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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

 For
the fiscal year ending September 30, 2025

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

 For
the transition period from __________ to __________.

 Commission
file number: 333-191725

 REGEN

 (Name
of small business issuer in its charter)

 Nevada

 45-5192997

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 8697
La Mesa Blvd

 Suite
C

 #107

 La
Mesa CA 91942

 (Address
of Principal executive offices)

 Issuer's
telephone number: (619) 722 5505

 Securities
registered under Section 12(b) of the "Exchange Act": None

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting
company.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting Company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $ $ 1,054,545

 As
of December 26, 2025 Regen Biopharma, Inc. had 108,054,704 common shares outstanding.

 As
of December 26, 2025 Regen Biopharma, Inc. had 10,123,771 shares of Series A Preferred Stock outstanding.

 As
of December 26, 2025 Regen Biopharma, Inc. had 34 shares of Series AA Preferred Stock outstanding.

 As
of December 26, 2025 Regen Biopharma, Inc. had 29,338 shares of Series M Preferred Stock outstanding.

 As
of December 26, 2025 Regen Biopharma, Inc. had 15,007 shares of Series NC Preferred Stock outstanding.

 PART
I

 In
this annual report, the terms "Regen Biopharma, Inc..", "Regent", "Company", "we", or
"our", unless the context otherwise requires, mean Regen Biopharma, Inc., a Nevada corporation and its wholly owned subsidiary
KCL, Therapeutics, Inc., a Nevada corporation.

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This
annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements.
Forward-looking statements give the Company's current expectations, plans, objectives, assumptions or forecasts of future events.
All statements other than statements of current or historical fact contained in this annual report, including statements regarding the
Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future
operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "anticipate,"
"estimate," "plans," "potential," "projects," "ongoing," "expects,"
"management believes," "we believe," "we intend," and similar expressions. These statements are based
on the Company's current plans and are subject to risks and uncertainties, and as such the Company's actual future activities
and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking
statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking
statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events
and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.
The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions
due to a number of factors, including:

 dependence on key personnel;

 competitive
 factors;

 degree
 of success of research and development programs

 the
 operation of our business; and

 general
 economic conditions

 These
forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which
the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

 ITEM
1. BUSINESS

 We
were incorporated April 24, 2012 under the laws of the State of Nevada. We intend to engage primarily in the development of regenerative
medical applications which we intend to license, develop internally or acquire outright from other entities up to the point of successful
completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications
or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving
at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy
seen in Phase I trials.

 The
Company has the following therapies in development:

 HemaXellarate
: HemaXellarate is a cellular composition of autologous stromal vascular fraction derived from adipose tissue. HemaXellarate contains
endothelial progenitor cells as well as mesenchymal stem cells. It is believed by the Company that once re-infused into the patient,
the patient's bone marrow will regenerate and begin to function normally. On February 5, 2013 Regen filed an Investigational New
Drug (IND) application with the United States Food and Drug Administration ("FDA") to initiate a Phase I clinical trial assessing
HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential
efficacy of intravenously administered autologous SVF cells in patients with severe, immune suppressive refractory aplastic anemia with
the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response,
partial response or relapse. On December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has
satisfactorily addressed all clinical hold issues related to Regen's Investigational New Drug Application for HemaXellerate and
may initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical
trial is intended to determine safety and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF)
cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and
secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse. The Company has submitted
a request to the United States Food and Drug Administration to grant Orphan Drug Designation to HemaXellerate for the treatment of Immune
Suppressant Refractory Aplastic Anemia.

 dCellVax:
dCellVax is comprised of autologous dendritic cells which have been treated with an siRNA inhibitor of indoleamine-2,3-dioxygenase (IDO),
an immunosuppressive enzyme. The Company believes that by inhibiting this enzyme in these dendritic cells, the patient's cells
can now attack cancers, particularly breast cancer.

 tCellVax:
Immune cells are removed from the patient, treated with siRNA to inhibit NR2F6 and the cells re-infused to the patient. The Company believes
that once the inhibitor protein is blocked, the immune system will be very activated and kill tumors. siRNA is a double-stranded RNA
molecule that is non-coding and is a powerful tool in drug targeting and therapeutics development as it is used to modulate gene expression
through transcriptional or translational repression. The NR2F6 nuclear receptor has been identified as a potentially very important immune
cell inhibitor (an immune checkpoint) and cancer stem cell differentiator.

 DiffronC:
This drug is intended to use our proprietary siRNA in vivo to inhibit cancer growth and activate T cells. The siRNA targets NR2F6. T
cells are part of the immune system and develop from stem cells in the bone marrow.

 DuraCar:
DuraCar is comprised of CAR-T cells which have been treated with an shRNA targeting the gene NR2F6. By inhibiting NR2F6, we expect our
DuraCar cells to have greater efficacy and persistence than conventional CAR-T cells and create a new, optimal way to manufacture CAR-T
cells. We are currently in pre-clinical testing of this drug. Chimeric antigen receptor T cells (CAR-T cells) are T cells that have
been genetically engineered to produce an artificial T cell receptor for use in immunotherapy. Chimeric antigen receptors are receptor
proteins that have been engineered to give T cells the new ability to target a specific antigen.

 Small
molecule: We have identified and patented a series of small molecules which can both activate and inhibit NR2F6. We are currently in
pre-clinical testing of these drugs.

 None
of the abovementioned statements regarding any of our products in development are intended to be a prediction or conclusion of efficacy.
No clinical trials on our product candidates have commenced so no conclusions of efficacy can be made.

 The
following is a list of intellectual property ("IP") controlled by either Regen Biopharma, Inc. (the "Company")
or KCL Therapeutics ("KCL"). KCL is a wholly owned subsidiary of the Company. IP which has been granted patent protection
by the United States Patent and Trademark Office ("USPTO")

 GENE SILENCING OF THE BROTHER OF THE REGULATOR OF IMPRINTED SITES (BORIS)

 Provides
methods and compositions useful for inhibiting expression of the gene encoding the transcription factor, Brother of the Regulatory of
Imprinted Sites (BORIS) by RNA interference. Methods of the present invention can be used to silence BORIS in cancer cells, which results
in apoptosis and may be useful as for treating cancer in mammals. The methods of the invention directed to cancer therapy can be used
alone or in combination with standard cancer treatments such as surgery, radiation, chemotherapy, and immunotherapy.

No: 8263571

METHODS AND MEANS OF GENERATING IL-17 ASSOCIATED ANTITUMOR EFFECTOR CELLS BY INHIBITION OF NR2F6 INHIBITION

 Means,
methods, and compositions of matter useful for generation of cancer inhibitory effector cells producing interleukin-17 (IL-17). In one
embodiment a cellular population is obtained, said cellular population is exposed to agents capable of inhibiting NR2F6, whereby said
inhibition of NR2F6 results in upregulation of IL-17 production, said upregulation of IL-17 production associated with acquisition of
anti-tumor activity.

No: 11,053,503

METHODS OF SCREENING COMPOUNDS THAT CAN MODULATE NR2F6 BY DISPLACEMENT OF A REFERENCE LIGAND

 Compositions
of matter, protocols and methods of screening test compounds to identifying agonists and antagonists of the orphan nuclear receptor NR2F6
by measuring the ability of a test compound to occupy the active site of NR2F6, in the presence of a reference compound.

No: 10,088,485

MODULATION OF NR2F6 AND METHODS AND USES THEREOF

 The
application provides methods of modulating NR2F6 in a cell or animal in need thereof by administering an effective amount of a NR2F6
modulator

No: 9091696

"UNIVERSAL DONOR CHECKPOINT INHIBITOR SILENCED/GENE EDITED CORD BLOOD KILLER CELLS"

 The
invention encompasses compositions of matters, cells, and treatment protocols useful for induction of anticancer responses in a patient
suffering from cancer. In one embodiment the invention provides the use of NR2F6 silencing or gene editing in cord blood cells possessing
anti-tumor activity in order to induce potentiated killer cells suitable for therapeutic use. In one embodiment said allogeneic cord
blood killer cells are administered to initiate a cascade of antitumor immune responses, with initially responses mediated by allogeneic
killer cells, and followed by endogenous immune responses.

No: 11,141,471 B2

ANTIGEN SPECIFIC MRNA CELLULAR CANCER VACCINES

 Antigen
specific cancer vaccines in which immunogenic epitopes are produced intracellularly by administration of modified mRNA encoding said
immunogenic epitopes. In one embodiment of the invention, said modified mRNA encodes peptides derived from the protein survivin. By directly
inducing gene expression of the antigens to which an immune response is desired, immunogenic peptides are generated intracellularly,
thus allowing for a wider repertoire of epitopes to be presented to the adaptive immune system, which augments likelihood of successful
induction of immunity.

No. 11,090,332

METHOD OF CANCER TREATMENT USING SIRNA SILENCING

 Comprises
administering to a subject one or more siRNA constructs capable of inhibiting the expression of an immunosuppressive molecule. The invention
also provides siRNA constructs and compositions.

No: 8389708

SMALL MOLECULE AGONISTS AND ANTAGONISTS OF NR2F6 ACTIVITY IN HUMANS.

No. 11,324,719

 The
invention relates to compounds useful to alteration of NR2F6 activity.

No. 11,712,474

 Means
of stimulating systemic immunity and reduction of post-surgery tumor metastasis through the concurrent intralymphatic inhibition of NR2F6
and treatment with cannabidiol. Through the combination of immunogenic cell death and immune stimulation, the invention provides a means
of enhancing the abscopal effect and in some embodiments to cause immunological mediated destruction primary and secondary neoplasia.

