RGBPP / Regen BioPharma, Inc. - Preferred Stock - Документы SEC, Годовой отчет, Доверенное заявление

REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE

Exhibit 3 BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

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Exhibit 18

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Exhibit 16

REGEN BIOPHARMA, INC 6% CONVERTIBLE REDEEMABLE NOTE DUE JULY 28 2026

EXHIBIT 28 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $130,000.

POLICY ON ETHICS AND BUSINESS CONDUCT

Exhibit 4 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. Code of Eth

COMMON STOCK PURCHASE AGREEMENT

Exhibit 22 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is entered into as of September 12, 2023 by and between REGEN BIOPHARMA INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Nevada 7389 45-5192997 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 4700 Spring Street, Suite 304, La Mesa, California, 91942 (619) 722-5505

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC.

Exhibit 14 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”).

BRANDEN T. BURNINGHAM ATTORNEY AT LAW 933 SOUTH CONNOR STREET SALT LAKE CITY, UTAH 84108

Exhibit 27 BRANDEN T. BURNINGHAM ATTORNEY AT LAW 933 SOUTH CONNOR STREET SALT LAKE CITY, UTAH 84108 TELEPHONE (385) 355-5189 E-MAIL [email protected] WWW.BURNINGHAMLAWGROUP.COM August 21, 2025 David Koos, Chairman and CEO Regen Biopharma, Inc. 4700 Spring Street, Suite 304 La Mesa, California 91942 Re: Regen Biopharma, Inc., a Nevada corporation (the “Company”) Dear Mr. Koos: I refer to the above

SECURITIES PURCHASE AGREEMENT

Exhibit 24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”).

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Exhibit 19

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Exhibit 11

10% PROMISSORY NOTE

Exhibit 25 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

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Exhibit 9

10% PROMISSORY NOTE

Exhibit 21 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC.

Exhibit 12 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“Lic

AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC.

Exhibit 15 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and Onc

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Exhibit 10

CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 7 Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

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Exhibit 17

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Exhibit 20

CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 6 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 5 CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

PROMISSORY NOTE

Exhibit 29 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

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Exhibit 23

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Exhibit 1

CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 8 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

LICENSE ASSIGNMENT AND CONSENT AGREEMENT

Exhibit 13 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 26 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation in this Offering Statement on Form 1-A of our report dated May 13, 2025, relating to the financial statements of Regen Biopharma, Inc.

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Exhibit 2

August 12, 2025

August 12, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Regen Biopharma, Inc. Withdrawal of Offering Statement on Form 1-A File No. 024-12505 Ladies and Gentlemen: Pursuant to Rule 259(a) under Regulation A of the Securities Act of 1933, as amended, Regen Biopharma, Inc. (the “Company”) hereby respectfully requests the w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact n

Convertible Promissory Note

Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

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): August 5, 2025 REGEN BIOPHARMA, I

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): August 5, 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)

Convertible Promissory Note

EXHIBIT 10.1 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”) US $130,0

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): July 28, 2025 REGEN BIOPHARMA, IN

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): July 28, 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)

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, IN

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)

2025 Settlement Agreement

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Amendment No. 2 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Amendment No. 2 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-191725 REGEN BIOPHARMA, INC (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact name of sma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 333-191725 REGEN BIOPHARMA, INC. (Name of sm

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): May 13, 2025 REGEN BIOPHARMA, INC

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): May 13, 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) (

Changes in Registrant's Certifying Accountant

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): March 31, 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)

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Exhibit 16

CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 6 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

SECURITIES PURCHASE AGREEMENT

Exhibit 24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”).

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Exhibit 17

LICENSE ASSIGNMENT AND CONSENT AGREEMENT

Exhibit 13 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc.

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC.

Exhibit 12 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“Lic

AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC.

Exhibit 15 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and Onc

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Exhibit 9

10% PROMISSORY NOTE

Exhibit 25 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

COMMON STOCK PURCHASE AGREEMENT

Exhibit 22 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is entered into as of September 12, 2023 by and between REGEN BIOPHARMA INC.

INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 26 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A of our report dated October 24, 2024, with respect to the consolidated balance sheets of Regen Biopharma, Inc.

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Exhibit 1

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 5 CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

10% PROMISSORY NOTE

Exhibit 21 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE

Exhibit 3 BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A POS (Post Qualification Amendment No.1) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A POS (Post Qualification Amendment No.1) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Nevada 7389 45-5192997 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4700 Spring Street, Suite 304, L

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Exhibit 23

POLICY ON ETHICS AND BUSINESS CONDUCT

Exhibit 4 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. Code of Eth

CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 8 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC.

