Regen BioPharma, Inc.

RGBP: 10-Q · periodic report

Regen BioPharma's 10-Q carries going-concern doubt, disclosing just $239 of cash at June 30, 2026 against a $22.3 million accumulated deficit, a $5.9 million stockholders' deficit, and a working capital deficit of roughly $5.9 million. Management says substantial doubt persists about its ability to continue without new equity or debt financing. Dilution is extreme: common shares outstanding grew from 39.4 million to 1.13 billion during the nine months ended June 30, 2026, and hit 1.68 billion by August 12, 2026. The company issued 836.3 million shares to settle $306,492 of convertible debt, with toxic notes converting at 60% of the lowest trading price, while carrying a $1.9 million derivative liability valued with a 1,226.67% volatility input. Operating results were weak but stable: nine-month revenue was flat at $177,194 and the net loss narrowed to $613,711 from $702,033, helped by a $177,654 derivative gain, though the June quarter swung to a $637,785 loss on a $623,200 derivative charge. Operating cash burn was $285,244 for the nine months. Other flags include a settled $398,740 lawsuit paid in stock (15.3 million Series A preferred shares to Trillium Partners LP plus a 65% net-proceeds remittance), disclosure controls deemed ineffective by the CEO/CFO, and 800 new Series N preferred shares issued to CEO David Koos as a bonus carrying 75 million votes per share.

SEC 10-Q•2mo ago

RGBP: NT 10-Q · late filing

Regen BioPharma filed a Form 12b-25 (NT 10-Q) notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The company attributes the delay to a review being performed by its public accountant that could not be eliminated without unreasonable effort or expense. Under Rule 12b-25, it expects to file the 10-Q no later than the fifth calendar day after the prescribed due date. Management states that all other required periodic reports over the past 12 months were filed on time and that no significant change in results of operations versus the prior-year period is anticipated. Still, late filings by micro-cap biotechs can precede accounting issues, so investors should watch the delayed 10-Q closely for any going-concern language or restatements.

SEC NT 10-Q•2mo ago

RGBP: 8-K · material agreement

Regen Biopharma entered into a Settlement and Mutual Release Agreement with Trillium Partners to resolve $398,740 in outstanding claims. The company will issue shares of Common Stock or Series A Preferred Stock to the plaintiff to settle the debt, estimated to have a fair market value of approximately $697,795. The company changed its independent auditor from BCRG Group to Simon & Edward LLP following S&E's acquisition of BCRG's attest business. Notably, the prior auditor's report included an explanatory paragraph indicating substantial doubt about the company's ability to continue as a going concern. Regen Biopharma also authorized Series N Preferred Stock, designating 1,000 shares with 75 million votes per share. This structure provides the holders of this series with significant voting power, effectively changing the control dynamics of the corporation.

SEC 8-K•3mo ago

RGBP: 10-Q · periodic report

Regen BioPharma Inc reported a net income of $991,927 for the quarter ended March 31, 2026, but this figure is misleading as it is driven entirely by $1.18 million in unrealized derivative income from convertible notes, masking an operating loss of $153,709 on just $59,065 in revenue. The company faces severe liquidity constraints, holding only $271 in cash against a working capital deficit of $5.3 million and an accumulated deficit of $21.6 million. Management explicitly stated there is substantial doubt about the company's ability to continue as a going concern without additional financing. Further compounding the risk, the company disclosed a $398,740 lawsuit filed in April 2026 and confirmed that its internal controls over financial reporting are ineffective. The CEO, David Koos, serves as the sole officer and director, raising significant governance concerns for this micro-cap biotech issuer.

SEC 10-Q•5mo ago