No. 11,241,427

Compounds useful for alteration of NR2F6 activity.

no. 11,655,474

 Means,
methods and compositions of matter useful for suppressing pathological production of new blood vessels in conditions such as cancer and
wet macular degeneration. In one embodiment the invention provides silencing of NR2F6 using nucleic acid based approaches such as RNA
interference, antisense oligonucleotides, or DICER. In another embodiment, the invention teaches the administration of small molecule
NR2F6 inhibitors as means of selectively inhibiting pathological but not healthy angiogenesis.

 License
Agreements:

 On
June 23, 2015 Regen Biopharma, Inc. ("Regen") entered into an agreement ("Agreement") with Zander Therapeutics,
Inc. ("Zander") whereby Regen granted to Zander an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen (" License IP") for non-human veterinary therapeutic use for a term
of fifteen years. Zander is under common control with the Company.

to the Agreement, Zander shall pay to Regen one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as
a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand
US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

 The
abovementioned payments may be made, at Zander's discretion, in cash or newly issued common stock of Zander or in common stock
of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly
within the 14 trading days prior to issuance.

to the Agreement, Zander shall pay to Regen royalties equal to four percent (4%) of the Net Sales, as such term is defined in the Agreement,
of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

to the Agreement, Zander will pay Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market
value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any
Licensed Products for which Regen receives payment pursuant to the terms and conditions of the Agreement).

is obligated pay to Regen minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective
Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent
that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

 The
Agreement may be terminated by Regen:

 If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product
for any twelve (12) month period after Zander's first commercial sale of a Licensed Product.

 The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement
a patent has not been granted by the United States patent and Trademark Office to Regen with regard to that License IP.

 The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent
and Trademark Office to Regen with regard to that License IP is terminated.

 The
Agreement may be terminated by either party in the event of a material breach by the other party.

 On
December 17, 2018 Regen Biopharma, Inc.("Licensor"), KCL Therapeutics, Inc. ("Assignee") and Zander Therapeutics,
Inc. ("Licensee") entered into a LICENSE ASSIGNMENT AND CONSENT AGREEMENT whereby, with regards to certain intellectual property
which was assigned by Regen Biopharma, Inc.("Assigned Properties") to its wholly owned subsidiary KCL Therapeutics, Inc.,
Licensor hereby transfers and assigns to Assignee all rights, duties, and obligations of Licensor under the Agreement with respect to
the Assigned Properties, and Assignee agrees to assume such duties and obligations thereunder and be bound to the terms of the Agreement
with respect thereto.

 On
April 7, 2021 Regen Biopharma, Inc. ("Regen") entered into an agreement ("Agreement") with Oncology Pharma, Inc.
("Licensee") whereby Regen granted to Licensee an exclusive right and license for the development and commercialization of
certain intellectual property ("License IP") for the treatment in humans of pancreatic cancer for a term of fifteen years
from April 7, 2021.

 The
License IP consists of antigen specific cancer vaccines in which modified mRNA is administered to produce epitopes able to produce an
immune response which augments likelihood of successful induction of immunity. An epitope is the part of an antigen that is recognized
by the immune system.

 As
consideration to Regen for the rights and license granted pursuant to the Agreement Licensee shall:

 (a)
pay to Regen a nonrefundable fee of $55,000 no later than April 20,2021

 (b)
pay to Regen royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in the Agreement of any Licensed Products
in a quarter.

 (c)
pay to Regen ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration)
received by Licensee from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Regen
receives payment.

 Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes
or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or
other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign
jurisdictions but for the rights granted pursuant to the Agreement.

 In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date
of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.

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

 On
April 7, 2021 KCL Therapeutics, Inc. ("KCL") entered into an agreement ("Agreement") with Oncology Pharma, Inc.
("Licensee") whereby KCL granted to Licensee an exclusive right and license for the development and commercialization of
certain intellectual property ("License IP") for the treatment in humans of colon cancer for a term of fifteen years from
April 7, 2021.

 As
consideration to KCL for the rights and license granted pursuant to the Agreement Licensee shall:

 (a)
pay to KCL a nonrefundable fee of Fifty Thousand common shares of Oncology Pharma, Inc. no later than April 20,2021

 (b)
pay to KCL royalties equal to five percent (5%) of the Net Sales as Net Sales are defined in the Agreement of any Licensed Products in
a quarter.

 (c)
pay to KCL ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration)
received by Licensee from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which KCL
receives payment.

 Licensed
Product is defined in the Agreement as (a) any method, procedure, service or process that incorporates, uses, used, is covered by, infringes
or would infringe any of the License IP in the U.S. or foreign jurisdictions; and (b) any apparatus, material, equipment, machine or
other product that incorporates, uses, used, is covered by, infringes or would infringe any of the License IP in the U.S. or foreign
jurisdictions but for the rights granted pursuant to the Agreement.

 In
the event that development of the License IP by the Licensee is not commenced as of the date that is nine months from the effective date
of the Agreement the rights and license granted pursuant to the Agreement shall become nonexclusive.

and Regen are under common control. David Koos serves as sole officer and director of both Regen BioPharma, Inc. and Zander Therapeutics
Inc.

 Both
Zander and Oncology Pharma, Inc. will be required to obtain approval from the United States Food and Drug Administration ("FDA")
in order to market any Licensed Product which may be developed within the United States and no assurance may be given that such approval
would be granted.

 Principal
Products and Services

 The
Company has begun development of HemaXellerate, a cellular therapy designed to heal damaged bone marrow. HemaXellerate is a patient-specific
composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based in previous
animal studies. The initial application of HemaXellerate will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction in the number of blood cells
and platelets).

 Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF), a mix of
various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can
differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic
vessels and which play a vital role in angiogenesis (the physiological process through which new blood vessels form from pre-existing
vessels).

 The
isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors
with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types
of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood
and the bone marrow.

 On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration ("FDA")
to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial
is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.

 Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended to
treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the
United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication
for which it has such designation, the product is entitled to a seven year period of marketing exclusivity, which precludes the FDA from
approving another marketing application for the same drug for that time period. The sponsor of the product would also be entitled to
a United States federal tax credit equal to 50% of clinical investigation expenses as well as exemptions from certain fees.

 The
Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that
aplastic anemia is a rare disease with prevalence in the United States of less than 200,000. The Company has submitted a request to the
United States Food and Drug Administration to grant Orphan Drug Designation to HemaXellerate for the treatment of Immune Suppressant
Refractory Aplastic Anemia.

 On
December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed all clinical
hold issues related to Regen's Investigational New Drug Application for HemaXellerate and may initiate a Phase I clinical trial
assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety
and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.

 dCellVax
is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body, treated with siRNA that has the
ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase ("IDO") and subsequently reimplanted in the
cancer patient.

 The
dendritic cells that are treated with the IDO-blocking RNA become resistant to the influence of tumor cells which produce factors which
cause the dendritic cell to express the IDO. Expression of IDO in the dendritic cell halts the dendritic cell from activating T cells
and causes the dendritic cell to suppress T cells. T lymphocytes ('T cells") are a lymphocyte that play a central role in
the human immune system's attempt to eradicate tumors. The Company has filed an Investigational New Drug (IND) application with
the United States Food and Drug Administration ("FDA") to initiate a Phase I/II clinical trial assessing safety with signals
of efficacy of the dCellVax gene-silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10
patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The
trial is anticipated to last one year, with tumor assessment before therapy and at 6 and 12 months.

 On
May 12, 2021 the "Company executed a consulting agreement with Biotech Research Group Corporation, an FDA Specialist Group and
Global Regulatory and Scientific Experts, for the purpose of review and guidance with regard to the planned reinstatement of the Company's
inactive Investigational New Drug applications (INDs) #15376 (HemaXellerate) and #16200 (dCellVax) filed with the United States Food
and Drug Administration ("FDA"). The securing of the services to be provided to the Company pursuant to this consulting agreement
marks the first step taken by the Company with regard to activating the Company's currently inactive applications to initiate clinical
trials.

 tCellVax
is intended to be a therapy where immune cells are removed from the cancer patient, treated with siRNA which inhibits NR2F6 and the cells
re-infused to the patient. NR2F6 normally acts as a brake on the ability of various immune cells from being activated. The immune cells
that are treated with the NR2F6-blocking siRNA become highly activated and can efficiently kill tumors. The Company has filed an Investigational
New Drug (IND) application with the United States Food and Drug Administration ("FDA") to initiate a Phase I clinical trial
assessing safety and feasibility of the dCellVax gene-silenced immune cell immunotherapy for treating patients with solid tumors that
are metastatic or not able to be removed surgically. The proposed trial will recruit 25 patients with metastatic cancer and will involve
3 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to last one year, with tumor assessment
before therapy and at 6 and 12 months.

 DiffronC:
NR2F6 is a transcription factor that is present in many cells in the body, including immune cells but also highly expressed in certain
solid tumors. NR2F6 normally acts as a brake on the ability of various immune cells from being activated and also allows tumor cells
to keep growing. The Company has developed a proprietary drug that is based on shRNA technology, which prevents NR2F6 from being expressed.
By inhibiting the expression of NR2F6, immune cells that are treated with the NR2F6-blocking shRNA become highly activated and can efficiently
kill tumors and tumors that have NR2F6 suppressed begin to differentiate. We are currently in pre-clinical testing of this drug to optimize
its delivery in vivo.

 DuraCar:
DuraCar is a new cellular therapy being developed by the Company. It is comprised of CAR-T cells which contain an shRNA targeting the
gene NR2F6. CAR-T cells are T cells (the lymphoid cells of the body that kill tumors) isolated from a cancer patient that have been modified
by expressing a chimeric antigen receptor (CAR) which is specific for the patient's tumor. These CAR-T cells are then re-infused
back into the patient. The CAR-T cells then home in directly on the tumor because they have been given the tumor-specific address via
the CAR. While CAR-T cells are very effective in treating leukemias, they are not effective at treating most solid tumors. The reason
for this is believed to be that the CAR-T cells are "turned-off" by the physical environment surround solid tumors. By inhibiting
NR2F6, we expect our DuraCar cells to have greater efficacy and persistence than conventional CAR-T cells and create a new, optimal way
to manufacture CAR-T cells. We are currently in pre-clinical testing of this drug.

