| CONVERTIBLE NOTES PAYABLE |
7.
CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consisted of the following:
SCHEDULE
OF CONVERTIBLE NOTES
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June
30, 2026 | | |
September
30, 2025 | |
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| Lender 1 – May 5, 2017 – Annual interest rate at 10%, maturity date May 5, 2020 | |
$ | 200,000 | | |
$ | 200,000 | |
| Lender 2 – March 8, 2016 – Annual interest rate at 8%, maturity date March 7, 2019 | |
| 100,000 | | |
| 100,000 | |
| Lender 3 – April 6, 2016 – Annual interest rate at 8%, maturity date April 5, 2019 | |
| 50,000 | | |
| 50,000 | |
| Lender 4 – December 20, 2017 – Annual interest rate at 10%, maturity date December 20, 2020 | |
| 100,000 | | |
| 100,000 | |
| Lender 5 – October 31, 2016 – Annual interest rate at 10%, maturity date October 30, 2018 | |
| 49,880 | | |
| 49,880 | |
| Lender 6 – September 4, 2024 | |
| 127,494 | | |
| 277,875 | |
| Lender 7 – October 28, 2024 | |
| 28,500 | | |
| 28,500 | |
| Lender 8- July 28, 2025 | |
| 38,700 | | |
| 130,000 | |
| Lender 9 - August 5, 2025 | |
| 35,189 | | |
| 100.000 | |
| Total convertible notes payable | |
| 729,763 | | |
| 1,036,255 | |
| Total convertible notes payable | |
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| | |
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| | | |
| | |
| Less – unamortized debt discount | |
| (3,472 | ) | |
| (29,734 | ) |
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| | | |
| | |
| Total convertible notes payable | |
$ | 726,291 | | |
$ | 1,006,521 | |
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i. |
On
May 5, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $200,000
for consideration consisting of $200,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share (“Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $375 per common share as of the date which is the earlier
of:
(i)
One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether
by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock
of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control
transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
As
of June 30, 2026 $200,000 of the principal amount of the Note remains outstanding. |
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ii. |
On
March 8, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note
is three years from the issue date. As of June 30, 2026 $100,000 of the principal amount of the Note remains outstanding |
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iii. |
On
April 6, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum. The maturity of the Note
is three years from the issue date. As of June 30, 2026 $50,000 of the principal amount of the Note remains outstanding. |
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iv. |
On
December 20, 2017 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $100,000
for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the
Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share (“Conversion Price”)
equivalent to the lower of (a) a 75% discount to the closing price of the common stock of the Company on the trading day immediately
prior to the date a conversion notice is given by the Lender to Regen or (b) $37.50 per common share as of the date which is the
earlier of:
(i)
One day subsequent to the execution of an agreement to a transaction whose completion would result in a “Change of Control”
of the Company. For purposes of this Note, a Change of Control shall be defined as any transaction or series of transactions, whether
by merger, sale of substantially all of the assets, or sale or transfer of more than fifty percent (50%) of the outstanding stock
of the relevant entity in which the members of the Board of Directors immediately preceding the closing of the Change of Control
transaction no longer constitute a majority of the Board of Directors of the surviving entity following the closing of such transaction.
(ii)
One day subsequent to the commencement, in compliance with applicable law, of a broad solicitation by a third party to purchase a
majority percentage of the Company’s outstanding equity securities for a limited period of time contingent on shareholders
of the Company tendering a fixed number of their equity securities (“Tender Offer”).
(iii)
That date which is twenty four (24) months subsequent to the date of execution of this Note.
As
of June 30, 2026 $100,000 of the principal amount of the Note remains outstanding. |
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v. |
On
October 31, 2016 (“Issue date”) the Company issued a Convertible Note (“Note”) in the face amount of $50,000
for consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 10% per annum. The maturity of the Note
is two years from the issue date. As of June 30, 2026 $49,880 of the principal amount of the Note remains outstanding. |
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vi. |
Effective
September 4, 2024 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Coventry Enterprises,
LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the “Note”)
from the Company in the principal amount of $250,000 for consideration of $200,000. |
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The
Note carries “Guaranteed Interest” on the principal amount at the rate of 10%
per annum for the 10 ten month term of the Note for an aggregate Guaranteed Interest $25,000. The Principal Amount and the
Guaranteed Interest shall be due and payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and continuing on
the fourth day of each month thereafter (each, a “Monthly Payment Date”) until paid in full not later than September 4,
2025.
Upon
an Event of Default (as such term is defined in the Note) the Note became convertible, in whole or in part, into shares of Common
Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days
preceding a Conversion Date.
As
of June 30, 2026 the Note had a principal balance of $127,494, a decrease attributable to conversions into Common Stock effected
by the Holder. |
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vii. |
On
October 28, 2024 a promissory note in the amount $48,500 (“Note”) was reclassified as a convertible note payable due to a
negotiated change in the terms and conditions of the Note. The Note may be converted into the Common Shares of Regen at a price per share
(“Conversion Price”) equivalent to the lower of (a) a 50% discount to the lowest closing bid price of the common stock of
the Company during the ten reading day period immediately prior to the date a conversion notice is given by the Lender to Regen or (b)
$0.04 per common share. As of June 30, 2026 $28,500 of the principal balance of the Note remained outstanding. |
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viii. |
On
July 28, 2025 Regen Biopharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with CFI Capital LLC (“CFI”), pursuant to which CFI purchased a 6%
convertible promissory Note (the “Note”) from the Company in the principal amount of $130,000
of which $13,000
was retained by CFI through an Original Issue Discount and
of which $4,000
was retained by CFI for legal fees resulting in net consideration
to the Company of $113,000.
The Note is due and payable on July
28, 2026.
The
Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any
amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common
Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 60% of the lowest trading price
of the Common Stock as reported on the OTC Markets on which the Company’s shares are then traded or any exchange up-on which
the Common Stock may be traded in the future (the “Exchange”), for the twenty prior trading days including the day upon
which a Notice of Conversion is received by the Company.
As
of June 30, 2026 the Note had a principal balance of $38,700. The decrease was attributable to conversions into Common Stock effected
by the Holder. |
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ix. |
On
August 5, 2025 the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Labrys Fund II
LP(“Labrys”), pursuant to which Labrys purchased a 6% convertible promissory Note (the “Note”) from the Company
in the principal amount of $100,000 of which $15,000 was retained by Labrys through an Original Issue Discount and of which $3,500
was retained by Labrys for legal fees resulting in net consideration to the Company of $81,500. The Note is due and payable on August
5, 2026.
The
Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest
then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”)
for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which
the Company’s shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the “Exchange”),
for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date.
As
of June 30, 2026 the Note had a principal balance of $35,189. The decrease was attributable to conversions into Common Stock effected
by the Holder. |
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