1. ORGANIZATION

The Company was organized April 24, 2012 under the laws of the State of Nevada.

The Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.

The Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation for oncology applications and immune cell suppression for autoimmune disease.

The Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval from the FDA in order to market any of The Company’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. ACCOUNTS RECEIVABLE

During the nine months ended June 30, 2026 there was no allowance for doubtful accounts. The receivable balance relates to transactions with Zander Therapeutics, Inc., an entity under common control with the Company through the Company’s CEO. Management has determined that no Allowance for Doubtful Accounts need be recognized due to factors including:

(a) Zander Therapeutics Inc.’s history of loaning money to the Company

(b) Instances during the history of the license where Zander satisfied delinquent payments while simultaneously prepaying future periods

4. ACCRUED EXPENSES

The increase in Accrued payroll Taxes is attributable to a payroll tax liability recognized by the Company in connection with the issuance of twenty million newly issued common shares of the Company issued to the Company’s Chief Executive Officer as consideration for services to be rendered by him in connection with a planned Phase I Clinical Trial of HemaXellerate.

The increase in Accrued Interest is attributable to interest accrued but unpaid during the period ended june 30, 2026 on Notes Payable and Convertible Notes Payable.

The decrease in Accrued Rent is attributable to rental payments made during the quarter ended December 31, 2025

The increase in Other Accrued Expenses is attributable to $60,000 of accounting expenses accrued but unpaid attributable to services provided by an independent contractor and $60,000 of consulting expenses accrued but unpaid attributable to services provided by an independent contractor.

5. UNEARNED INCOME

Unearned income is attributable to payments made to the Company and its wholly owned subsidiary pursuant to two license agreements for which income is recognized over the terms of the agreement. On April 7, 2021 the Company entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby the Company granted to Licensee an exclusive right and license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of pancreatic cancer for a term of fifteen years from April 7, 2021.

The License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce an immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is recognized by the immune system.

As consideration to “the Company” for the rights and license granted pursuant to the Agreement Licensee shall:

(a) pay to the Company a nonrefundable fee of $55,000 no later than April 20,2021

(b) pay to the Company royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in the Agreement of any Licensed Products in a quarter.

(c) pay to the Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Licensee from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Regen receives payment.

Licensed Product is defined in the Agreement as

(a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and

(b) any apparatus, material, equipment, machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.

In the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.

On April 7, 2021 KCL Therapeutics, Inc. entered into an agreement (“Agreement”) with Oncology Pharma, Inc. (“Licensee”) whereby KCL granted to Licensee an exclusive right and license for the development and commercialization of certain intellectual property (“License IP”) for the treatment in humans of colon cancer for a term of fifteen years from April 7, 2021.

As consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:

(a) pay to KCL a non-refundable fee of Fifty Thousand common shares of Oncology Pharma, Inc. no later than April 20, 2021

(b) pay to KCL royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in the Agreement of any Licensed Products in a quarter.

(c) pay to KCL ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Licensee from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which KCL receives payment.

Licensed Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign jurisdictions but for the rights granted pursuant to the Agreement.

In the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.

The fair value of the stock and cash prepaid to the Company and KCL was $1,850,000 and $55,000, respectively. These amounts are recognized as revenue on a straight-line basis over the 15-year term of the Agreement, which commenced on April 7, 2021 and expires on April 6, 2036.

6. NOTES PAYABLE

$73,303 of indebtedness held by Trillium Partners LP is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum

$15,000 of indebtedness held by Trillium Partners LP is due and payable on May 3, 2025 and bears simple interest at a rate of 10% per annum.

$25,000 of indebtedness held by Trillium Partners LP . is due and payable on June 5, 2025 and bears simple interest at a rate of 10% per annum.

$10,000 of indebtedness held by Trillium Partners LP is due and payable on October 4, 2025 and bears simple interest at a rate of 10% per annum.

$4,700 of indebtedness held by Trillium Partners LP is due and payable on October 15, 2025 and bears simple interest at a rate of 10% per annum.

$4,500 of indebtedness held by Trillium Partners LP is due and payable on October 23, 2025 and bears simple interest at a rate of 10% per annum.

During the quarter ended March 31, 2026 the rights to principal indebtedness of $73,303 owed by the Company to David Koos (the Company’s CEO) and principal indebtedness of $59,200 owed by the Company to Zander Therapeutics, Inc. (an entity under common control with the Company) were acquired by Trillium Partners LP. As a result these liabilities were reclassified from Related Party Notes Payable to Notes Payable.

NOTES PAYABLE TO RELATED PARTIES

The terms of notes payable are as follows:

During the quarter ended March 31, 2026 BST Partners made net loans to the Company of $8,926 which bear simple interest at a rate of 10% per annum. During the quarter ended June 30, 2026 BST Partners made net loans to the Company of $21,037 which bear simple interest at a rate of 10% per annum.