 Experiments
performed on behalf of the Company by two unrelated contract research organizations (CROs) found that T cells which express the chimeric
antigen receptor (CAR) construct targeting CD19 and expressing siRNA for NR2F6 had high expression levels of NR2F6 mRNA. NR2F6 is considered
an immune checkpoint and thus increasing its activity is likely to lead to immune suppression which may be utilized in the development
of therapies for the treatment of autoimmune disorders.

 Small
molecule: We have identified and patented a series of small molecules which can both activate and inhibit NR2F6. NR2F6 normally acts
as a brake on the ability of various immune cells from being activated and also allows tumor cells to keep growing. By inhibiting the
function of NR2F6 using small molecules, immune cells that are treated with the NR2F6-blocking agents, similar to using the shRNA approach,
should become highly activated and efficiently kill tumors. In addition, tumors that have NR2F6 blocked by using these small molecules
should begin to differentiate. Conversely, activating NR2F6 is expected to suppress the immune system. This ability to suppress the immune
system can be very useful for treating autoimmune disorders. We are currently in pre-clinical testing of these drugs.

 None
of the abovementioned statements regarding any of our products in development are intended to be a prediction or conclusion of efficacy.
No clinical trials on our product candidates have commenced so no conclusions of efficacy can be made.

 Research
Conducted

 The
Company has begun development of HemaXellerate, a cellular therapy designed to heal damaged bone marrow. HemaXellerate is a patient-specific
composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based in previous
animal studies. The initial application of HemaXellerate will be the treatment of severe aplastic anemia which is characterized by immune-mediated
bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction in the number of blood cells
and platelets).

 Adipose
tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF), a mix of
various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can
differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic
vessels and which play a vital role in angiogenesis (the physiological process through which new blood vessels form from pre-existing
vessels).

 The
isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors
with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types
of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood
and the bone marrow.

 On
February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration ("FDA")
to initiate a Phase I clinical trial assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial
is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.

 Under
the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended to
treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the
United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication
for which it has such designation, the product is entitled to a seven year period of marketing exclusivity, which precludes the FDA from
approving another marketing application for the same drug for that time period. The sponsor of the product would also be entitled to
a United States federal tax credit equal to 50% of clinical investigation expenses as well as exemptions from certain fees.

 The
Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that
aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan
designation for HemaXellerate.

 On
December 10, 2015 Regen was informed by the United States Food and Drug Administration that Regen has satisfactorily addressed all clinical
hold issues related to Regen's Investigational New Drug Application for HemaXellerate and may initiate a Phase I clinical trial
assessing HemaXellerate in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety
and potential efficacy of intravenously administered autologous stromal vascular fraction (SVF) cells in patients with severe, immune
suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined
by patients having complete response, partial response or relapse.

 The
company is developing another cell therapy product termed dCellVax. dCellVax is intended to be a therapy whereby dendritic cells of the
cancer patient are harvested from the body, treated with siRNA that has the ability to block the dendritic cell from expressing indoleamine
2,3-dioxygenase ("IDO") and subsequently reimplanted in the cancer patient.

 The
dendritic cells that are treated with the IDO-blocking RNA become resistant to the influence of tumor cells which produce factors which
cause the dendritic cell to express the IDO. Expression of IDO in the dendritic cell halts the dendritic cell from activating T cells
and causes the dendritic cell to suppress T cells. T lymphocytes ('T cells") are a lymphocyte that play a central role in
the human immune system's attempt to eradicate tumors. The Company has filed an Investigational New Drug (IND) application with
the United States Food and Drug Administration ("FDA") to initiate a Phase I/II clinical trial assessing safety with signals
of efficacy of the dCellVax gene-silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10
patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The
trial is anticipated to cost $5,000,000 and last one year, with tumor assessment before therapy and at 6 and 12 months.

 On
May 12, 2021 the "Company executed a consulting agreement with Biotech Research Group Corporation, an FDA Specialist Group and
Global Regulatory and Scientific Experts, for the purpose of review and guidance with regard to the planned reinstatement of the Company's
inactive Investigational New Drug applications (INDs) #15376 (HemaXellerate) and #16200 (dCellVax) filed with the United States Food
and Drug Administration ("FDA"). The securing of the services to be provided to the Company pursuant to this consulting agreement
marks the first step taken by the Company with regard to activating the Company's currently inactive applications to initiate clinical
trials.

 Another
cell therapy that focuses on a different mechanism of action than dCellVax is tCellVax. tCellVax is intended to be a therapy in which
immune cells are removed from the cancer patient, treated with siRNA which inhibits NR2F6 and the cells re-infused to the patient. NR2F6
normally acts as a brake on the ability of various immune cells from being activated. The immune cells that are treated with the NR2F6-blocking
siRNA become highly activated and can efficiently kill tumors. The Company has filed an Investigational New Drug (IND) application with
the United States Food and Drug Administration ("FDA") to initiate a Phase I clinical trial assessing safety and feasibility
of the dCellVax gene-silenced immune cell immunotherapy for treating patients with solid tumors that are metastatic or not able to be
removed surgically. The proposed trial will recruit 25 patients with metastatic cancer and will involve 3 monthly injections of the dCellVax
gene-silenced dendritic cell therapy.

 DiffronC:
NR2F6 is a transcription factor that is present in many cells in the body, including immune cells but also highly expressed in certain
solid tumors. NR2F6 normally acts as a brake on the ability of various immune cells from being activated and also allows tumor cells
to keep growing. The Company has developed a proprietary drug that is based on shRNA technology, which prevents NR2F6 from being expressed.
By inhibiting the expression of NR2F6, immune cells that are treated with the NR2F6-blocking shRNA become highly activated and can efficiently
kill tumors and tumors that have NR2F6 suppressed begin to differentiate. We are currently in pre-clinical testing of this drug to optimize
its delivery in vivo. The two main risks associated with this drug development plan is that the NR2F6 siRNA is not effective at inhibiting
NR2F6 expression or that this inhibition will not result in immune cells with enhanced tumoricidal activity.

 DuraCar:
DuraCar is a new cellular therapy being developed by the Company. It is comprised of CAR-T cells which contain an shRNA targeting the
gene NR2F6. CAR-T cells are T cells (the lymphoid cells of the body that kill tumors) isolated from a cancer patient that have been modified
by expressing a chimeric antigen receptor (CAR) which is specific for the patient's tumor. These CAR-T cells are then re-infused
back into the patient. The CAR-T cells then home in directly on the tumor because they have been given the tumor-specific address via
the CAR. While CAR-T cells are very effective in treating leukemias, they are not effective at treating most solid tumors. The reason
for this is believed to be that the CAR-T cells are "turned-off" by the physical environment surround solid tumors. By inhibiting
NR2F6, we expect our DuraCar cells to have greater efficacy and persistence than conventional CAR-T cells and create a new, optimal way
to manufacture CAR-T cells. We have engaged two contract research organizations to advance our pre-clinical testing of this drug. Pre-clinical
testing includes design and construction of the relevant plasmids, efficient transfection of T cells, assessment of the expression levels
of the siRNA directed at NR2F6 and measurement of its effectiveness at inhibition of NR2F6 expression. Then, these cells will be analyzed
for enhanced tumor-killing activity. The two main risks associated with this drug development plan is that the NR2F6 siRNA is not effective
at inhibiting NR2F6 expression or that this inhibition will not result in a T cell with enhanced tumoricidal activity. Successful completion
of these pre-clinical experiments will significantly de-risk the project.

 Experiments
performed on behalf of the Company by two unrelated contract research organizations (CROs) found that T cells which express the chimeric
antigen receptor (CAR) construct targeting CD19 and expressing siRNA for NR2F6 had high expression levels of NR2F6 mRNA. NR2F6 is considered
an immune checkpoint and thus increasing its activity is likely to lead to immune suppression which may be utilized in the development
of therapies for the treatment of autoimmune disorders

 Small
Molecule Drugs: We have identified and patented a series of small molecules which can both activate and inhibit NR2F6. NR2F6 normally
acts as a brake on the ability of various immune cells from being activated and also allows tumor cells to keep growing. By inhibiting
the function of NR2F6 using small molecules, immune cells that are treated with the NR2F6-blocking agents, similar to using the shRNA
approach, should become highly activated and efficiently kill tumors. In addition, tumors that have NR2F6 blocked by using these small
molecules should begin to differentiate. Conversely, activating NR2F6 is expected to suppress the immune system. This ability to suppress
the immune system can be very useful for treating autoimmune disorders. We are currently in pre-clinical testing of these drugs.

 None
of the abovementioned statements regarding any of our products in development are intended to be a prediction or conclusion of efficacy.
No clinical trials on our product candidates have commenced so no conclusions of efficacy can be made.

 Distribution
methods of the products or services:

 It
is anticipated that Regen and /or KCL will enter into licensing and/or sublicensing agreements with outside entities in order that Regen
and/or KCL may obtain royalty income on the products and services which it may develop and commercialize.

 Competitive
business conditions and Regen's competitive position in the industry and methods of competition

 We
have yet to achieve significant revenues or profits. The pharmaceutical and biologics industries in which we intend to compete are highly
competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do.

 We
intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that
we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive
advantage may be developed and commercialized. The Company's intent is to enter into nonemployee consulting agreements with individuals
who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us
in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to
initiate and complete a project in the most cost effective and rapid manner.

 Sources
and availability of raw materials and the names of principal suppliers

 The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through
a wide variety of sources.

