08/17/2026 | Press release | Distributed by Public on 08/17/2026 04:22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to" We", "Us", "Company" or the "Company" refer to Regen BioPharma, Inc.
| Three Months Ended | ||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | Changes | ||||||||||||||||||||||
| Amount | Percent of Revenue | Amount | Percent of Revenue | Amount | Percentage | |||||||||||||||||||
| Net revenue: | ||||||||||||||||||||||||
| Revenues | $ | 31,640 | 53.57 | % | $ | 31,640 | 13.38 | % | 0 | 0.00 | % | |||||||||||||
| Revenues, Related Party | $ | 27,425 | 46.43 | % | 27,425 | 11.59 | % | 0 | 0.00 | % | ||||||||||||||
| Net revenue | 59,065 | 100.00 | % | 59,065 | 24.97 | % | 0 | 0.00 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and Development | 0 | 0.00 | % | 0 | 0.00 | % | 0 | 0.00 | % | |||||||||||||||
| General and Administrative | 13,842 | 23.44 | % | 30,697 | 12.98 | % | (16,855 | ) | -121.76 | % | ||||||||||||||
| Consulting and Professional Fees | 20,694 | 35.04 | % | 46,624 | 19.71 | % | (25,930 | ) | -125.30 | % | ||||||||||||||
| Rent | 0 | 0.00 | % | 22,500 | 9.51 | % | (22,500 | ) | -100.00 | % | ||||||||||||||
| Total operating expenses | 34,536 | 58.47 | % | 99,821 | 42.20 | % | (65,285 | ) | -189.03 | % | ||||||||||||||
| Loss from operations | 24,528 | 41.53 | % | (40,756 | ) | -17.23 | % | 65,284 | 266.16 | % | ||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (30,360 | ) | -51.40 | % | -24638 | -10.42 | % | (5,722 | ) | 18.85 | % | |||||||||||||
| Interest Expense attributable to Amortization of Discount | (8,753 | ) | -14.82 | % | -12639 | -5.34 | % | 3,886 | -44.39 | % | ||||||||||||||
| Derivative Income (Expense) | (623,200 | ) | -1055.11 | % | -89259 | -37.73 | % | (533,941 | ) | 85.68 | % | |||||||||||||
| Penalties | 0 | 0.00 | % | 0.00 | % | 0 | 0.00 | % | ||||||||||||||||
| Financing Fees | 0 | 0.00 | % | 0 | -100.00 | % | ||||||||||||||||||
| Total other income (expense), net | (662,313 | ) | -1121.34 | % | (126,536 | ) | -53.49 | % | (535,777 | ) | 80.89 | % | ||||||||||||
| Net Income (Loss) before income taxes | (637,785 | ) | -1079.81 | % | (167,292 | ) | -70.72 | % | (470,493 | ) | 73.77 | % | ||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net Income (Loss) | $ | (637,785 | ) | -1079.81 | % | $ | (167,292 | ) | -70.72 | % | (470,493 | ) | 73.77 | % | ||||||||||
| Nine Months Ended | ||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | Changes | ||||||||||||||||||||||
| Amount | Percent of Revenue | Amount | Percent of Revenue | Amount | Percentage | |||||||||||||||||||
| Net revenue: | ||||||||||||||||||||||||
| Revenues | $ | 94,920 | 53.57 | % | $ | 94,920 | 40.13 | % | 0 | 0.00 | % | |||||||||||||
| Revenues, Related Party | 82,274 | 46.43 | % | 82,275 | 34.78 | % | -1 | 0.00 | % | |||||||||||||||
| Net revenue | 177,194 | 100.00 | % | 177,195 | 74.90 | % | -1 | 0.00 | % | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Research and Development | 212,216 | 119.76 | % | 0 | 0.00 | % | 212,216 | 100.00 | % | |||||||||||||||
| General and Administrative | 277,871 | 156.82 | % | 57,364 | 24.25 | % | 220,507 | 79.36 | % | |||||||||||||||
| Consulting and Professional Fees | 352,912 | 199.17 | % | 267,816 | 113.21 | % | 85,096 | 24.11 | % | |||||||||||||||
| Rent | 15,000 | 8.47 | % | 67,500 | 28.53 | % | (52,500 | ) | -350.00 | % | ||||||||||||||
| Total operating expenses | 857,999 | 484.21 | % | 392,680 | 166.00 | % | 465,319 | 54.23 | % | |||||||||||||||
| Loss from operations | (680,805 | ) | -384.21 | % | (215,485 | ) | -91.09 | % | (465,320 | ) | 68.35 | % | ||||||||||||
| Other income (expense): | ||||||||||||||||||||||||
| Interest Expense | (84,300 | ) | -47.58 | % | (72,319 | ) | -30.57 | % | (11,981 | ) | 14.21 | % | ||||||||||||
| Interest Expense attributable to Amortization of Discount | (26,260 | ) | -14.82 | % | (37,917 | ) | -16.03 | % | 11,657 | -44.39 | % | |||||||||||||
| Derivative Income (Expense) | 177,654 | 100.26 | % | (376,312 | ) | -159.08 | % | 553,966 | 311.82 | % | ||||||||||||||
| Penalties | 0 | 0.00 | % | 0 | 0.00 | % | 0 | 0.00 | % | |||||||||||||||
| Financing Fees | 0 | 0 | 0.00 | % | 0 | -100.00 | % | |||||||||||||||||
| Total other income (expense), net | 67,094 | 37.86 | % | (486,548 | ) | -205.68 | % | 553,642 | 825.17 | % | ||||||||||||||
| Net Income (Loss) before income taxes | (613,711 | ) | -346.35 | % | (702,033 | ) | -296.77 | % | 88,322 | -14.39 | % | |||||||||||||
| 0.00 | % | |||||||||||||||||||||||
| Income tax provision | 0 | 0 | ||||||||||||||||||||||
| Net Income (loss) | $ | (613,711 | ) | -346.35 | % | $ | (702,033 | ) | -296.77 | % | 88,322 | -14.39 | % | |||||||||||
Results of Operations
Three months ended June 30, 2026 and 2025
Revenues
Revenues from continuing operations were $59,065 for the three months ended June 30,2026 and $59,065 for the same period ended 2025. $27,425 of revenue from related parties recognized during the three months ended June 30, 2026 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did $27,425 for the period ended 2025. $31,640 of revenue recognized during both of the three months ended June 30, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expense were $34,536 for the three months ended June 30, 2026 and $ 99,821 for the same period ended 2025. The primary operating expense for 2026 consists of $ 20,694 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were $46,624. During the period ended 2026 General and Administrative expenses amounted to $13,842 constituting the second largest expense recognized during that quarter.
