Regen Biopharma issues 77,849,847 shares to settle convertible debt

The issuance

Regen Biopharma, Inc. reported in an 8-K dated March 4, 2026 that it issued 77,849,847 common shares between February 4 and February 27, 2026. The shares settled $53,474 of principal on convertible indebtedness, $4,249 of accrued interest on that debt, and $11,000 in incurred fees.

The company said it issued the shares under Section 4(a)(2) of the Securities Act. The 8-K names no underwriter or placement agent: it says none was retained, and that the shares were sold directly through management. It says no commission or other consideration was paid, and that there was no advertisement or general solicitation. It does not name the holder or holders who received the shares.

As of March 3, 2026, Regen had 212,318,424 common shares outstanding. The 8-K was filed under Item 3.02, which covers unregistered sales of equity securities. The filing is signed by David Koos.

The pipeline

Regen describes itself as a company that intends to develop regenerative medical applications, and to license or acquire them up to the completion of Phase I or Phase II trials. Its first listed therapy is HemaXellarate, a cellular composition of autologous stromal vascular fraction from adipose tissue. The company says it is intended for drug-refractory aplastic anemia.

The FDA has said Regen has satisfactorily addressed the clinical hold issues on its Investigational New Drug application for HemaXellarate, and that Regen may initiate a Phase I trial. The annual report filed December 30, 2025 repeats that the trial may start. The company has also asked the FDA for orphan drug designation.

The other programs are preclinical. They include dCellVax, a dendritic cell therapy, tCellVax, DiffronC and DuraCar, which use small interfering RNA or short hairpin RNA to target the NR2F6 gene. A separate set of small molecules is also in preclinical testing.

The annual report says plainly that no clinical trials on its product candidates have commenced, so no conclusions about efficacy can be drawn. The company says its statements about products are not predictions of efficacy.

The financial record

For the fiscal year ended September 30, 2025, Regen reported a net loss of $1.3 million, up from $668,255 a year earlier. Cash used in operations fell to $383,591 from $751,536. Research and development expense fell to $11,725 from $153,685.

The fall in research spending comes while the net loss rose. The sources for this story give no reason for the drop in research spending, and no fiscal 2026 results.

The debt

The debt settled in February was convertible, and the 8-K gives no conversion price or note terms. The 77,849,847 shares were issued against the 212,318,424 shares outstanding in March 2026, so the conversions added to the share count at a scale that matters to holders of a company with small cash spending. The filing does not state the company's share price or the price at which the debt converted.

What comes next

Regen has not said whether it will issue more shares to settle other convertible notes. The 8-K gives no timetable for the Phase I trial, and the annual report does not put a date on starting it. The company's most recent fiscal figures show small cash spending against a net loss that rose, and it has no trial under way.

Report an error

Companies in this story

RGBPRegen Biopharma, Inc.OTC · United StatesOpen the starter desk