Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2025 Regen Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Labrys Fund II LP("Labrys "), pursuant to which Labrys purchased a 6% convertible promissory Note (the "Note") from the Company in the principal amount of $100,000 of which $15,000 was retained by Labrys through an Original Issue Discount. The Note is due and payable on August 5, 2026.

he Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company's shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the "Exchange"), for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date.

The foregoing description of the abovementioned Note is not complete and is qualified in their entirety by reference to the text of the abovementioned Note which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.

Item 3.02 Recent Sales of Unregistered Securities

On August 5, 2025 Regen Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Labrys Fund II LP("Labrys "), pursuant to which Labrys purchased a 6% convertible promissory Note (the "Note") from the Company in the principal amount of $100,000 of which $15,000 was retained by Labrys through an Original Issue Discount. The Note is due and payable on August 5, 2026.

he Holder of this Note is entitled, at its option, , to convert all or any amount of the principal face amount of this Note and interest then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 60% of the lowest trading price of the Common Stock as reported on the OTC Markets on which the Company's shares are then traded or any exchange up-on which the Common Stock may be traded in the future (the "Exchange"), for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date.

The foregoing description of the abovementioned Note is not complete and is qualified in their entirety by reference to the text of the abovementioned Note which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 3.02 by reference.