Exhibit 14 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”).

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Exhibit 11

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Exhibit 2

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Exhibit 19

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Exhibit 18

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Exhibit 10

CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 7 Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

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Exhibit 20

OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: December 10, 2024 Supplement dated February 24, 2025

Filed Pursuant to Rule 253(g)(1) File Number: 024-12505 OFFERING CIRCULAR SUPPLEMENT NO.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Amendment No. 1 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Amendment No. 1 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-191725 REGEN BIOPHARMA, INC (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-191725 REGEN BIOPHARMA, INC (Exact name of registrant as specified in it

Via Edgar

Via Edgar Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549-7410 Attn: Joe McCann Lauren Hamill December 9, 2024 Re: Regen BioPharma, Inc. Offering Statement on Form 1-A/A File No.: 024-12505 Dear Mr. McCann and Ms. Hamill Regen Biopharma, Inc. (the “Company”) hereby requests qualification of the above-referenced offering statement at 9:30 a.m., Eastern Time, on December

Results of Operations and Financial Condition

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): October 28, 2024 REGEN BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Nevada 45-5192997 (State or other jurisdiction of incorporation or organizatio

Accumulated Other

Exhibit 99.1 REGEN BIOPHARMA , INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2024 (unaudited) ASSETS CURRENT ASSETS Cash $ 716 Accounts Recievable, Related Party 94,873 Note Receivable, Related Party Prepaid Expenses 59,289 Prepaid Rent 5,000 Total Current Assets 159,878 OTHER ASSETS Investment Securities, Related Party 17,733 Total Other Assets 17,733 TOTAL ASSETS $ 177,611 LIABILITIES

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Exhibit 1

SECURITIES PURCHASE AGREEMENT

Exhibit 24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”).

CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 8 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC.

Exhibit 12 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“Lic

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Exhibit 17

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC.

Exhibit 14 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”).

COMMON STOCK PURCHASE AGREEMENT

Exhibit 22 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is entered into as of September 12, 2023 by and between REGEN BIOPHARMA INC.

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Exhibit 23

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A (Amendment No. 2) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A (Amendment No. 2) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Nevada 7389 45-5192997 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4700 Spring Street, Suite 304, La Mesa, California, 91

Amendment to Certificates of Designation Series A Preferred Stock and Series M Preferred Stock

Exhibit 9

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Exhibit 10

Convertible Note 1

Exhibit 16

CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 6 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

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Exhibit 19

Bylaws of the Registrant

Exhibit 3 BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

Mr. Joe McCann

November 21, 2024 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Ms.

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Exhibit 2

Certificate of Designation Series M Preferred

Exhibit 7 Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

10% PROMISSORY NOTE

Exhibit 25 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 26 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A of our report dated October 24, 2024, with respect to the consolidated balance sheets of Regen Biopharma, Inc.

AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC.

Exhibit 15 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and Onc

ADD EXHB

Exhibit 20

LICENSE ASSIGNMENT AND CONSENT AGREEMENT

Exhibit 13 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc.

BRANDEN T. BURNINGHAM ATTORNEY AT LAW 933 SOUTH CONNOR STREET SALT LAKE CITY, UTAH 84108 TELEPHONE (385) 355-5189 E-MAIL [email protected]

Exhibit 27 BRANDEN T. BURNINGHAM ATTORNEY AT LAW 933 SOUTH CONNOR STREET SALT LAKE CITY, UTAH 84108 TELEPHONE (385) 355-5189 E-MAIL [email protected] WWW.BURNINGHAMLAWGROUP.COM November 11, 2024 David Koos, Chairman and CEO Regen Biopharma, Inc. 4700 Spring Street, Suite 304 La Mesa, California 91942 Re: Regen Biopharma, Inc., a Nevada corporation (the “Company”) Dear Mr. Koos: I refer to the abo

Code of Ethics

Exhibit 4 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. Code of Eth

ADD EXHB

Exhibit 18

10% PROMISSORY NOTE

Exhibit 21 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 5 CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

Amendment to Certificates of Designation Series AA Preferred Stock and Series NC Preferred Stock

Exhibit 11

ADD EXHB

Exhibit 9

ADD EXHB

Exhibit 23

ADD EXHB

Exhibit 10

LICENSE ASSIGNMENT AND CONSENT AGREEMENT

Exhibit 13 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc.

CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 6 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

ADD EXHB

Exhibit 16

COMMON STOCK PURCHASE AGREEMENT

Exhibit 22 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is entered into as of September 12, 2023 by and between REGEN BIOPHARMA INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A (Amendment No. 1) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A (Amendment No. 1) REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Nevada 7389 45-5192997 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4700 Spring Street, Suite 304, La Mesa, California, 91

ADD EXHB

Exhibit 11

ADD EXHB

Exhibit 20

ADD EXHB

Exhibit 1

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC.

Exhibit 12 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“Lic

ADD EXHB

Exhibit 2

POLICY ON ETHICS AND BUSINESS CONDUCT

Exhibit 4 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. Code of Eth

INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 26 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in this Offering Statement on Form 1-A of our report dated October 24, 2024, with respect to the consolidated balance sheets of Regen Biopharma, Inc.

AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC.

Exhibit 15 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and Onc

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC.

Exhibit 14 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”).

CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 8 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

ADD EXHB

Exhibit 19

ADD EXHB

Exhibit 17

REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE

Exhibit 3 BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

10% PROMISSORY NOTE

Exhibit 25 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

ADD EXHB

Exhibit 18

SECURITIES PURCHASE AGREEMENT

Exhibit 24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”).

CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 7 Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

10% PROMISSORY NOTE

Exhibit 21 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 5 CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

Other Events

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): September 18, 2024 REGEN BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Nevada 45-5192997 (State or other jurisdiction of incorporation or organizat

ADD EXHB

Exhibit 18

ADD EXHB

Exhibit 23

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC.

Exhibit 14 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”).

ADD EXHB

Exhibit 16

POLICY ON ETHICS AND BUSINESS CONDUCT

Exhibit 4 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. Code of Eth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Nevada 7389 45-5192997 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 4700 Spring Street, Suite 304, La Mesa, California, 91942 (619) 722-5505

ADD EXHB

Exhibit 10

CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 7 Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

ADD EXHB

Exhibit 20

ADD EXHB

Exhibit 11

10% PROMISSORY NOTE

Exhibit 21 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC.

Exhibit 15 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and Onc

CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 8 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

ADD EXHB

Exhibit 9

10% PROMISSORY NOTE

Exhibit 25 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MA

LICENSE ASSIGNMENT AND CONSENT AGREEMENT

Exhibit 13 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc.

AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC.

Exhibit 12 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“Lic

ADD EXHB

Exhibit 19

ADD EXHB

Exhibit 1

CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 5 CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

ADD EXHB

Exhibit 17

REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE

Exhibit 3 BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

SECURITIES PURCHASE AGREEMENT

Exhibit 24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”).

COMMON STOCK PURCHASE AGREEMENT

Exhibit 22 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is entered into as of September 12, 2023 by and between REGEN BIOPHARMA INC.

ADD EXHB

Exhibit 2

CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 6 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 4, 2024 REGEN BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Nevada 45-5192997 (State or other jurisdiction of incorporation or organizati

Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2024, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (the “Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exem

10% PROMISSORY NOTE

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact name of small b

NOTE PAYABLE ZANDER $15,000

Exhibit 10.1 PROMISSORY NOTE (“NOTE”) - 10% SIMPLE INTEREST MAY 3, 2024 $15,000 September 20, 2021 For VALUE RECEIVED, REGEN BIOPHARMA, INC. (“Borrower”) promises to pay to Zander Therapeutics, Inc. (“Lender”) the principal sum of Fifteen Thousand Dollars ($15,000) with accrued simple interest at the rate of 10% percent per annum on the balance. The said principal and accrued interest shall be pay

NOTE PAYABLE ZANDER $25,000

Exhibit 10.2 PROMISSORY NOTE (“NOTE”) - 10% SIMPLE INTEREST JUNE 5, 2024 $25,000 September 20, 2021 For VALUE RECEIVED, REGEN BIOPHARMA, INC. (“Borrower”) promises to pay to Zander Therapeutics, Inc. (“Lender”) the principal sum of Twenty Five Thousand Dollars ($25,000) with accrued simple interest at the rate of 10% percent per annum on the balance. The said principal and accrued interest shall b

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Prospectus Supplement No. 8 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated May 29, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information

Changes in Registrant's Certifying Accountant

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): May 28, 2024 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) (

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): May 20, 2024 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) (

Amendment to Articles of Incorporation

Exhibit 3(i) 1 2 3

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Prospectus Supplement No. 7 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated May 23, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information

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): May 10, 2024 REGEN BIOPHARMA, INC

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): May 10, 2024 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) (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Prospectus Supplement No. 6 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated May 10, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information

Amendment to Sublease

EXHIBIT 10.2 AMENDMENT ( “Amendment”) TO SUBLEASE AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND BST PARTNERS WHEREAS 1) Regen BioPharma, Inc. (“Subtenant”) and BST Partners (Sublessor) are party to that sublease agreement (“Sublease Agreement”) effective as of January 14, 2022 2) Subtenant agrees that in addition to the base rent of $5,000 per month to be paid by Subtenant to Sublessor Subten

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Prospectus Supplement No. 5 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated April 29, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the informati

Agreement with Value Quest Inc.

