SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Going Concern Matters | Going Concern Matters
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), which assume the Company’s ongoing operations as a going concern. The Company incurred a net comprehensive loss of $1,274,502 during the twelve months ended September 30, 2025, and has an accumulated deficit of $22,305,331 as of June 30, 2026. For the nine months ended June 30, 2026, the Company incurred an operating loss of $680,805 and used $285,244 of cash in operating activities.
Management intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed. There are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements. If funds from operations and any private placements, public offerings, or loans prove insufficient, the Company will need to explore alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.
Due to uncertainties related to these issues, substantial doubt persists regarding the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.
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| Basis of Preparation | Basis of Preparation
The unaudited condensed financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end. Certain information and footnote disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes have been condensed or omitted in this accompanying interim unaudited condensed consolidated financial statements and footnotes. Accordingly, the accompanying interim unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on December 30, 2025.
In the opinion of management, these interim unaudited condensed consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period
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| Principles of Consolidation | Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of KCL Therapeutics, Inc., (“KCL”) a Nevada corporation and wholly owned subsidiary of Regen. Significant intercompany transactions have been eliminated.
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| Use of Estimates | Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our unaudited condensed consolidated financial statements and the accompanying notes. Such estimates include expected credit loss on accounts receivables, accrued liabilities, income taxes, fair value of derivate liability and deferred tax valuation allowances. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.
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| Fair Value Measurements | Fair Value Measurements
The estimated fair values of financial instruments reported in the unaudited condensed consolidated financial statements have been determined using available market information and valuation methodologies, as applicable.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value based upon the following fair value hierarchy:
As of June 30, 2026 and September 30, 2025 the following table represents the Company’s fair value hierarchy for items that are required to be measured at fair value on a recurring basis:
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| Derivative Liability | Derivative Liability
The Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging. 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.
The Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded derivative is recognized as of June 30, 2026 utilized the following inputs:
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| Income Taxes | Income Taxes
The Company accounts for income taxes using the liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
As of June 30, 2026, the Company’s deferred tax assets primarily consisted of net operating loss carryforwards. Based on the weight of available evidence, management determined that it is more likely than not that the deferred tax assets will not be realized, and accordingly, a full valuation allowance has been recorded against its deferred tax assets.
The Company accounts for uncertainty in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. Open tax years remain subject to examination by major tax authorities until the expiration of the applicable statute of limitations. As of June 30, 2026, the Company had no unrecognized tax benefits or uncertain tax positions, and does not expect any significant changes in uncertain tax positions within the next twelve months.
The Company recognizes interest and penalties related to unrecognized tax benefits, if any, as a component of income tax expense in accordance with ASC 740.
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| Net Loss Per Share |
The Company’s basic net loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding during the period without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss available to common shareholders by the weighted-average number of shares of common stock outstanding, adjusted for the dilutive effect of all potential shares of common stock. In periods in which the Company reports a net loss, all potential common shares are excluded from the calculation of diluted loss per share, as their effect would be anti-dilutive. As such, for the quarters ended June 30, 2026, and 2025, the Company’s diluted net loss per share was the same as the basic net loss per share, as there were no common stock equivalents outstanding that would have a dilutive effect.
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| Advertising | Advertising
Advertising costs are expensed as incurred in accordance with ASC 720-35. The Company does not capitalize any advertising costs.
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| Revenue Recognition | Revenue Recognition
The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company. Revenue attributable to minimum annual royalties and anniversary fees arising from the license granted to Zander Therapeutics, Inc. are recognized quarterly on a straight line basis over the course of the fiscal year. Revenues attributable to licenses granted to Oncology Pharma, Inc. are recognized on a straight line basis over the term of the licenses.
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| Research and Development Cost | Research and Development Cost
Research and development (R&D) costs are expensed as incurred. R&D costs are related to the Company’s internally funded development of the Company’s product developments and patents.
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| Stock-Based Compensation |
The Company accounts for share-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, Share-based Payment, which requires all share-based payments to employees and non-employees, including grants of employee stock options and restricted stock, to be recognized in the unaudited condensed consolidated financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option. If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period.
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| Segment Reporting | Segment Reporting
FASB ASC Topic 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating segments. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.
The Company views its operations and manages its business as one operating segment, focused on the development of regenerative medical applications.
Segment profit or loss is measured as the Company’s net loss as reported on the Company’s Consolidated Statements Operations. The Company monitors its cash and cash equivalents as reported on the Company’s Balance Sheets to determine funding for its research and development activities.
The CODM assesses Company performance through the achievement of development goals. In addition to the Company’s Consolidated Statement Operations, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation. At the current time, the Company has only one reportable segment, primarily in the development of regenerative medical applications
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| Recent Accounting Pronouncements | Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”), and in January 2025, the FASB issued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the effect of adopting the new disclosure requirements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
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