UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2025
REGEN BIOPHARMA, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 45-5192997 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Commission File No. 333-191725
4700 Spring Street, St 304, La Mesa, California 91942
(Address of Principal Executive Offices)
(619) 722 5505
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02. Unregistered Sale of Equity Securities
On June 10, 2025 Regen Biopharma, Inc.(“Company”} issued 10,000,000 common shares (“Shares”) to David R. Koos, the Company’s Chief Executive Officer. The Shares were issued in settlement of $50,000 salary accrued but unpaid earned by David Koos for services rendered pursuant to that employment agreement entered into by and between the Company and David Koos on February 10, 2015 and to which David Koos and the Company were bound between February 11, 2025 and January 22, 2020.
The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
As a result of the issuance of the Shares as of June 10, 2025 Regen Biopharma, Inc. has 31,554,704 common shares outstanding.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 2025 Settlement Agreement
Exhibit 10.2 2015 Employment Agreement*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
| ● | Incorporated by reference Exhibit 10.2 to that Current Report on Form 8-k filed by the Company on February 13, 2015 |
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: June 11, 2025 | By: | /s/ David Koos |
| David Koos | ||
| Chairman and Chief Executive Officer | ||
EXHIBIT 10.1
Agreement by and between David Koos (“Koos”) and Regen Biopharma, Inc (“Company”)
dated June 9, 2025.
Whereas between February 11, 2015 and January 22, 2020 Koos and the Company were party to that employment agreement dated February 10, 2015 (“Employment Agreement”).
Whereas pursuant to that Employment Agreement Koos was to have been regularly paid salary in the amount of $15,000 per month.
Whereas salary accrued but unpaid in the amount of $457, 113.19 is still due and payable to Koos by the Company such accrued but unpaid salary having been earned by Koos prior to January 22,2020.
Therefore it is agreed as follows:
10,000,000 common shares of the Company shall be issued to Koos in settlement of $50,000 of salary accrued but unpaid.
This Agreement constitutes a final written expression of all the terms of the Agreement between the parties regarding the subject matter hereof, are a complete and exclusive statement of those terms, and supersedes all prior and contemporaneous Agreements, understandings, and representations between the parties.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in California for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the ninth day of June, 2025
| David Koos | Regen Biopharma, Inc. | |||
| By: | /s/ David Koos | By: | /s/ David Koos | |
| David Koos, Chairman and CEO | ||||