Other Income
For the three months ended March 31 2026, the Company reported a net other loss of $662,313 whereas in the same period ended 2025 the Company reported the net other income (loss) of $(126,536). Net other income for the quarter ended 2026 was primarily driven by Derivative Loss of $623,200 recognized during the quarter ended 2026. The Company also recognized higher interest expense and lower amortization expenses as compared to the quarter ended 2025.
Net Income (Loss)
The Company recognized Profit from Operations of $24,528 during the three months ended June 30, 2026 whereas the Company recognized an Operating Loss of $40,756 for the same period ended 2025. The increase in operating loss during the period ended 2025 relative to the period ended 2026 is larger expenses being incurred in all expense categories.
Net Loss is $ 637,785 for the three months ended June 30, 2026 as opposed to a Net Loss of $167,292 for the same period ended 2025. The difference is primarily attributable to the recognition by the Company of greater Derivative Loss during the period ended in 2026.
Nine Months ended June 30, 2026 and 2025
Revenues
Revenues from continuing operations were $177,194 for the Nine Months ended June 30, 2026 which is essentially equivalent to Revenues from continuing operations for the same period ended 2025. $82,274 of revenue from related parties recognized during the Nine Months ended June 30, 2026 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. as did essentially equivalent revenue from related parties for the period ended 2025. $94,920 of revenue recognized during both of the nine months ended June 30, 2025 and 2026 were recognized pursuant to licenses granted to Oncology Pharma, Inc.
Operating Expenses
Operating Expenses were $857,999 for the Nine Months ended June 30, 2026 and $ 392,680 for the same period ended 2025. The primary operating expense for 2026 consists of $ 352,912 of Consulting & Professional expenses. In the same period in previous year Consulting and Professional fees expenditure were $267,816. During the period ended 2026 General and Administrative expenses amounted to $277,871 constituting the second largest expense recognized during that quarter.
Other Income
For the nine months ended June 30, 2026, the Company reported a net other income of $67,094 whereas in the same period ended 2025 the Company reported the net other expense of $486,548. Net other income for the nine months ended 2026 was primarily driven by Derivative Income of $177,654 recognized during the nine months ended 2026. The Company also recognized higher interest expense and lower amortization expenses as compared to the period ended 2025.
Net Income (Loss)
The Company recognized an Operating Loss of $680,805 during the nine months ended June 30, 2026 whereas the Company recognized an Operating Loss of $215,485 for the same period ended 2025. The increase in operating loss is primarily attributable to an increase in all expense categories other than rent incurred during the period ended 2026 as compared to the period ended in 2025.
Net Loss was $ 613,711 for the nine months ended June 30, 2026 as opposed to a Net Loss of $702,033 for the same period ended 2025. The difference is primarily attributable to the recognition by the Company of Derivative Income during the period ended in 2026.
Working capital deficit decreased by $402,977 from September 30, 2025 to June 30, 2026, primarily due to a decrease in Derivative Liability.
| Nine Months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (285,244 | ) | $ | (223,586 | ) | ||
| Net cash provided by financing activities | 215,927 | 224,631 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (69,317 | ) | $ | 1,045 | |||
Liquidity and Capital Resources
Operating Activities
Net cash used in operating activities for the nine months ended June 30, 2026 was $285,244 compared to $223,586, for the same period ended 2025. The increase in cash used in operating activities is primarily attributable to increased operating expenses incurred by the Company during the nine months ended June 30, 2026 as compared to the same period ended 2025.
Financing Activities
Net cash generated by financing activities for the nine months ended June 30, 2026 was $215,927 which consisted of proceeds from sales of newly issued common stock and borrowings from related parties.
Liquidity & Capital Resources Outlook
As of June 30 2026, the Company had cash of $ 239 and net working deficit of approximately $5.9 million.
The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and it has incurred and expects to continue incur significant research & development cost for products development.
The accompanying financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of June 30, 2026, the Company had cash of approximately $239 and an accumulated deficit of approximately $22 million. The Company has incurred recurring losses, experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company's ability to continue as a going concern for the twelve months from the date of these financial statements.
Capital Expenditure Commitments
As of June 30, 2026 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.