfiscal onyear Investmentended Securities2025 ofas $compared 204,847to andthe adjustmentsame ofperiod Unearned
Income.ended 2024.
Net
cash generated by financing
activities for the yeartwelve months ended September 30, 20242025 was $631,215$452,430 which consisted of proceeds from
notes payables and sale of common stock issued
for cash.stock.
As of September 30, 2025, the Company had cash of $ 69,555 and a net working deficit of approximately $6.2 million.
As of September 30, 2024,The
the Company had cash of $ 716 and net working capital of ($5,235,105) The Company has incurred
and expects to continue to incur significant professional costs to remain as a publicly traded company and it has
incurred and expects
to continue incur significant research & development cost for products development.
The
accompanying financial
statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant
operating losses
and negative cash flows from operations since inception. As of September 30, 2024,2025, the Company had cash of approximately $716
$69,555 and an accumulated
deficit of approximately $20.6$21 million. The Company has incurred recurring losses, experienced recurring negative
operating cash flows,
and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional
working capital
funding from the sale of equity and/or debt securities and/or governmental or private grants in order to continue to
execute its development plans and continue operations.
Without additional funding, there is substantial doubt about the Company’s
ability to continue as a going concern for the twelve
months from the date of these financial statements.
Item 15. Exhibit Index
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Regen Biopharma, Inc. and Subsidiary
Opinion on the Consolidated Financial Statements
We have audited the accompanying balance sheets of Regen Biopharma, Inc. (the “Company”) as of September 30, 2025 and 2024, the related statement of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 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.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
● Going Concern – As discussed in Note 2 to the financial statements, the Company has a going concern due to negative working capital and losses from operations which raises substantial doubt about its ability to continue as a going concern. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which are difficult to substantiate. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/ BCRG
BCRG Group (PCAOB ID 7158)
We have served as the Company’s auditor since 2024.
Irvine, CA
December 30, 2025
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Capital Expenditure Commitments”
Removed heading “Contractual Obligations”
Largest changes
“(b) $200,000 recognized as an expense incurred in connection with the issuance of 20,000,000 shares of common stock to Dr. Harry Lander. On October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander (“Lander Agreement”). Under the terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase I Clinical Trial of HemaXellerate (“ Consulting Period”).”see in full comparison
Operating Expense weresee in full comparison$212,774$34,536 for the three months endedMarchJune31,30, 2026 and $172,41499,821 for the same period ended 2025. The primary operating expense for 2026 consists of $178,45420,694 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were$136,566.$46,624. During the period ended 2026 General and Administrative expenses amounted to$32,104$13,842 constituting the second largest expense recognized during that quarter.Research and Development Expenses of $2,216 recognized for the three months ended March 31, 2026 consisted of amounts paid for Patent maintenance services provided by the Company’s patent attorney.
The Company recognizedsee in full comparisonanProfitOperatingfromLossOperations of$153,709$24,528 during the three months endedMarchJune31,30, 2026 whereas the Company recognized an Operating Loss of$113,349$40,756 for the same period ended 2025. The increase in operating lossis primarily attributable to an increase in all expense categories other than rent incurredduring the period ended20262025as comparedrelative to the period ended 2026 is larger expenses being incurred in2025.all expense categories.
Revenues from continuing operations weresee in full comparison$118,129$177,194 for thesixNinemonthsMonths endedMarchJune31,30, 2026 which is essentially equivalent to Revenues from continuing operations for the same period ended 2025.$54,849$82,274 of revenue from related parties recognized during thesixNinemonthsMonths endedMarchJune31,30, 2026 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did$64,850essentially equivalent revenue from related parties for the period ended 2025.$63,280$94,920 of revenue recognized during both of thethreenine months ended JuneMarch 31,30, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Full comparison: every changed paragraph (28)
Three
months ended MarchJune 31,30, 2026 and 2025
Revenues
from continuing operations were $59,065 for the three months ended MarchJune 31,202630,2026 and $59,065 for the same period ended 2025. $27,425 of
of revenue from related parties recognized during the three months ended MarchJune 31,30, 2026 consisted of anniversary expense receivable
pursuant
to a license granted by the Company to Zander Therapeutics, Inc. as did $27,425 for the period ended 2025. $31,640 of revenue recognized
recognized during both of the three months ended MarchJune 31,30, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma,
Inc.
Operating
Expense were $212,774$34,536 for the three months ended MarchJune 31,30, 2026 and $ 172,41499,821 for the same period ended 2025. The primary operating expense
for 2026 consists of $ 178,45420,694 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional
fees expenditure were $136,566.$46,624. During the period ended 2026 General and Administrative expenses amounted to $32,104$13,842 constituting the
second largest expense recognized during that quarter. Research and Development Expenses of $2,216 recognized for the three months ended
March 31, 2026 consisted of amounts paid for Patent maintenance services provided by the Company’s patent attorney.
For
the three months ended March 31 2026, the Company reported a net other incomeloss of $1,145,636$662,313 whereas in the same period ended 2025 the Company
Company reported the net other income (loss) of $93,995.$(126,536). Net other income for the quarter ended 2026 was primarily driven by Derivative IncomeLoss
of $1,181,680$623,200 recognized during the quarter ended 2026. The Company also recognized higher interest expense and lower amortization expenses
as compared to the quarter ended 2025.