EXHIBIT 10.1 Consultant’s Fee Agreement AGREEMENT (“Agreement”) made this 26th day of April, 2024 by and between Value Quest, Inc. ( a Maryland corporation) hereinafter referred to as the "Consultant", and Regen BioPharma, Inc.(a Nevada corporation), hereinafter referred to as the "Company”. Company and Consultant may be collectively referred to as “Parties” and individually referred to as “Party”

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): April 26, 2024 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)

Sublease Agreement

Exhibit 10.3 SUBLEASE AGREEMENT This is an agreement to sublet office space located at 4 700 Spring Street, Suite 304, La Mesa, California 9 I 942 according to the terms specified below. The sublessor agrees to sublet and the subtenant agrees to take the premises described below. Both parties agree to keep, perform and fulfill the promises, conditions and agreements below: 1. The sublessor is: BST

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Prospectus Supplement No. 4 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated January 19, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the informa

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact name of small

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): February 7, 2024 REGEN BIOPHARMA,

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): February 7, 2024 REGEN BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Nevada 45-5192997 (State or other jurisdiction of incorporation or organizatio

REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock

Prospectus Supplement No. 3 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated February 9, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information contained in the Company’s (i) prospectus, dated Octo

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA INC (Exact name of small

REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock

Prospectus Supplement No. 2 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated January 19, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information contained in the Company’s (i) prospectus, dated Octo

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR

United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to . Commission file number: 333-191725 REGEN BIOPHARMA, INC. (Name of sm

REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock

Prospectus Supplement No. 1 to Resale Prospectus dated October 2, 2023 Registration File No. 333-274675 Filed Pursuant to Rule 424(b)(3) REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock This Prospectus Supplement, dated November 20, 2023, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information contained in the Company’s (i) prospectus, dated Oct

PROSPECTUS DATED OCTOBER 2, 2023 REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274675 PROSPECTUS DATED OCTOBER 2, 2023 REGEN BIOPHARMA, INC. Up to 1,126,954 Shares of Common Stock Coventry Enterprises, LLC (“Coventry”) (the selling shareholder identified in this prospectus) may offer up to 1,126,954 shares of the Company’s common stock, par value $0.001, of which (a) 1,001,954 shares may be issued to Coventry in connectio

September 27, 2023

September 27, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Dillon Hagius Re: Regen Biopharma, Inc.

Transfer Agent Letter

Regen BioPharma Inc. 4700 Spring Street Suite 304 La Mesa, CA 91942 Via E-mail: [email protected] Nevada Agency and Transfer Company 50 West Liberty Street, Suite 880 Reno, NV 89501 Attn: Restricted Securities Department Re: Irrevocable Transfer Agent Instructions Ladies and Gentlemen: Regen Biopharma, Inc, a Nevada corporation (the "Compan}'"), and Coventryy Enterprises, LLC, a Delaware limited liab

Amendment to Certificates of Designation Series AA Preferred Stock and Series NC Preferred Stock

Exhibit 3(i)(9) 1 2 3 4

Code of Ethics

Exhibit 14.1 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. , Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. C

Convertible Note 2

Exhibit 10.6 1 2 3 4 5 6

Convertible Note 1

Exhibit 10.5 1 2 3 4 5 6

Bylaws of the Registrant

Exhibit 3(ii) BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

Amendment to Certificates of Designation Series A Preferred Stock and Series M Preferred Stock

Exhibit 3(i)7 1 2

Certificate of Designation Series M Preferred

Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

License Agreement Oncology Pharma KCL

Exhibit 10.4 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and O

Assignment License Agreement Regen Zander

Exhibit 10.2 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this ”Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc. ( “Licensee”), Regen Biopharma, Inc. (“Licensor”) and KCL Therapeutics, Inc. (“Assignee”) WHEREAS, Licensor has assigned to Assignee all right title and interest to the intellectual property listed in

License Agreement Regen Zander

Exhibit 10.1 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“L

Certificate of Designation Series AA Preferred

Exhibit 3(i)4 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

Convertible Note 4

Exhibit 10.8 1 2 3 4 5 6

Convertible Note 5

Exhibit 10.10 1 2 3 4 5 6

Certificate of Designation Series NC Preferred

Exhibit 3(i)6 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

CALCULATION OF REGISTRATION FEE

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount To Be Registered (1) Proposed Maximum Offering Price Per Share(1)(2) Proposed Maximum Aggregate Offering Price Aggregate Amount of Registration Fee(2) Common Stock, par value $0.