 Need
for any government approval of principal products or services, effect of existing or probable governmental regulations on the business.

 The
US Food and Drug Administration ("FDA") and foreign regulatory authorities will regulate our proposed products as drugs or
biologics,, depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of
the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated
as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.

 Our
domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals,
an Investigational New Drug Application ("IND") must be filed with the FDA to obtain authorization for human testing. Extensive
clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to demonstrate optimal
use, safety, and efficacy of each product in humans.

Phase I - Phase 1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics
of a drug. These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The
subject who receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include
dose-ranging, also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range
of doses usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers.
However, there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other
treatment options.

Phase II - Phase II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety
assessments in a larger group of volunteers and patients. Phase II trials are performed on larger groups.

Phase III - Phase III trials are aimed at being the definitive assessment of how effective the product is in comparison with current
best standard treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the
purposes of (i) "label expansion" (to show the product works for additional types of patients/diseases beyond the
original use for which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims
for the product.

On occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance
(pharmacovigilance) and ongoing technical support of a drug after it receives permission to be sold. The safety surveillance is
designed to detect any rare or long-term adverse effects over a much larger patient population and longer time period than was
possible during the Phase I-III clinical trials.

 All
phases must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans.
Each clinical study is conducted under the auspices of an independent Institutional Review Board ("IRB"). The IRB will consider,
among other things, ethical factors, the safety of human subjects, and the possible liability of the institution. The time and expense
required to perform this clinical testing can far exceed the time and expense of the research and development initially required to create
the product. No action can be taken to market any therapeutic product in the United States until an appropriate New Drug Application
("NDA") or Biologic License Application ("BLA") or has been approved by the FDA. FDA regulations also restrict
the export of therapeutic products for clinical use prior to NDA or BLA approval.

 Even
after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval
for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use of these products
during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing approval, resulting in
FDA-ordered product recall, or in FDA-imposed limitations on permissible

 The
FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be produced
in compliance with Current Good Manufacturing Practices ("cGMP"). The FDA also regulates the content of advertisements used
to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy of a product, or any advantages
of a product over another product, must be supported by clinical data filed as part of an NDA or an amendment to an NDA, and statements
regarding the use of a product must be consistent with the FDA approved labeling and dosage information for that product.

 Sales
of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country to country.
Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries must be obtained
prior to the commencement of marketing the product in those countries. The time required to obtain such approval may be longer or shorter
than that required for FDA approval

 Sources
and availability of raw materials and the names of principal suppliers

 The
supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through
a wide variety of sources.

 Need
for any government approval of principal products or services, effect of existing or probable governmental regulations on the business.

 The
US Food and Drug Administration ("FDA") and foreign regulatory authorities will regulate our proposed products as drugs or
biologics,, depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of
the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated
as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 The
Company's Chief Executive Officer assesses risks from cybersecurity threats on an ongoing basis. As the Company grows it plans
to develop a more robust and detailed strategy for cybersecurity. The Company has not encountered cybersecurity challenges that have
materially impaired operations or financial condition.

 The
Company does not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially
affect us or our business strategy, results of operations or financial condition.

 Governance;
Board Oversight

 The
Company's sole director and officer provides direct oversight over cybersecurity risk.

 ITEM
2. PROPERTIES

 The
Company currently occupies 1,000 square feet of office space provided by the Company's Chief Executive Officer free of charge on
a month to month basis. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current
needs for office space.

 ITEM
3. LEGAL PROCEEDINGS

 There
are no material pending legal proceedings to which the Company is a party or of which any of the Company's property is the subject.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 The
Company's common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special
written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject
to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to
sell common stock of the Company.

 The
stockholders' equity section of the Company contains the following classes of capital stock as of November 10, 2025:

stock, $ 0.0001 par value; 5,800,000,000 shares authorized: 108,054,704 shares issued and outstanding.

 With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

 On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive,
out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 Preferred
Stock, $0.0001 par value, 800,000,000 shares authorized of which 600,000 is designated as Series AA Preferred Stock: 34 shares issued
and outstanding as of November 10, 2025, 739,000,000 is designated Series A Preferred Stock of which 10,123,771 shares are outstanding
as of November 10, 2025, 60,000,000 is designated Series M Preferred Stock of which 29,338 shares are outstanding as of November 10,
2025, and 20,000 is designated Series NC stock of which 15,007 shares are outstanding as of November 10, 2025.

 The
abovementioned shares authorized pursuant to the Company's certificate of incorporation may be issued from time to time without
prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish
one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional,
or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or
relative rights of any series of the Stock that may be desired.

AA Preferred Stock

 On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as
"Series AA Preferred Stock" (hereinafter referred to as "Series AA Preferred Stock").

 The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect to
each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times seven (7). Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.

A Preferred Stock

 On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as
"Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").

 The
Board of Directors of the Company have authorized 739,000,000 shares of the Series A Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one. Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.

 Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the "Board")
out of funds legally available therefore, non-cumulative cash dividends of $0.01 per quarter. In the event any dividends are declared
or paid or any other distribution is made on or with respect to the Common Stock, the holders of Series A Preferred Stock as of the
record date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional
dividends (the "Additional Dividends") an amount (whether in the form of cash, securities or other property) equal to the
amount (and in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred
Stock been one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the
Common Stock.

 Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a "Liquidation"),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders
of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or
earnings, an amount equal to $0.01 per share of Series A Preferred (the "Liquidation Amount") plus all declared and unpaid
dividends thereon, for each share of Series A Preferred held by them.

 If,
upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid
dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among
the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled
and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both,
at the election of the Board.

 On
January 10, 2017 Regen Biopharma, Inc. ("Regen") filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock
designated and known as "Series M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").

 The
Board of Directors of Regen have authorized 60,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect to each
matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of
votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.

 The
holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance
with Nevada Law, in its discretion, from funds legally available therefore

 On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive,
out of assets legally available for distribution to Regen's stockholders, a ratable share in the assets of Regen.

 On
March 26, 2021 Regen Biopharma, Inc. ("Regen") filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock
designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as "Series NC Preferred Stock").

 The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter
submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes
which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.

 The
holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance
with Nevada Law, in its discretion, from funds legally available therefore

 On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive,
out of assets legally available for distribution to Regen's stockholders, a ratable share in the assets of Regen.

 Below
is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 All
stock prices have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as
of March 6, 2023.

 October 1, 2023 to September 30, 2024

 High

 Low

 First Quarter

 $
 1.6279

 $
 0.4337

 Second Quarter

 0.9302

 0.4983

 Third Quarter

 0.9966

 0.3330

 Fourth Quarter

 0.6645

 0.1152

 October 1, 2024 to September 30, 2025

 High

 Low

 First Quarter

 $
 0.2446

 $
 0.1105

 Second Quarter

 0.1

 0.0721

 Third Quarter

 0.07

 0.041

 Fourth Quarter

 0.089

 0.0125

 As
of November 10, 2025 there were approximately 481 holders of our Common Stock.

 As
of November 10, 2025 there were approximately 480 holders of our Series A Preferred Stock.

 As
of November 10, 2025 there was 1 holder of our Series AA Preferred Stock.

 As
of November 10, 2025 there were approximately 7 holders of our Series M Preferred Stock

 As
of November 10, 2025 there was one holder of our Series NC Preferred Stock.

 Dividends

 No
cash dividends were paid during the fiscal year ending September 30, 2025 or on any date up to the date of this document. We do not expect
to declare cash dividends in the immediate future.

 Director
Independence

 Audit
Committee and Audit Committee Financial Expert

 The
members of the Company's board of Directors may not be considered independent. The Company is not a "listed company"
under Securities and Exchange Commission ("SEC") rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations
of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's Board of Directors is deemed to be its audit committee
and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its
member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's
financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary
to fulfill the duties and obligations that an audit committee would have.

 Nominating
and Compensation Committees

 The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of directors
believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately
performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a
standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating
committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee
or a nominating committee.

 Shareholder
Communications

 There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There
are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors.
Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed
by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board
of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee
to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

 Because
the Chief Executive Officer of the Company is also the Chairman of the Board of Directors of the Company, the Board of Directors has
determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought
to the Board of Directors' attention by virtue of the co-extensive capacities of the Chairman of the Board of Directors.

 On
May 20, 2024 Regen Biopharma, Inc. amended its Certificate of Incorporation adding the following Article 8 which is and reads as follows:

of one class or series of stock may be issued as a share dividend in respect of another class or series.

 On
May 21, 2024 the Board of Directors of Regen Biopharma, Inc declared a dividend to all shareholders of record as of June 20, 2024 ("Record
Date") to be paid to shareholders on or about July 1, 2024 such dividend to be payable in shares of the Regen's authorized
but unissued Series A Preferred Stock and to consist of two share of Series A Preferred Stock for every one share of Regen Biopharma,
Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record
Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as
of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date

 On
July 3, 2024 9,694,152 Series A Preferred Shares were issued as a dividend to the Shareholders of Record.

 We
have never paid any cash dividends on our common stock. We currently anticipate that we will retain all future earnings for use in our
business. Consequently, we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends in the future
will depend upon our results of operations, as well as our short term and long-term cash availability, working capital, working capital
needs, and other factors as determined by our Board of Directors. Currently, except as may be provided by applicable laws, there are
no contractual or other restrictions on our ability to pay dividends if we were to decide to declare and pay them.

 Recent
Sales of Unregistered Securities

 Retroactively
adjusted to reflect a 1 for 1500 reverse stock split of all issued series of stock effective as of March 6, 2023

 August
22, 2025 to November 12, 2025

 On
August 14, 2025 Regen Biopharma, Inc. (the "Company") issued 1,000,000 common shares ("Shares") in satisfaction
of $ 22, 125 of principal convertible indebtedness and $10,325 of accrued interest on convertible indebtedness.

