Private Placement (Form 8-K)

3.02 Unregistered Sales of Equity Securities

On September 15, 2025 Regen Biopharma, Inc. issued 3,320,000 common shares ("Shares") to an unaffiliated investor for cash consideration of $33,200.

The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital.

On September 16, 2025 Regen Biopharma, Inc. issued 1,000,000 common shares ("Shares") to an unaffiliated investor for cash consideration of $10,000.

The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital.

On September 18, 2025 Regen Biopharma, Inc. issued 1,500,000 common shares ("Shares") to an unaffiliated investor for cash consideration of $15,000.

The sale of the Shares made in reliance on an exemption from registration pursuant to Regulation A under the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The Shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Shares. Proceeds will be utilized for working capital.