Certificate of Change effective March 6, 2023

Exhibit 3(i)8 1 2 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REGEN BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 7389 45-5192997 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number) incorporation or organization) Classification Code Number) 4700

Articles of Incorporation

Exhibit 3(i)

Convertible Note 3

EXHIBIT 10.7 1 2 3 4 5 6

Amendment to Articles of incorporation

Exhibit 3(i)2

License Agreement Oncology Pharma Regen

Exhibit 10.3 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”

CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK REGEN BIOPHARMA, INC. (PURSUANT TO NRS 78.1955)

Exhibit 3(i)6 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

Convertible Note Zander Therapeutics, Inc.

Exhibit 10.9 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Regen BioPharma, Inc., a Nevada corporation (the “Issuer” of this Security) issues this Security and promises to pay to Zander Therapeutics, Inc., a Nevada corporation, or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only up

Certificate of Designation Series A Preferred

Exhibit 3(i)(3) CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

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): September 12, 2023 REGEN BIOPHARM

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): September 12, 2023 REGEN BIOPHARMA, INC. (Exact name of small business issuer as specified in its charter) Nevada 45-5192997 (State or other jurisdiction of incorporation or organizat

Registration Rights Agreement

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of September 12, 2023, by and between Regen Biopharma, Inc., a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (together with it permitted assigns, the “Investor”) (the Company and Investor each a “Party” and together the “Parties”). Cap

Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 12, 2023, between REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), and Coventry Enterprises, LLC, a Delaware limited liability company (“Investor”). WITNESSETH WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon an exempti

Equity Line Agreement

Exhibit 10.3 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the “Agreement”) is entered into as of September 12, 2023 by and between REGEN BIOPHARMA INC., a Nevada corporation (the “Company”), and COVENTRY ENTERPRISES, LLC, a Delaware limited liability company (the “Investor”). The Company and Investor may be referred to herein as each a “Party” and collectively, the “Partie

PROMISSORY NOTE/COVENTRY ENTERPRISES LLC

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES THAT MAY BE CONVERTED (SOLELY UPON AN EVENT OF DEFAULT IN THE ISSUER’S REPAYMENT OBLIGATIONS HEREUNDER) HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact name of small b

REGEN BIOPHARMA, INC. 4700 Spring Street, Suite 304, La Mesa, California, 91942

REGEN BIOPHARMA, INC. 4700 Spring Street, Suite 304, La Mesa, California, 91942 July 24, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street N.W. Washington, D.C. 20549 Re: Regen Biopharma, Inc. Registration Statement on Form S-1, Registration No. 333-271234 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended

PROSPECTUS DATED MAY 15, 2023 REGEN BIOPHARMA, INC. 1,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No: 333-271234 PROSPECTUS DATED MAY 15, 2023 REGEN BIOPHARMA, INC.

May 11, 2023

May 11, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Doris Stacey Gama Re: Regen Biopharma, Inc.

REGEN BIOPHARMA, INC. 4700 Spring Street, Suite 304, La Mesa, California, 91942

REGEN BIOPHARMA, INC. 4700 Spring Street, Suite 304, La Mesa, California, 91942 May 02, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Doris Stacey Gama Re: Regen Biopharma, Inc. Registration Statement on Form S-1 Filed April 13, 2023 File No. 333-271234 Dear Ms. Gama, In response to the comments of the Staff (

AMENDMENT NUMBER 1: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1/A REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

AMENDMENT NUMBER 1: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File No. 333-191725 REGEN BIOPHARMA, INC. (Exact name of small

Certificate of Designation Series M Preferred

Exhibit 3(i)5 CERTIFICATE OF DESIGNATIONS OF THE SERIES M PREFERRED STOCK OF REGEN BIOPHARMA, INC.