 The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer

 Between
September 16, 2025 and September 18, 2025 the Company issued 5,820,000 common shares ("Shares") for consideration consisting
of $58,200.

 The
Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.

 On
October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander ("Lander Agreement"). Under the terms
and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned
Phase I Clinical Trial of HemaXellerate (" Consulting Period").

 As
consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of
the Company ("Compensation Shares") subject to a vesting schedule.

 The
Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (" Transfer
Restriction") except as follows:

 All
Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having
been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.

 In
the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by
the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.

 On
October 2, 2025 the Company entered into an agreement with David Koos, the Company's Chairman and Chief Executive Officer ("Koos
Agreement"). Pursuant to the Koos Agreement David Koos was paid twenty million newly issued common shares of the Company ("Koos
Compensation Shares") subject to a vesting schedule. The Company has issued these shares to Davis Koos as consideration for services
to be rendered by Koos in connection with a planned Phase I Clinical Trial of HemaXellerate.

 The
Koos Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by David Koos ("
Transfer Restriction") except as follows:

 All
Koos Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial
having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.

 All
of the abovementioned securities were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act").
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. There was no advertisement or general solicitation made in
connection with this Offer and Sale of shares.

 On
October 8, 2025 the Company issued 6,800,000 common shares ("Shares") for consideration consisting of $68,000.

 The
Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.

 On
October 27, 2025 the Company issued 3,500,000 common shares ("Shares") for consideration consisting of $35,000.

 The
Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.

 On
October 27, 2025 the Company issued 4,500,000 common shares ("Shares") in satisfaction of $30,204 of principal convertible
indebtedness and $13,536 of accrued interest on convertible indebtedness.

 The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer

 On
October 28, 2025 the Company issued 7,100,000 common shares ("Shares") for consideration consisting of $71,000.

 The
Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.

 On
November 10, 2025 the Company issued 1,780,000 common shares ("Shares") for consideration consisting of $17,800.

 The
Shares were issued pursuant to a Tier 2 Regulation A Offering. The Shares were sold directly through our management.

 On
November 12, 2025 the Company issued 5,000,000 common shares ("Shares") in satisfaction of $38,037 of principal convertible
indebtedness and $2,463 of accrued interest on convertible indebtedness.

 The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer

 July
1, 2025 to August 21, 2025

 On
July 28, 2025 Regen Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement")
with CFI Capital LLC ("CFI"), pursuant to which CFI purchased a 6% convertible promissory Note (the "Note") from
the Company in the principal amount of $130,000 of which $13,000 was retained by CFI through an Original Issue Discount. The Note is
due and payable on July 28, 2026.

 The
Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any amount
of the principal face amount of this Note 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 including the day upon which a Notice of Conversion
is received by the Company.

 The
Note was issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). No underwriters were
retained to serve as placement agents for the sale. The Note sold directly through our management. No commission or other consideration
was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer
and Sale of the Note. A legend was placed on the Note that evidences the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note and the shares into which the Note may be converted.

 On
August 1, 2025, the Company issued 1,000,000 common shares in satisfaction of $34,020 of accrued interest.

 The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer

 On
August 5, 2025 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.

 The
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
Note was issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). No underwriters were
retained to serve as placement agents for the sale. The Note sold directly through our management. No commission or other consideration
was paid in connection with the sale of the Note. There was no advertisement or general solicitation made in connection with this Offer
and Sale of the Note. A legend was placed on the Note that evidences the Note has not been registered under the Act and setting forth
or referring to the restrictions on transferability and sale of the Note and the shares into which the Note may be converted.

 On
August 14, 2025, the Company issued 1,000,000 common shares in satisfaction of $22,125 of principal indebtedness and $10,365 of accrued
interest.

 The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer

 Quarter
Ended June 30, 2025

 On
June 10, 2025 Regen Biopharma, Inc.("Company"} issued 10,000,000 common shares ("Shares") to David R. Koos, the
Company's Chief Executive Officer. The Shares were issued in settlement of $50,000 salary accrued but unpaid earned by David Koos
for services rendered pursuant to that employment agreement entered into by and between the Company and David Koos on February 10, 2015
and to which David Koos and the Company were bound between February 11, 2025 and January 22, 2020.

 The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer
and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

 Qu arter
Ended March 31, 2025

 There
were no sales of unregistered securities during the three months ended March 31, 2025

 Quarter
Ended December 31, 2024

 On
November 1, 2024 the Company paid a dividend to all shareholders of record as of the record date of October 17. 2024 a dividend consisting
of one share of the Company's common stock for every one share held as of October 17, 2024. 15,426, 385 common shares were paid
to Shareholders of Record.

 On
November 4, 2024 the Company issued 500,000 shares of the Company's common stock in satisfaction of $20,000 of principal convertible
indebtedness.

 The
shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer
and Sale of shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the shares.

 On
November 13, 2024 the Company issued 370,084 shares of the Company's common stock as consideration for nonemployee services.

 The
shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the "Act"). 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. There was no advertisement or general solicitation made in connection with this Offer
and Sale of shares. A legend was placed on the certificate that evidences the shares stating that the shares have not been registered
under the Act and setting forth or referring to the restrictions on transferability and sale of the shares.

 Submission
of Matters to a Vote of Security Holders

 No
matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.

 ITEM
6. SELECTED FINANCIAL DATA

 As
we are a "smaller reporting company" as defined by Rule 229.10(f)(1), we are not required to provide the information required
by this Item.

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

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our audited consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 and highlight
certain other information which, in the opinion of management, will enhance a reader's understanding of our financial condition,
changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant
trends and material changes in our financial position and the operating results of our business during the year ended September 30, 2025,
as compared to the fiscal year ended September 30, 2024. This discussion should be read in conjunction with our consolidated financial
statements for the fiscal years ended September 30, 2025 and 2024 and related notes included elsewhere in this 10-K. These historical
financial statements may not be indicative of our future performance. This Management's Discussion and Analysis of Financial Condition
and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could
be affected by the uncertainties and risks. Throughout this report, the terms "our," "we," "us,"
and the "Company" refer to Regen Biopharma, Inc. and its subsidiaries.

 Forward
Looking Statements

 All
statements other than statements of historical facts contained in this report, including statements regarding future operations, are
forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may,"
"will," "estimate," "continue," "anticipate," "intend," "could,"
"would," "expect," "objective," "plan," "potential," "seek,"
"grow," "target," "if," and similar expressions intended to identify forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that
we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations,
objectives, and financial needs.

 Results
of Operations

 Twelve Months Ended

 September 30,2025

 Changes

 Percent of Revenue

 Percent of Revenue

 Net revenue:

 53.50
 %

 53.50
 %

 0.00
 %

 Revenues, Related Party

 110,001

 46.50
 %

 46.50
 %

 0.00
 %

 Net revenue

 236,561

 100.00
 %

 236,560

 100.00
 %

 0.00
 %

 Operating expenses:

 Research and Development

 11,725

 4.96
 %

 153,685

 64.97
 %

 (141,960
)

 -1210.75
 %

 General and Administrative

 75,113

 31.75
 %

 58,920

 24.91
 %

 16,193

 21.56
 %

 Consulting and Professional Fees

 398,263

 168.36
 %

 363,961

 153.86
 %

 34,302

 8.61
 %

 Rent

 90,000

 38.05
 %

 77,215

 32.64
 %

 12,785

 14.21
 %

 Total operating expenses

 575,101

 243.11
 %

 653,781

 276.37
 %

 (78,680
)

 -13.68
 %

 Loss from operations

 (338,540
)

 -143.11
 %

 (417,221
)

 -176.37
 %

 78,681

 -23.24
 %

 Other income (expense):

 Interest Expense

 (158,286
)

 -66.91
 %

 (72,445
)

 -30.62
 %

 (85,841
)

 54.23
 %

 Interest Expense attributable to Amortization of Discount

 (52,148
)

 -22.04
 %

 (28,998
)

 -12.26
 %

 (23,150
)

 44.39
 %

 Derivative Income (Expense)

 (675,528
)

 -285.56
 %

 (4,091
)

 -1.73
 %

 (671,437
)

 99.39
 %

 Penalties

 (50,000
)

 -21.14
 %

 0.00
 %

 (50,000
)

 100.00
 %

 Financing Fees

 (145,500
)

 -61.51
 %

 145,500

 -100.00
 %

 Total other income (expense), net

 (935,962
)

 -395.65
 %

 (251,034
)

 -106.12
 %

 (684,928
)

 73.18
 %

 Net loss before income taxes

 (1,274,502
)

 -538.76
 %

 (668,255
)

 -282.49
 %

 (606,247
)

 47.57
 %

 Income tax provision

 0.00
 %

 Net loss

 (1,274,502
)

 -538.76
 %

 (668,255
)

 -282.49
 %

 (606,247
)

 47.57
 %

from continuing operations were $236,561 for the fiscal year ended September 30, 2025 and $236,560 for the same period ended 2024. $110,001
and $110,000 of revenue from related parties recognized during the twelve months ended September 30 2025 and 2024 consisted of anniversary
expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. $126,560 and $126,560 of revenue recognized
during the twelve months ended September 30, 2025 and 2024 were recognized pursuant to licenses granted to Oncology Pharma, Inc.

 Operating
Expenses

 Operating
Expense were $575,101 for the twelve months ended September 30, 2025 and $653,781 for the same period ended 2024. The primarily operating
expense for 2025 consists of $ 398,263 of Consulting & Professional expenses and $90,000 in rent. In the previous year Consulting
and Professional fees expenditure were $363,391. During the period ended 2024 research and development expenses amounted to $153,565
constituting the second largest expense recognized during that period.

