Regen BioPharma Inc. Files 8-K for Material Definitive Agreement

TL;DR

REFI: Regen BioPharma signs material deal, details TBD.

AI Summary

Regen BioPharma Inc. entered into a material definitive agreement on September 4, 2024. The company, incorporated in Nevada with its principal executive offices in La Mesa, California, filed this 8-K report on September 13, 2024, detailing the agreement. No specific details of the agreement or financial implications were disclosed in the provided text.

Why It Matters

This filing indicates a significant new agreement for Regen BioPharma Inc., which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which suggests significant business activity, but the lack of specific details introduces uncertainty.

Key Players & Entities

• Regen BioPharma Inc. (company) — Filer of the 8-K report
• September 4, 2024 (date) — Date of the earliest event reported
• September 13, 2024 (date) — Date the 8-K report was filed
• La Mesa, California (location) — Location of Regen BioPharma Inc.'s principal executive offices
• Nevada (location) — State of incorporation for Regen BioPharma Inc.

FAQ

Key Financial Figures

• $250,000 — the Company in the principal amount of $250,000 of which $25,000 was retained by Covent
• $25,000 — e principal amount of $250,000 of which $25,000 was retained by Coventry through an Ori
• $27,500 — d payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and con
• $152,000 — ing Days preceding a Conversion Date. $152,000 of the proceeds received has been utili
• $175,000 — oventry by the Company resulting from a $175,000 Note issued to Coventry on September 12

Filing Documents

• form8-k.htm (8-K) — 38KB
• ex10-1.htm (EX-10.1) — 197KB
• ex10-2.htm (EX-10.2) — 168KB
• 0001493152-24-036161.txt ( ) — 650KB
• rgbp-20240904.xsd (EX-101.SCH) — 3KB
• rgbp-20240904_lab.xml (EX-101.LAB) — 33KB
• rgbp-20240904_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED 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 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 1.01 Entry into a Material Definitive Agreement. Effective September 4, 2024 Regen Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Coventry Enterprises, LLC ("Coventry"), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the "Note") from the Company in the principal amount of $250,000 of which $25,000 was retained by Coventry through an Original Issue Discount. The Note carries "Guaranteed Interest" on the principal amount at the rate of 10% per annum for the ten month term of the Note for an aggregate Guaranteed Interest $25,000. The Principal Amount and the Guaranteed Interest shall be due and payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and continuing on the fourth day of each month thereafter (each, a "Monthly Payment Date") until paid in full not later than September 4, 2025. Upon an Event of Default (as such term is defined in the Note) the Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days preceding a Conversion Date. $152,000 of the proceeds received has been utilized to repay an aggregate of $152,000 of outstanding principal indedebteness and interest due to Coventry by the Company resulting from a $175,000 Note issued to Coventry on September 12, 2023. In Connection with the Purchase Agreement the Company issued to Coventry 500,000 common shares ("Commitment Shares"). If The Company has satisfied all the terms of the Note without default the Coventry shall, within 10 calendar days thereafter, return to the Company's treasury for cancellation 350,000 of the Commitment Shares. The foregoing description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference to the text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated in this Item 1.01 by reference. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Purchase Agreement 10.2 Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: September 13, 2024 By: /s/ David Koos 3

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