$3,000 lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15% per annum.

7. CONVERTIBLE NOTES PAYABLE

8. DERIVATIVE LIABILITY

The Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained in the Company’s convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

The Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $ 1,901,963 was recognized by the Company as of June 30, 2026.

9. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2026:

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

Preferred Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 34 shares issued and outstanding as of June 30, 2026: 739,000,000 is designated Series A Preferred Stock of which 154,760,498 shares are outstanding as of June 30, 2026:, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of June 30, 2026:, and 20,000 is designated Series NC stock of which 15,007 shares are outstanding as of June 30, 2026.

The abovementioned shares authorized pursuant to the Company’s certificate of incorporation may be issued from time to time without prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or relative rights of any series of the Stock that may be desired.

On September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).

The Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times seven (7). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

On January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”).

The Board of Directors of the Company have authorized 739,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

Holders of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the “Board”) out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared or paid or any other distribution is made on or with respect to the Common Stock, the holders of Series A Preferred Stock as of the record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends (the “Additional Dividends”) an amount (whether in the form of cash, securities or other property) equal to the amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a “Liquidation”), before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or earnings, an amount equal to $0.01 per share of Series A Preferred (the “Liquidation Amount”) plus all declared and unpaid dividends thereon, for each share of Series A Preferred held by them.

If, upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both, at the election of the Board.

On January 19, 2026 the Board of Directors of Regen Biopharma, Inc.(“Regen”) declared a dividend to all shareholders of record as of February 3, 2026 (“Record Date”) to be paid to shareholders on or about February 9, 2026 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist of one share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.

Series M Preferred Stock

On January 10, 2017 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series M Preferred Stock” (hereinafter referred to as “Series M Preferred Stock”).

The Board of Directors of Regen have authorized 60,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

Series NC Preferred Stock

On March 26, 2021 Regen Biopharma, Inc. (“Regen”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as “Series NC Preferred Stock”).

The Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Nevada Law, in its discretion, from funds legally available therefore

On any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.

Stock Issuances

During the quarter ended June 30, 2026 the Company issued 640,234,604 Common Shares in satisfaction of $100,179 of principal convertible indebtedness.

During the quarter ended June 30, 2026 the Company issued 58,592,204 Common Shares in satisfaction of $8,268 of accrued interest on convertible indebtedness.

During the quarter ended June 30, 2026 the Company issued 79,722,604 Common Shares in satisfaction of $10,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

During the nine months ended June 30, 2026 the Company issued 836,299,355 Common Shares in satisfaction of $306,492 of principal convertible indebtedness.

During the nine months ended June 30, 2026 the Company issued 67,557,264 Common Shares in satisfaction of $37,897 of accrued interest on convertible indebtedness.

During the nine months ended June 30, 2026 the Company issued 116,465,570 Common Shares in satisfaction of $30,500 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

During the nine months ended June 30, 2026 the Company issued 30,291,111 Common Shares for cash consideration of $241,800

During the nine months ended June 30, 2026 the Company issued 40,000,000 Common Shares as Restricted Stock Awards.

On February 9, 2026 the Company distributed 144,636,727 Series A Preferred shares as a dividend to all shareholders of record as of February 3, 2026.

10. RELATED PARTY TRANSACTIONS

The Company had the following related party transactions:

On June 23, 2015 the Company entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. (“Zander”) whereby The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by The Company (“License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is under common control with the Company.

Pursuant to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander.

Pursuant to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales, as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

Pursuant to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

Zander is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

The Agreement may be terminated by The Company:

The Agreement may be terminated by either party in the event of a material breach by the other party.

The CEO of the Company is also the CEO and chairman of Zander.

On January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners (“BST”) whereby Regen Biopharma, Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis for $5,000 per month beginning January 14, 2022. On April 26, 2024 the Company and BST agreed to amend that sublease agreement as follows:

The Company agreed that in addition to the base rent of $5,000 per month to be paid by the Company to BST the Company shall also reimburse BST for any and all shared expenses as such term is defined within the original lease agreement by and between BST and CIF LaMesa LLP beginning January 1, 2024.

On December 1, 2025, the sublease was terminated. The Company currently operates under a virtual workforce model, with its sole employee working remotely. As a result, the Company does not currently maintain or incur costs for dedicated physical office space.

BST Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc. On March 17, 2026 rights to any rent accrued yet unpaid due by the Company to BST Partners was acquired by Trillium Partners, LP,

The Company had the following notes payable to related party transactions

11. INCOME TAXES

As of June 30, 2026 the Company has a Deferred Tax Asset of $4,684,120 completely attributable to net operating loss carry forwards of approximately $22,305,331. The amount and availability of any net operating loss carryforward will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period; whether there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward.