The
Company recognized anProfit Operatingfrom LossOperations of $153,709$24,528 during the three months ended MarchJune 31,30, 2026 whereas the Company recognized an Operating
Loss of $113,349$40,756 for the same period ended 2025. The increase in operating loss is primarily attributable to an increase in all expense
categories other than rent incurred during the period ended 20262025 as comparedrelative to the period ended
2026 is larger expenses being incurred in 2025.all expense categories.
Net
IncomeLoss is $ 991,927637,785 for the three months ended MarchJune 31,30, 2026 as opposed to a Net Loss of $19,354$167,292 for the same period ended 2025. The difference
difference is primarily attributable to the recognition by the Company of greater Derivative IncomeLoss during the period ended in 2026.
SixNine
monthsMonths ended MarchJune 31,30, 2026 and 2025
Revenues
from continuing operations were $118,129$177,194 for the sixNine monthsMonths ended MarchJune 31,30, 2026 which is essentially equivalent to Revenues from continuing
operations for the same period ended 2025. $54,849$82,274 of revenue from related parties recognized during the sixNine monthsMonths ended MarchJune 31,30, 2026
consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did $64,850essentially
equivalent revenue from related parties for the period ended 2025. $63,280$94,920 of revenue recognized during both of the threenine months ended
June March 31,30, 2025 and 2026 were recognized
pursuant to licenses granted to Oncology Pharma, Inc.
Operating
ExpenseExpenses were $823,462$857,999 for the sixNine monthsMonths ended MarchJune 31,30, 2026 and $ 292,857392,680 for the same period ended 2025. The primary operating expense
for 2026 consists of $ 332,218352,912 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional
fees expenditure were $221,192.$267,816. During the period ended 2026 General and Administrative expenses amounted to $264,029$277,871 constituting the
second largest expense recognized during that quarter.
Research
and Development Expenses of $212,216 recognized by the Company for the six months ended March 31, 2026 consisted of :
(a)$2,216
paid for Patent maintenance services provided by the Company’s patent attorney.
(b)
$10,000 paid to Dyo Biotechnologies for Research and Development services rendered during the quarter ended December 31, 2025.
(b)
$200,000 recognized as an expense incurred in connection with the issuance of 20,000,000 shares of common stock to Dr. Harry Lander.
On October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander (“Lander Agreement”). Under the
terms and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate.
The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned Phase
I Clinical Trial of HemaXellerate (“ Consulting Period”).
As
consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of
the Company (“Compensation Shares”) subject to a vesting schedule.
The
Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (“ Transfer
Restriction”) except as follows:
All
Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having
been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.
In
the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by
the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.
For
the sixnine months ended MarchJune 3130, 2026, the Company reported a net other income of $729,407$67,094 whereas in the same period ended 2025 the Company
reported the net other expense of $360,012.$486,548. Net other income for the sixnine months ended 2026 was primarily driven by Derivative Income
of $800,854$177,654 recognized during the sixnine months ended 2026. The Company also recognized higher interest expense and lower amortization
expenses expenses
as compared to the period ended 2025.
The
Company recognized an Operating Loss of $705,333$680,805 during the sixnine months ended MarchJune 31,30, 2026 whereas the Company recognized an Operating
Loss of $174,727$215,485 for the same period ended 2025. The increase in operating loss is primarily attributable to an increase in all expense
categories other than rent incurred during the period ended 2026 as compared to the period ended in 2025.
Net
IncomeLoss iswas $ 24,074613,711 for the sixnine months ended MarchJune 31,30, 2026 as opposed to a Net Loss of $534,739$702,033 for the same period ended 2025. The difference
is primarily attributable to the recognition by the Company of Derivative Income during the period ended in 2026.
Working
capital deficit decreased by $742,315$402,977 from September 30, 2025 to MarchJune 31,30, 2026, primarily due to a decrease in Derivative Liability.
Net
cash used in operating activities for the sixnine months ended MarchJune 31,30, 2026 was $261,175$285,244 compared to $167,709,$223,586, for the same period ended
2025. The increase in cash used in operating activities is primarily attributable to increased operating expenses incurred by the Company
during the sixnine months ended MarchJune 31,30, 2026 as compared to the same period ended 2025.
Net
cash generated by financing activities for the sixnine months ended MarchJune 31,30, 2026 was $191,890$215,927 which consisted of proceeds from sales of
newly issued common stock.stock and borrowings from related parties.
As
of MarchJune 31,30 2026, the Company had cash of $ 271239 and net working deficit of approximately $5.3$5.9 million.
The
accompanying financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant
operating losses and negative cash flows from operations since inception. As of MarchJune 31,30, 2026, the Company had cash of approximately
$271$239 and an accumulated deficit of approximately $22 million. The Company has incurred recurring losses, experienced recurring negative
operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional
working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue
operations. Without additional funding, there is substantial doubt about the Company’s ability to continue as a going concern for
the twelve months from the date of these financial statements.
Capital Expenditure Commitments
Contractual
Obligations
As
of MarchJune 31,30, 2026 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.
RGBP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RGBP (13F)
None of the 59 investors we track reported a position in their latest 13F.