Annual Transition Report (Form 10-KT)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Plan of Operation

The Company's business is to develop and market Woundcare Healing products.

New Developments

Regenerex Pharma Inc. has entered a pivotal phase of strategic expansion, with multiple initiatives underway to strengthen our market position and operational capabilities. Our business development team has made significant progress in negotiations with our first State Medicaid program. These contracts represent substantial annual revenue. Simultaneously, we are actively engaging with major private insurance networks to secure preferred provider status, which would expand our patient access.

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The Company received certain rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns, and surgical wounds through the November 2021 Asset Purchase Agreement and the August 2023 agreement with related parties. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. Refer to Note 5, Related Party Transactions for more information.

Chronic wounds impose significant costs to the US economy. Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.

The most common chronic wounds are diabetic foot ulcers and pressure ulcers. The increasing number of Americans with diabetes and obesity as well as the aging population will likely cause the number of individuals with chronic wounds to continue to rise. In addition to the immeasurable human benefits of improving treatment outcomes, there would be substantial economic effect. The costs of medical treatment could be expected to decrease, and, as patients are able to return to work sooner, productivity would increase.

The Company has three technologies for different types of wound conditions:

	•	The first is for closing chronic wounds,
	•	the second is for accelerating closure of acute or surgical wounds, and
	•	the third solves the issue on contamination of all types of wounds including the destruction of biofilms.

The current product technology provides the Company with a number of complete wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns, and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S. and global markets.

Currently, there are no products available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Management believes that this will provide the Company with a distinct advantage over other companies providing services in this sector.

The wound care healing space is well suited for Home Care service providers that are funded by the US Government. The majority of manufacturing and distribution will be outsourced. However, strategic planning and development will be performed internally by the Company.

Due to the staggering costs associated with chronic wounds in the US, the Affordable Healthcare Act (AHA) is changing how the entire wound care system is reimbursed in the US. Now all four markets segments: hospital, nursing homes, home health, and general wound care clinics are all on paid on a "pay for performance basis". These cost pressures in the healthcare system are a major issue in the wound care market, with the US government and payers seeking new approaches that address cost constraints and product performance. Home health is now paid on a "diagnostic code" for the wound in single payments removing the risk from the Payee to the Payer. The Company's first markets will be those segments that are totally "at risk" for single payments to close the wounds. Today, the fastest growing segment in the US wound market is Home Health and Nursing Homes due to the aging population.

Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which management believes would result in large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Asian and Middle Eastern countries to provide the Company's products.

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On September 22, 2025, the Board of Directors approved changing the Company's fiscal year end from March 31^st to December 31^st. Because the current reporting period represents a nine-month transition period while the comparative prior fiscal period represents the year ended March 31, 2025, the periods are not directly comparative.

Results of Operations for the Nine Months Ended December 31, 2025 compared to unaudited Nine Months Ended December 31, 2024 and the Year Ended March 31, 2025.

At present, the Company has no revenue. Net loss increased to $2,543,211 for the nine months ended December 31, 2025 compared to $1,116,656 during the same period in 2024 and $2,527,041 for the year ended March 31, 2025. The increase in net loss during the nine months ended December 31, 2025 compared to the unaudited nine months ended December 31, 2024 was primarily due to an increase in stock-based compensation, research and development, salaries, and consulting fees offset by a lesser decrease in interest expense.

Liquidity and Capital Resources

The Company's primary sources of liquidity and capital resources have been net proceeds from notes payable and proceeds from the sale of common stock and warrants during the nine months ended December 31, 2025. The Company requires significant cash to launch its business and reduce its liabilities. These factors raise substantial doubt about the Company's ability to continue as a going concern. We are actively seeking to raise additional debt and/or equity capital to add new products and/or services to commence material operations. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operation. Our independent registered public accounting firm included an explanatory paragraph in their report regarding substantial doubt about the Company's ability to continue as a going concern. The Company is currently looking to raise an additional $5,000,000 by the end of September 2026 to provide adequate cash until contracts start. There is no assurance that this capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company

Cash Flow

Operating Activities

Cash used in operating activities was $1,247,464, $340,651, and $1,625,351 for the nine months ended December 31, 2025, unaudited nine months ended December 31, 2024, and year ended March 31, 2025, respectively. The increase in cash used in operating activities during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024 was primarily due to an increase in employee compensation and administration fees.

Loss from Theft

On March 12, 2025, a sophisticated hacking group was able to hack one of our bank accounts. The original amount taken was $399,680, which is a material loss for the Company. A small amount $15,772 was recovered and on December 3, 2025 our bank paid $90,000 in a settlement Agreement. There was no violation of personal data privacy or security risk to vendors associated with the theft.

The Company is implementing enhanced internal controls and cybersecurity measures in response to the incident.

Investing Activities

Cash used in investing activities was $446, $0 and $1,228 for the nine months ended December 31, 2025, the unaudited nine months ended December 31, 2024, and year ended December 31, 2025, respectively. The increase in the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024 was due to the investment in office furniture and equipment.

Financing Activities

Cash provided from financing activity was $605,934, $340,617, and $2,279,232 for the nine months ended December 31, 2025, unaudited nine months ended December 31, 2024, and year ended March 31, 2025, respectively. The increase in cash provided from financing activity during the nine months ended December 31, 2025 compared to the same period ended December 31, 2024 was primarily due to an increase in proceeds from the sale of common stocks offset by lesser net proceeds from notes payable to related parties The decrease in the nine months ended December 31, 2025 compared to March 31, 2025 was primarily due to a decrease in sale of common stocks and warrants.

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Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The preparation of the Company's financial statements in conformity with generally accepted accounting principles in the United States requires management to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's accounting policies are disclosed in Note 3 to the accompanying financial statements.

Estimates are used in the valuation of warrants and shares issued for stock-based compensation as disclosed in Notes 3, Significant Accounts Policies and Note 9, Stockholders' Deficit. Determining the grant date fair value of the shares of common stock as well as warrants using the Black-Scholes option-pricing model requires managements to make assumptions and judgements. These estimates involve inherent uncertainties and, if different assumptions had been used, stock-based compensation expense could have been materially different from the amounts recorded.