Quarterly Report for Quarter Ending December 31, 2025 (Form 10-Q)

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.

Results of Operations

Three months ended December 31, 2025 and 2024

Revenues

Revenues from continuing operations were $59,065 for the three months ended December 31, 2025 and $59,065 for the same period ended 2024. $27,425 of revenue from related parties recognized during the three months ended December 31, 2025 and 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 2024. $31,640 of revenue recognized during both of the three months ended December 31, 2025 and 2024 were recognized pursuant to licenses granted to Oncology Pharma, Inc.

Operating Expenses

Operating Expense were $610,689 for the three months ended December 31, 2025 and $ 120,443 for the same period ended 2024. The primarily operating expenses for 2025 consists of $ 210,000 of Research and Development expenses and $231,925 of General and Administrative Expenses. In the same period in previous year Research and Development expenses were $0 and General and Administrative Expenses were $13,317.

Other Income

For the three months ended December 31 2025, the Company reported a net other expense of $(416,229) whereas in the same period ended 2024 the Company reported the net other expense of $(454,007). Net other expense for the quarter ended 2025 was primarily driven by a greater Operating Loss recognized during the quarter ended 2025 the Company also recognized higher interest expense and lower amortization expenses as compared to the quarter ended 2024.

Net Loss

The Company recognized an Operating Loss of $551,624 during the three months ended December 31, 2025 whereas the Company recognized an Operating Loss of $61,378 for the same period ended 2024. The increase in operating loss is primarily attributable to an increase in all expense categories other than rent incurred during the period ended 2025 as compared to the period ended in 2025.

Net Loss is $ 967,853 for the three months ended December 31, 2025 as opposed to a Net Loss of $515,384 for the same period ended 2024. The difference is primarily attributable to the recognition by the Company of a larger Operating Loss during the period ended in 2025.

Working capital deficit increased by $291,814 from September 30, 2025 to December 31, 2025, primarily due to increase in Derivative Liability.

Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities for the three months ended December 31, 2025 was $197,941 compared to $66,379, for the same period ended 2024. The increase in cash used in operating activities is primarily attributable to increased operating expenses incurred by the Company during the three months ended December 31, 2025 as compared to the same period ended 2024.

Financing Activities

Net cash generated by financing activities for the three months ended December 30, 2025 was $132,964 which consisted of proceeds from sales of newly issued common stock.

Liquidity & Capital Resources Outlook

As of December 31, 2025, the Company had cash of $ 4,578 and net working deficit of approximately $6.5 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 December 31, 2025, the Company had cash of approximately $4,578 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.

Contractual Obligations

As of December 31, 2025 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.