 Other

 For
the twelve months ended September 30 2025, the Company reported a net other expense of $(935,962) whereas in the same period ended 2024
the Company reported the net other expense of $(251,034). Net other expense was primarily driven by the recognition of a Derivative Expense
in of $(675,528) in 2025. For the period ended June 30, 2025 the Company also recognized higher interest and amortization expenses as
compared to the period ended 2024.

 Net
Loss

 The
Company recognized an Operating Loss of $338,540 during the fiscal year ended September 30, 2025 whereas the Company recognized an Operating
Loss of $417,221 for the same period ended 2024. The reduction in operating loss is primarily attributable to a reduction in all expense
categories other than General and Administrative expenses and rent incurred during the period ended 2025 as compared to the period ended
in 2025.

 Net
Loss is $1,274,502 for the fiscal year ended September 30, 2025 as opposed to a Net Loss of $668,255 for the same period ended 2024.
The difference is primarily attributable to the recognition by the Company of a Derivative Loss of $675,528 recognized in the period
ended in 2025.

 Liquidity
and Capital Resources

 Twelve Months ended 30-September

 2025

 2024

 Net cash used in operating activities

 $
 (383,591
)

 $
 (751,536
)

 Net cash provided by financing activities

 452,430

 631,215

 Net increase (decrease) in cash and cash equivalents

 $
 68,839

 $
 (120,321
)

 Operating
Activities

 Net
cash used in operating activities for the twelve months ended September 30, 2025 was $383,591, compared to $751,536, for the same period
ended 2024. The decrease in cash used in operating activities is primarily attributable to decreased operating expenses incurred by the
Company during the fiscal year ended 2025 as compared to the same period ended 2024.

 Financing
Activities

 Net
cash generated by financing activities for the twelve months ended September 30, 2025 was $452,430 which consisted of proceeds from
notes payables and sale of common stock.

 Liquidity
& Capital Resources Outlook

 As
of September 30, 2025, the Company had cash of $ 69,555 and a net working deficit of approximately $6.2 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 September 30, 2025, the Company had cash of approximately
$69,555 and an accumulated deficit of approximately $21 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 and/or governmental or private grants 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 September 30, 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.

 Item
15. Exhibit Index

 Exhibit
 Number

 Description
 of Exhibit

 31.1

 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934.

 31.2

 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934.

 32.1

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Regen
 Biopharma, Inc.

 By:

 /s/

 Name:

 David
 R. Koos

 Title:

 Chief Executive Officer

 Date:

 December
 30, 2025

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Regen
 Biopharma, Inc.

 By:

 /s/

 Name:

 David
 R. Koos

 Title:

 Acting
 Chief Financial Officer, Director

 Date:

 December
 30, 2025

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors

 and
Stockholders of Regen Biopharma, Inc. and Subsidiary

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying balance sheets of Regen Biopharma, Inc. (the "Company") as of September 30, 2025 and 2024,
the related statement of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its
cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company's significant operating losses raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern – As discussed in Note 2 to the financial statements, the Company has a going concern due to negative working capital
and losses from operations which raises substantial doubt about its ability to continue as a going concern. Auditing management's
evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues
and expenses, which are difficult to substantiate. To evaluate the appropriateness of the going concern, we examined and evaluated the
financial information along with management's plans to mitigate the going concern and management's disclosure on going concern.

 /s/
BCRG

 BCRG
Group (PCAOB ID 7158)

 We
have served as the Company's auditor since 2024.

 Irvine,
CA

 December
30, 2025

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 REGEN

BALANCE SHEETS

 September 30,

 September 30,

 2025

 2024

 (as restated)

 ASSETS:

 Current Assets

 Cash

 $
 69,555

 $

 Accounts receivable, related party

 204,873

 Prepaid expenses

 47,762

 Total Current Assets

 274,628

 143,351

 Investment securities, related party

 -

 TOTAL ASSETS

 $
 274,628

 $
 161,084

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable

 $
 1,714

 $
 29,669

 Accrued expenses

 1,838,230

 1,664,827

 Notes payable

 -

 252,111

 Notes payable - related parties

 191,339

 41,708

 Notes payable

 191,339

 41,708

 Unearned income

 1,338,611

 1,465,171

 Derivative liability

 2,079,618

 1,404,090

 Convertible notes payable, net of unamortized debt discount

 1,006,521

 Other current liabilities

 99,776

 21,000

 Total Current Liabilities

 6,555,811

 5,378,456

 TOTAL LIABILITIES

 6,555,811

 5,378,456

 STOCKHOLDERS' EQUITY (DEFICIT)

 Common Stock ($.0001 par value) 5,800,000,000 authorized and 39,374,704 and 5,258,235 shares issued and outstanding, respectively

 3,939

 Preferred Stock, 0.0001 par value, 800,000,000 authorized

 -

 -

 Series A Preferred; 739,000,000 authorized and 10,123,771 and 10,123,771 shares issued and outstanding,
 respectively

 1,011

 1,011

 Series AA Preferred; $ 0.0001 par value 600,000 authorized and 34 shares issued and outstanding

 -

 -

 Series M Preferred; $ 0.0001 par value 60,000,000 authorized and 29,338 shares issued and
 outstanding

 Series NC Preferred; $ 0.0001 par value 20,000 authorized and 15,007 shares issued and outstanding

 Preferred stock, value

 Additional Paid in capital

 15,628,062

 15,403,050

 Other Comprehensive Income

 ( 222,580
)

)

 Retained Earnings (Deficit)

 ( 21,691,620
)

 ( 20,417,118
)

 Total Stockholders' Equity (Deficit)

 ( 6,281,183
)

 ( 5,217,372
)

 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 $
 274,628

 $
 161,084

 The accompanying Notes are an integral part of
the Financial Statements

 F- 1

 REGEN

STATEMENT OPERATIONS

 Year Ended

 Year Ended

 Net revenue:

 $

 $

 Revenues, Related Party

 110,001

 Net revenue

 236,561

 236,560

 Operating expenses:

 Research and Development

 11,725

 153,685

 General and Administrative

 75,113

 58,920

 Consulting and Professional Fees

 398,263

 363,961

 Rent

 90,000

 77,215

 Total operating expenses

 575,101

 653,781

 Loss from operations

 ( 338,540
)

 ( 417,221
)

 Other income (expense):

 Interest Expense

 ( 158,286
)

 ( 72,445
)

 Interest Expense attributable to Amortization of Discount

 ( 52,148
)

 ( 28,998
)

 Derivative Income (Expense)

 ( 675,528
)

 ( 4,091
)

 Penalties

 ( 50,000
)

 Financing Fees

 ( 145,500
)

 Total other income (expense), net

 ( 935,962
)

 ( 251,034
)

 Net loss before income taxes

)

)

 Income tax provision

 Net loss

)

)

 Per common share basic and diluted:

 Net loss per common share, basic and diluted

 $
 ( 0.05
)

 $
 ( 0.16
)

 Number of weighted average shares - basic and diluted

 23,521,970

 4,110,265

 The
accompanying Notes are an integral part of the Financial Statements

 F- 2

 REGEN
BIOPHARMA, INC

STATEMENT OF COMPREHENSIVE INCOME (LOSS)

 2025

 2024

 Year Ended September 30

 2025

 2024

 Net Income (Loss)

 $
)

 $
)

 Other Comprehensive Loss:

 Unrealized Loss on Investment Securities

 ( 17,733
)

)

 Comprehensive Loss

 $
 ( 1,292,235
)

 $
 ( 873,102
)

 The
accompanying Notes are an integral part of the Financial Statements

 F- 3

 REGEN

STATEMENT OF SHAREHOLDERS' DEFICIT

 in
 Capital

 Deficit

 Total

 A Preferred

 AA Preferred

 NC Preferred

 M Preferred

 Additional

 Paid-in

 Other

 Comprehensive

 Accumulated

 in
 Capital

 Deficit

 Total

 Balance
 September 30, 2023

 409,551

 $

 $

 3,506,366

 29,338

 $
 14,644,467

 $
 ( 19,748,863
)

 $
 ( 5,103,999
)

 Shares issued for Cash

 1,001,954

 563,622

 563,722

 Shares issued for Financing Expenses

 500,000

 145,450

 145,500

 Shares issued for Services

 249,915

 37,438

 37,463

 Preferred
 stock issued for services

 20,068

 13,042

 13,044

 Preferred
 stock distributed as dividend

 9,694,152

 ( 969
)

 Unrealized
 Loss

)

)

 Net
 Income (Loss)

)

)

 Balance

 10,123,771

 $
 1,011

 $

 $

 5,258,235

 $

 29,338

 $

 $
 15,403,050

 $
)

 $
 ( 20,417,118
)

 $
 ( 5,217,372
)

 Balance

 10,123,771

 $
 1,011

 $

 $

 5,258,235

 $

 29,338

 $

 $
 15,403,050

 $
)

 $
 ( 20,417,118
)

 $
 ( 5,217,372
)

 stock paid as dividend

 15,426,385

 1,543

 ( 1,543
)

 stock issued in satisfaction of debt

 1,180,979

 42,007

 42,125

 stock issued in satisfaction of interest

 1,319,021

 44,253

 44,385

 Shares issued for Cash

 16,190,084

 1,619

 140,295

 141,914

 Net
 Income (Loss)

)

)

 Unrealized
 Loss

 ( 17,733
)

 ( 17,733
)

 Balance

 10,123,771

 $
 1,011

 $

 $

 39,374,704

 $
 3,939

 29,338

 $

 $
 15,628,062

 $
 ( 222,580
)

 $
 ( 21,691,620
)

 $
 ( 6,281,183
)

 The
accompanying Notes are an integral part of the Financial Statements

 F- 4

 REGEN

STATEMENT OF CASH FLOWS

 Year Ended

 September 30

 Year Ended

 September 30

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net Income (loss)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Changes in derivative liability