License Agreement Regen Zander

Exhibit 10.1 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of June 23, 2015 (the “Effective Date”), is made and entered into by and between Regen BioPharma Inc., an Nevada corporation (“Licensor”) and Zander Therapeutics Inc., a Nevada corporation (“L

Bylaws of the Registrant

Exhibit 3(ii) BY-LAWS OF REGEN BIOPHARMA INC A NEVADA CORPORATION ARTICLE ONE OFFICES Section 1.

Convertible Note Zander Therapeutics, Inc.

Exhibit 10.9 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, Regen BioPharma, Inc., a Nevada corporation (the “Issuer” of this Security) issues this Security and promises to pay to Zander Therapeutics, Inc., a Nevada corporation, or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only up

Assignment License Agreement Regen Zander

Exhibit 10.2 LICENSE ASSIGNMENT AND CONSENT AGREEMENT THIS LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this ”Agreement”), is entered into as of December 17, 2018, by and among Zander Therapeutics, Inc. ( “Licensee”), Regen Biopharma, Inc. (“Licensor”) and KCL Therapeutics, Inc. (“Assignee”) WHEREAS, Licensor has assigned to Assignee all right title and interest to the intellectual property listed in

License Agreement Oncology Pharma KCL

Exhibit 10.4 AGREEMENT BY AND BETWEEN KCL THERAPEUTICS, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of Regen BioPharma Inc. (“Licensor”) and O

Convertible Note 5

Exhibit 10.10 1 2 3 4 5 6

Convertible Note 2

Exhibit 10.6 1 2 3 4 5 6

Code of Ethics

Exhibit 14.1 POLICY ON ETHICS AND BUSINESS CONDUCT Regen Biopharma Inc. , Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. The values embodied by the Regen Biopharma , Inc. C

Articles of Incorporation

Exhibit 3(i)

Amendment to Certificates of Designation Series A Preferred Stock and Series M Preferred Stock

Exhibit 3(i)7 1 2

Amendment to Certificates of Designation Series AA Preferred Stock and Series NC Preferred Stock

Exhibit 3(i)(9) 1 2 3 4

Form of Subscription Agreement

Exhibit 99.1 DIRECT OFFERING SUBSCRIPTION AGREEMENT The undersigned (the “Subscriber”), desires to become a holder of shares of common stock (the “Shares”) of REGEN BIOPHARMA, INC, a Nevada corporation (the “Company”), having its principal place of business located at 4700 Spring Street, St 304, La Mesa, California 91942 Accordingly, the Subscriber hereby agrees as follows: 1. Subscription. 1.1 Th

Certificate of Designation Series A Preferred

Exhibit 3(i)(3) CERTIFICATE OF DESIGNATIONS OF THE SERIES A PREFERRED STOCK OF REGEN BIOPHARMA, INC.

CALCULATION OF REGISTRATION FEE

EX-FILING FEES 11 exfilingfees.htm FEE TABLE CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Amount To Be Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Aggregate Amount of Registration Fee Common Stock, par value $0.0001 per share 1,000,000 $ 2.00 $ 2,000,000 $ 220.40

Convertible Note 4

Exhibit 10.8 1 2 3 4 5 6

License Agreement Oncology Pharma Regen

Exhibit 10.3 AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ONCOLOGY PHARMA INC. THIS LICENSE AGREEMENT, including the exhibits referred to herein and attached hereto (the “Agreement”), effective as of April 7, 2021 (the “Effective Date”), is made and entered into by and between Regen BioPharma, Inc., a Nevada corporation (“Licensor”) and Oncology Pharma, Inc., a Nevada corporation (“Licensee”

Convertible Note 3

EXHIBIT 10.7 1 2 3 4 5 6

Certificate of Designation Series AA Preferred

Exhibit 3(i)4 CERTIFICATE OF DESIGNATIONS OF THE SERIES AA PREFERRED STOCK OF REGEN BIOPHARMA, INC.

Certificate of Change effective March 6, 2023

Exhibit 3(i)8 1 2 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REGEN BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Nevada 7389 45-5192997 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification Number) incorporation or organization) Classification Code Number) 4700

Convertible Note 1

Exhibit 10.5 1 2 3 4 5 6

Amendment to Articles of incorporation

Exhibit 3(i)2

Certificate of Designation Series NC Preferred

Exhibit 3(i)6 CERTIFICATE OF DESIGNATIONS OF THE NONCONVERTIBLE SERIES NC PREFERRED STOCK OF REGEN BIOPHARMA, INC.

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): March 17, 2023 REGEN BIOPHARMA, I

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): March 17, 2023 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)