UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 4.02 Non-Reliance on Previously Issued Financial Statements.
On May 13, 2025 the Board of Directors of Regen Biopharma, Inc. (the “Company”) concluded that the previously issued unaudited Balance Sheet, Statement of Operations, Statement of Shareholders Equity ( Deficit) and Statement of Cash Flow for the year ended September 30, 2024 filed with the Company’s Form 8-k dated November 20, 2024 should not be relied upon.
The Company determined that the following revisions are required
The value given to 249,915 common shares issued as nonemployee compensation has been adjusted to $0.1499 per share
The market price utilized in calculating Derivative Liability as of September 30, 2024 has been corrected to $0.1027 per share.
$204,847 in Unrealized Losses on Investment Securities has been reclassified as Other Comprehensive Income
REGEN BIOPHARMA , INC.
CONSOLIDATED BALANCE SHEETS
| Originally Presented | Restated | |||||||||||
As of September 30, 2024 | Adjustments | As of September 30, 2024 | ||||||||||
| ASSETS | ||||||||||||
| Current Assets | ||||||||||||
| Cash | $ | 716 | - | $ | 716 | |||||||
| Accounts Receivable, Related Party | 94,873 | - | 94,873 | |||||||||
| Prepaid Assets | 64,289 | (16,527 | ) | 47,762 | ||||||||
| Total Current Assets | 159,878 | (16,527 | ) | 143,351 | ||||||||
| Other Assets | ||||||||||||
| Investment Securities, Related Party | 17,733 | - | 17,733 | |||||||||
| Total Other Assets | 17,733 | - | 17,733 | |||||||||
| TOTAL ASSETS | $ | 177,611 | (16,527 | ) | $ | 161,084 | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts payable | 29,669 | - | 29,669 | |||||||||
| Accrued Expenses | 1,664,827 | - | 1,664,827 | |||||||||
| Notes Payable | 293,819 | - | 293,819 | |||||||||
| Unearned Income | 1,465,171 | - | 1,465,171 | |||||||||
| Unearned Income ( Related Party) | - | - | - | |||||||||
| Derivative Liability | 1,397,274 | 6,816 | 1,404,090 | |||||||||
| Convertible Notes Payable Less unamortized discount | 499,880 | - | 499,880 | |||||||||
| Convertible Notes Payable, Related Parties Less unamortized discount | - | - | - | |||||||||
| Other Current Liabilities | 21,000 | - | 21,000 | |||||||||
| Total Current Liabilities | 5,371,640 | 6,816 | 5,378,456 | |||||||||
| Long Term Liabilities: | ||||||||||||
| Notes Payable | - | - | - | |||||||||
| Total Long Term Liabilities | - | - | - | |||||||||
| TOTAL LIABILITIES | 5,371,640 | 6,816 | 5,378,456 | |||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||
| Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued and outstanding as of September 30,2022 and 3,506,366 shares issued and outstanding as of September 30, 2023. | 527 | - | 527 | |||||||||
| Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30,2022 and September 30, 2023 respectively | - | - | - | |||||||||
| Series A Preferred; 739,000,000 authorized as of September 30, 2023 and 540,000,000 authorized as of September 30, 2022; 293,033 and 409,551 outstanding as of September 30,2022 and September 30, 2023 respectively | 1,011 | - | 1,011 | |||||||||
| Series AA Preferred; $0.0001 par value 600,000 authorized and 34 and 34 outstanding as of September 30, 2022 and September 30,2023 respectively | - | - | - | |||||||||
| Series M Preferred; $0.0001 par value 60,000,000 authorized and 29,338 outstanding as of September 30, 2023 and 60,000,000 authorized and 29,338 outstanding as of September 30, 2022 | 3 | - | 3 | |||||||||
| Series NC Preferred; $0.0001 par value 20,000 authorized and 15,007 outstanding as of September 30, 2023 and 7 outstanding as of September 30,2022 | 2 | - | 2 | |||||||||
| Additional Paid in capital | 14,684,216 | (17,492 | ) | 14,666,724 | ||||||||
| Contributed Capital | 736,326 | - | 736,326 | |||||||||
| Accumulated Other Comprehensive Income | - | (204,847 | ) | (204,847 | ) | |||||||
| Retained Earnings (Deficit) | (20,616,114 | ) | (5,851 | ) | (20,417,118 | ) | ||||||
| Total Stockholders’ Equity (Deficit) | (5,194,030 | ) | (228,191 | ) | (5,217,373 | ) | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 177,611 | (221,374 | ) | $ | 161,084 | ||||||
REGEN BIOPHARMA , INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Originally Presented | Restated | |||||||||||
As of September 30, 2024 | Adjustments | As of September 30, 2024 | ||||||||||
| REVENUES | ||||||||||||
| Revenues | $ | 126,560 | - | $ | 126,560 | |||||||
| Revenues, Related Party | 110,000 | - | 110,000 | |||||||||
| TOTAL REVENUES | 236,560 | - | 236,560 | |||||||||
| COST AND EXPENSES | ||||||||||||
| Research and Development | 153,685 | - | 153,685 | |||||||||
| General and Administrative | 58,920 | - | 58,920 | |||||||||
| Consulting and Professional Fees | 364,927 | (966 | ) | 363,961 | ||||||||
| Rent | 77,215 | - | 77,215 | |||||||||
| Total Costs and Expenses | 654,747 | (966 | ) | 653,781 | ||||||||
| OPERATING INCOME (LOSS) | $ | (418,187 | ) | 966 | $ | (417,221 | ) | |||||
| OTHER INCOME & (EXPENSES) | ||||||||||||
| Interest Expense | (72,445 | ) | - | (72,445 | ) | |||||||
| Interest Expense attributable to Amortization of Discount | 28,998 | (57,996 | ) | (28,998 | ) | |||||||
| Unrealized Gain ( Loss) on sale of Investment Securities | (204,847 | ) | 204,847 | - | ||||||||
| Derivative Income (Expense) | 2,726 | (6,817 | ) | (4,091 | ) | |||||||
| Financing Fees | (145,500 | ) | - | (145,500 | ) | |||||||
| Gain (Loss) on Extinguishment Convertible Debt | - | - | - | |||||||||
| Adjustment | 57,996 | |||||||||||
| TOTAL OTHER INCOME (EXPENSE) | (391,068 | ) | 198,030 | (251,034 | ) | |||||||
| NET INCOME (LOSS) | $ | (809,255 | ) | 198,995 | $ | (668,255 | ) | |||||
The Company’s senior management has discussed the matters disclosed in this Item 4.02 of this Current Report with BCRG Group, the Company’s independent registered public accounting firm.
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: May 13, 2025 | By: | /s/ David Koos |
| David Koos | ||
| Chairman and Chief Executive Officer | ||