 675,528

 4,090

 Increase (Decrease) in Interest expense attributable to amortization of Discount

 52,148

 ( 28,998
)

 Preferred Stock issued for Compensation

 13,048

 Common Stock issued for Compensation

 37,463

 Common Stock issued for Expenses

 128,100

 145,500

 (Increase) Decrease in Accounts Receivable

 ( 110,000
)

 ( 94,874
)

 (Increase) Decrease in Prepaid Expenses

 47,562

 ( 37,762
)

 Increase (Decrease) in Accounts Payable

 ( 7
)

 Increase (Decrease) in Accrued Expenses

 173,312

 19,946

 Increase (Decrease) in Penalties

 Increase (Decrease) in Unearned Income

 ( 126,560
)

 ( 141,687
)

 Net Cash Provided by (Used in) Operating Activities

 ( 383,591
)

 ( 751,536
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Increase (Decrease) in Convertible Notes Payable

 194,599

 ( 10,000
)

 Increase (Decrease) in Notes Payable

 77,493

 Increase (Decrease) Other Liabilities

 Common stock issued for cash

 58,200

 563,722

 Borrowings from notes payable to related parties

 149,631

 Net Cash Provided by (Used in) Financing Activities

 452,430

 631,215

 Net Increase (Decrease) in Cash

 68,839

 ( 120,321
)

 Cash at Beginning of Period

 121,037

 Cash at End of Period

 $
 69,555

 $

 Supplemental Disclosure of noncash investing and financing activities:

 Common Shares issued for Notes Payable

 $
 42,125

 $

 Convesion of Notes Payble to Convertible Debt

 $
 232,111

 $

 Common Shares issued for interest

 $
 44,395

 $

 The
accompanying Notes are an integral part of the Financial Statements

 F- 5

 REGEN

 Notes
to Consolidated Financial Statements

 As
of September 30, 2025

 1.
 ORGANIZATION

 The
Company was organized April 24, 2012 under the laws of the State of Nevada.

 The
Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities
up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license
those developed applications or, alternatively, advance the application further to Phase III clinical trials.

 The
Company is currently engaged in actively identifying small molecules that inhibit or express NR2F6 leading to immune cell activation
for oncology applications and immune cell suppression for autoimmune disease.

 The
Company is in the early stages of development of its proposed products and therapies. The Company will be required to obtain approval
from the FDA in order to market any of The Company's products or therapies. No approval has been granted by the FDA for the marketing
and sale of any of the Company's products and therapies and no assurance may be given that any of the Company's products
or therapies will be granted such approval. The Company's current plans include the development of regenerative medical applications
up to the point of successful completion of Phase I and/ or Phase II clinical trials after which the Company would either attempt to
sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The Company
can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such
sale or license will be on terms favorable to the Company.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Going
Concern Matters

 The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America ("GAAP"), which assume the Company's ongoing operations as a going concern. The Company incurred
a net comprehensive loss of $ 1,274,502 during the twelve months ended September 30, 2025, and has an accumulated deficit of $ 21,691,620
as of September 30, 2025.

 Management
intends to secure additional operating funds through equity or debt offerings. However, success in this endeavor is not guaranteed. There
are no assurances that the Company will be able to (1) attain a revenue level sufficient to generate adequate cash flow from operations
or (2) secure additional financing through private placements, public offerings, or loans necessary to support its working capital requirements.
If funds from operations and any private placements, public offerings, or loans prove insufficient, the Company will need to explore
alternative sources of working capital. No guarantee exists that such financing will be available, or if available, on terms acceptable
to the Company. Failure to obtain sufficient working capital may compel the Company to reduce or cease its operations.

 Due
to uncertainties related to these issues, significant doubt persists regarding the company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments regarding the recoverability or classification of asset
values, nor the amounts and classifications of liabilities that might arise if the Company is unable to maintain its operations.

 Basic
of Presentation

 The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this
basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has
adopted a September 30 year-end.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of KCL Therapeutics, Inc., a Nevada corporation and wholly owned subsidiary of
Regen. Significant inter-company transactions have been eliminated.

 F- 6

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that
affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include accounts receivables,
accrued liabilities, income taxes, long-lived assets, and deferred tax valuation allowances. These estimates generally involve complex
issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of
time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.

 Reverse
Stock Split

 On
March 6, 2023, the Company filed a Certificate of Amendment (the "Certificate of Amendment") to the Company's
Certificate of Incorporation to effect a reverse stock split of its issued Common Stock in the ratio of 1-for-1,500 (the
"Reverse Stock Split"). As a result of the Reverse Stock Split, the total number of shares of common stock held by each
shareholder was converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common
stock held by such shareholder immediately prior to the Reverse Split, divided by (ii) 1,500, and then rounded up to the nearest
whole number. No fractional shares were issued, and no cash or other consideration was paid to any shareholder. Instead, the Company
issued one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise would have received a
fractional share as a result of the Reverse Stock Split. Except for the Company's historical financial statements and unless
otherwise stated, all option, share, and per share information gives effect to the Reverse Stock Split.

 The
historical financial statements have been retroactively adjusted to reflect a 1 for 1500 reverse stock split of all issued series of
stock effective as of March 6, 2023.

 Derivative
Liability

 The
Company analyzes the conversion feature of Convertible Notes for derivative accounting consideration under ASC 815-15 "Derivatives
and Hedging. ASC 815-15 requires that the conversion features are bifurcated and separately accounted for as an embedded derivative contained
in the Company's convertible debt. The embedded derivative is carried on the balance sheet at fair value. Any unrealized change
in fair value, as determined at each measurement period, is recorded as a component of the income statement and the associated carrying
amount on the balance sheet is adjusted by the change. The Company values the embedded derivative using the Black-Scholes pricing model.

 The
Black Scholes pricing model used to determine the Derivative Liability on convertible notes issued by the Company in which an embedded
derivative is recognized as of September 30, 2025 utilized the following inputs:

OF DERIVATIVE LIABILITY ON CONVERTIBLE NOTES USING BLACK SCHOLES PRICING MODEL

 Schedule of Derivative liability

 Risk Free Interest Rate

 3.68
 %

 Expected Term

 0.82 – ( 5.41) Yrs

 Expected Volatility

 1186.04
 %

 Expected Dividends

 -

Taxes

 The
Company accounts for income taxes using the liability method prescribed by ASC 740, "Income Taxes." Under this method, deferred
tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities
using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation
allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or
all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or
loss in the period that includes the enactment date.

 The
Company applied the provisions of ASC 740-10-50, "Accounting For Uncertainty In Income Taxes", which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain
open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations
for a given audit period could result in an adjustment to the Company's liability for income taxes. Any such adjustment could be
material to the Company's results of operations for any given quarterly or annual period based, in part, upon the results of operations
for the given period. As of September 30, 2025 the Company had no uncertain tax positions, and will continue to evaluate for uncertain
positions in the future.

 F- 7

 The
Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100 % has been established.

 Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.

 Basic
Earnings (Loss) Per Share

 The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common
stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted
the provisions of ASC 260 effective from inception.

 Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.

 Advertising

 Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $ 0 and $ 0 for the years ended September 30,
2025 and 2024

 Revenue
Recognition

 The
Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees.
The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment
to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty
revenue by applying this percentage to the Company's estimate of applicable licensee sales. The Company bases this estimate on
an analysis of each licensee's sales results. Where warranted, revenue from licensees for contractual obligations such as License
Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned
by the Company.

 Research
and Development Cost

 Research
and development (R&D) costs are expensed as incurred. R&D costs are related to the Company's internally funded development
of the Company's product developments and patents. The Company R&D costs were $ 11,725 and $ 153,685 for the years ended September
30, 2025 and 2024.

 Fair
Value Measurement

 The
estimated fair values of financial instruments reported in the consolidated financial statements have been determined using available
market information and valuation methodologies, as applicable. The fair value of cash due to its short maturity is classified as a Level
1 instrument within the fair value hierarchy.

 Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value
based upon the following fair value hierarchy:

 Level
 1 —

 Quoted
 prices in active markets for identical assets or liabilities;

 Level
 2 —

 Observable
 inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not
 active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
 assets or liabilities; and

 Level
 3 —

 Unobservable
 inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 As
of September 30, 2024 the following table represents the Company's fair value hierarchy for items that are required to be measured
at fair value on a recurring basis:

OF FAIR VALUE HIERARCHY MEASURED AT RECURRING BASIS

 Level 1

 Level 2

 Level 3

 Investment Securities (Related Party)

 -

 -

 $

 F- 8

 Stock-Based

 The
Company accounts for share-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, Share-based
Payment, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated
financial statements based on their fair values. The fair value of stock options is calculated by using the Black-Scholes option pricing
formula that requires estimates for expected volatility, expected dividends, the risk-free interest rate and the term of the option.
If any of the assumptions used in the Black-Scholes model change significantly, share-based compensation expense may differ materially
in the future from that recorded in the current period.

 Segment
Reporting

 FASB
ASC Topic 280, Segment Reporting, requires public companies to report financial and descriptive information about their reportable operating
segments. The Company's management identifies operating segments based on how the Company's management internally evaluate
separate financial information, business activities and management responsibility. At the current time, the Company has only one reportable
segment, primarily in the development of regenerative medical applications

Taxes

 The
Company uses the asset and liability method of accounting for income taxes in accordance with ASU 740, "Income Taxes". Under
this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future
tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation
allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than
not that some portion or all of the deferred tax assets will not be realized. The Company is subject to Income tax filings requirements
in U.S. federal and various state jurisdictions. The Company's tax returns for all years are subject to U.S. federal, state, and
local income tax examinations by tax authorities. The Company reports income tax related interest and penalties within the income tax
line item on the consolidated statements of operations. The Company likewise reports the reversal of income tax-related interest and
penalties within such line item to the extent the Company resolves the liabilities for uncertain tax positions in a manner favorable
to the accruals.