As of September 30 2025 the Company has a Deferred Tax Asset of $4,555,240 completely attributable to net operating loss carry forwards of approximately $21,709,233. The amount and availability of any net operating loss carryforward will be subject to the limitations set forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period; whether there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business; and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss carryforward

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain.

A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.

As the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders”, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to 0.

12. COMMITMENTS AND CONTINGENCIES

On April 13, 2026 a complaint was filed against the Company in the Superior Court of California, County of San Diego. The Plaintiff, who has acquired rights to $398,740 of claims against the Company, is seeking damages in that amount along with attorneys’ fees and costs. On May 14, 2026 the Company and the Plaintiff entered into a Settlement and Mutual Release Agreement (“Agreement”). Pursuant to the terms and conditions of the Agreement following the entry of an Order by the Court after a fairness hearing pursuant to Section 3(a) (10) of the Securities Act of 1933 (the “Securities Act”), and Section 25142 of the California Corporations Code (the “Corporations Code”) and the delivery by the Plaintiff and the Company of the Stipulation of Dismissal in settlement of the Claims, the Company shall issue and deliver to the Plaintiff shares of its Common Stock or Series A Preferred Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Remittance Amount shall mean sixty five percent (65%) of Net Proceeds of the sale of Settlement Shares. On July 10, 2026, after a Fairness Hearing, the Superior Court of California issued an order approving issuance of the Settlement Shares pursuant to Section 3(a) (10) of the Act and Section 25142 of the Corporations Code.

13. SUBSEQUENT EVENTS

On April 13, 2026 a complaint was filed against the Company in the Superior Court of California, County of San Diego. The Plaintiff, who has acquired rights to $398,740 of claims against the Company, is seeking damages in that amount along with attorneys’ fees and costs. On May 14, 2026 the Company and the Plaintiff entered into a Settlement and Mutual Release Agreement (“Agreement”). Pursuant to the terms and conditions of the Agreement following the entry of an Order by the Court after a fairness hearing pursuant to Section 3(a) (10) of the Securities Act of 1933 (the “Securities Act”), and Section 25142 of the California Corporations Code (the “Corporations Code”) and the delivery by the Plaintiff and the Company of the Stipulation of Dismissal in settlement of the Claims, the Company shall issue and deliver to the Plaintiff shares of its Common Stock or Series A Preferred Stock (the “Settlement Shares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Agreement, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Remittance Amount shall mean sixty five percent (65%) of Net Proceeds of the sale of Settlement Shares. On July 10, 2026, after a Fairness Hearing, the Superior Court of California issued an order approving issuance of the Settlement Shares pursuant to Section 3(a) (10) of the Act and Section 25142 of the Corporations Code.

On July 13, 2026 Regen Biopharma Inc. (the “Company”) filed a CERTIFICATE OF DESIGNATION (“Certificate of Designations”) with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series N Preferred Stock” (hereinafter referred to as “Series N Preferred Stock”).

The Board of Directors of the Company have authorized 1,000 shares of the Series N Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series N Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series N Preferred Stock owned by such holder times seventy five million (75,000,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series N Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

On July 6, 2026, the Company issued 55,394,667 Common Shares in satisfaction of $2,200 of principal convertible indebtedness, $124 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

On July 7, 2026, the Company issued 57,161,333 Common Shares in satisfaction of $2,300 of principal convertible indebtedness, $130 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

On July 9, 2026, the Company issued 60,696,333 Common Shares in satisfaction of $2,500 of principal convertible indebtedness, $142 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

On July 13, 2026, the Company issued 64,248,333 Common Shares in satisfaction of $2,700 of principal convertible indebtedness, $155 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

On July 15, 2026, the Company issued 67,788,833 Common Shares in satisfaction of $2,900 of principal convertible indebtedness, $167 of accrued interest on principal convertible indebtedness and $1,000 of fees incurred pursuant to terms and conditions of convertible notes issued by the Company.

On July 31, 2026, the Company issued 130,000,000 Common Shares in satisfaction of $4,100 of principal convertible indebtedness and $3,694 of accrued interest on principal convertible indebtedness.

On August 11, 2026, the Company issued 110,000,000 Common Shares in satisfaction of $5,580 of principal convertible indebtedness and $1,020 of accrued interest on principal convertible indebtedness.

Between July 13, 2026, and July 16, 2026, the Company issued 800 Series N Preferred Shares to David Koos, the Company’s CEO, as a Bonus.

On July 28, 2026 the Company issued 15,321,000 Series A Preferred shares to Trillium Partners LP, the Plaintiff in that previously mentioned legal action filed April 13, 2026, in accordance with the terms and conditions of that Settlement and Mutual Release Agreement entered into by and between Trillium Partners LP and the Company.