 Recent
Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which requires entities to estimate all expected
credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on
historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted this guidance on January 1,
2023. The adoption of this accounting standard did not have an impact on the Company's consolidated financial statements as the
Company is in a pre-revenue state and does not generate revenue and has no receivables from third party.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires
incremental disclosure of segment information on an interim and annual basis. This ASU is effective for public entities for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective application
to all prior periods presented in the financial statements is required for public entities. The Company adopted ASU 2023-07 as of January
1, 2024, which resulted in additional disclosures of significant segment expenses and other segment items as well as incremental qualitative
disclosures.

 Other
recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC did not or are
not believed by management to have a material impact on the Company's present or future consolidated financial statements.

 F- 9

 3.
 ACCOUNTS RECEIVABLE

 Accounts
receivable consisted of the following:

 SCHEDULE OF ACCOUNTS RECEIVABLE

 Accounts receivables – related party

 $
 204,873

 $

 Total – Accounts receivables

 $
 204,873

 $

the quarter ended June 30, 2025 there was no allowance for doubtful accounts. The CEO of the Company is also executive of the company
related to accounts receivables.

 4.
 PREPAID EXPENSES

 Prepaid
expenses were comprised of the following:

OF PREPAID EXPENSES

 Prepaid expenses

 $

 $
 42,762

 Prepaid Rent

 -

 5,000

 Total – Accounts receivables

 $

 $
 47,762

 Prepaid
expenses consist of payments of certain expenses by cash or issuance of shares for which services are pending to be received.

 5.
 INVESTMENTS

 The
Company classifies its investment securities as available-for-sale. Available-for-sale securities are recorded at fair value, with unrealized
gains and losses reported as a component of other comprehensive income (loss), net of related tax effects, until realized. Realized gains
and losses are recognized in earnings when the securities are sold, using the specific identification method. Declines in fair value
judged to be other-than-temporary are recognized in earnings.

 The
Company evaluates its investment portfolio for credit losses on a quarterly basis. If a decline in fair value below amortized cost is
determined to be credit-related and the Company does not intend to sell the security, nor is it more likely than not that the Company
will be required to sell the security before recovery of its amortized cost basis, the expected credit loss is recognized in earnings
and the non-credit portion is recorded in other comprehensive income.

 As
of September 30, 2025 and September 30, 2024, the Company determined that no allowance for credit losses was required for its available-for-sale
securities. Fair value measurements are categorized based on the inputs used to determine fair value. The fair values of the Company's
AFS securities are primarily based on Level 3 inputs.

 The
Company also holds investments in certain privately held equity securities that do not have a readily determinable fair value and are
not accounted for under the equity method. These securities are measured at cost, less impairment (if any), and adjusted for observable
price changes in orderly transactions for identical or similar investments.

 The
fair value of Level 3 investments is based on valuation models that include unobservable inputs such as projected cash flows, market
comparables, and management assumptions. These valuations require significant judgment and estimation by management.

 The
above mentioned constitute the Company's sole related party investment securities as of September 30, 2025 and September 30, 2024.
No public market exists for any of the securities of Zander Therapeutics, Inc. The Company owns 7.9 % of the total shares of Zander Therapeutics,
Inc. As of September 30, 2025 the Company recognized an unrealized loss of $ 17,733 on its shares of Zander Therapeutics, Inc. due to
factors including low probability of a public market developing for the securities of Zander and operational losses incurred by Zander.

 F- 10

 Investments
consisted of the following:

 SCHEDULE OF INVESTMENTS

 As
 of September 30, 2025

 As
 of September 30, 2024

 470,588 Common Shares of Zander Therapeutics, Inc.

 $

 $
 6,495

 725,000 Series M Preferred of Zander Therapeutics, Inc.

 11,238

 Investments, net

 $

 $
 17,333

Shares of Zander Therapeutics, Inc.

 On
June 11, 2018, Regen Biopharma, Inc. was paid a property dividend consisting of 470,588 of the common shares of Zander Therapeutics,
Inc.

 Basis

 Fair Value

 Total Unrealized Gains/(Loss)

 $
 87,608

 $

 $
 ( 87,608
)

M Preferred of Zander Therapeutics, Inc.

 On
November 29, 2018, the Company accepted 725,000 shares of the Series M Preferred stock of Zander Therapeutics, Inc. in satisfaction of
prepaid rent and accrued interest owed to the Company collectively amounting to $ 13,124.

 Basis

 Fair Value

 Total Unrealized Gains/(Loss)

 $
 134,971

 $

 $
 ( 134,971
)

 On
September 30, 2025 and September 30, 2024, the Company revalued 470,588 of the common shares of Zander Therapeutics, Inc. and 725,000
shares of the Series M Preferred stock of Zander Therapeutics, Inc. based on the following inputs:

 Fair Value of Intellectual Property

 $
 300,000

 Prepaid Expenses

 65,661

 Due from Employee

 -

 Note Receivable

 40000

 Accrued Interest Receivable

 35,000

 Investment Securities

 258,255

 Convertible Note Receivable

 10,000

 Accounts Payable

 30,563

 Notes Payable

 400,000

 Accrued Expenses Related Parties

 162,011

 Notes Payable Related Party

 -

 Accrued Expenses

 647,072

 Enterprise Value

 1,948,562

 Less: Total Debt

 ( 1,239,646
)

 Portion of Enterprise Value Attributable to Shareholders

 $
 708,916

 Fair Value per Shares

 $
 0.0155

 The
abovementioned constitutes the Company's sole related party investment securities as of September 30, 2025.

 F- 11

 6.
 ACCRUED EXPENSES

 Accrued
Expenses were comprised of the following:

 SCHEDULE OF ACCRUED EXPENSES

 Accrued payroll taxes

 $
 28,753

 $
 4,241

 Accrued Interest

 476,434

 362,533

 Accrued Payroll

 1,206,630

 1,256,630

 Accrued Rent

 85,000

 -

 Other Accrued Expenses

 41,423

 41,423

 Total Accrued Expenses

 $
 1,838,230

 $
 1,664,827

 7.
 UNEARNED INCOME

 Unearned
income is attributable to payments made to the Company and its wholly owned subsidiary pursuant to two license agreements for which income
is recognized over the terms of the agreement.

 8.
 NOTES PAYABLE

 Notes
payable consisted of the following:

OF NOTES PAYABLE TO NON RELATED PARTY

 Bostonia Partners, Inc.

 $
 -

 $
 48,500

 Conventry Enterprises LLC

 -

 250,000

 Total notes payable

 -

 248,500

 Less – Accumulated amortization

 -

 ( 46,389
)

 Total notes payable

 $
 -

 $
 252,211

 The
terms of the notes payable are as follows:

 Bostonia
 Partners, Inc.

 In
 2023, the Company borrowed $ 50,000 with interest at 10 % per annum due in March 2024. In October 2024 this note payable of $ 48,500
 was amended into convertible note.

 Conventry
 Enterprises LLC

 On
 September 4, 2024, the Company entered into a securities purchase agreement (the "Purchase Agreement") with Coventry
 Enterprises, LLC ("Coventry"), pursuant to which Coventry Enterprises purchased a 10 % unsecured promissory Note (the
 "Note") from the Company in the principal amount of $ 250,000 of which $ 25,000 was retained by Coventry through an Original
 Issue Discount. The Note carries "Guaranteed Interest" on the principal amount at the rate of 10 % per annum for the ten
 10 month term of the Note for an aggregate Guaranteed Interest $ 25,000. The Principal Amount and the Guaranteed Interest shall be
 due and payable in ten equal monthly payments $ 27,500 commencing on November 4, 2024, and continuing on the fourth day of each month
 thereafter until paid in full not later than September 4, 2025.

 In
 the first quarter of fiscal year 2025 this note payable of $ 250,000 was reclassified as a convertible note in accordance with terms
 and conditions of default provisions of the Note. Coventry has also elected to enforce a default provision of the Note which had
 the effect of increasing the interest rate to 18 % and increasing outstanding principal and accrued interest to 120 % of the original
 amounts due and payable.

 F- 12

 9.
 NOTES PAYABLE TO RELATED PARTIES

 Notes
payable to related parties consisted of the following:

OF NOTES PAYABLE TO RELATED PARTIES

 David Koos

 $
 73,303

 $
 1,708

 BST Partners

 58,836

 -

 Zander Therapeutics, Inc.

 59,200

 40,000

 Total notes payable to related parties

 191,339

 41,708

 Less – current portion

 ( 191,339
)

 ( 41,708
)

 Total Long Term notes payable

 $
 -

 $
 -

 The
terms of notes payable are as follows:

 David
 Koos

 $ 73,303
 lent to the Company by David Koos is due and payable at the demand of the holder and bears simple interest at a rate of 15 % per annum.

 BST
 Partners

 the quarter ended December 31, 2024 BST Partners lent the Company $ 46,599 which bears simple interest at a rate of 10 % per annum.

 the quarter ended March 31, 2025 BST Partners lent the Company $ 40,616 which bears simple interest at a rate of 10 % per annum.

 the quarter ended June 30, 2025 BST Partners lent the Company $ 46,621 which bears simple
 interest at a rate of 10 % per annum

 the quarter ended September 30, 2025 the Company repaid $ 75,000 in principal indebtedness to BST Partners.

 BST
 Partners and the Company are under common control.

 Therapeutics, Inc.

 $ 15,000
 lent to the Company by Zander Therapeutics, Inc. is due and payable on May 3. 2025 and bears simple interest at a rate of 10 % per
 annum.

 $ 25,000
 lent to the Company by Zander Therapeutics, Inc. is due and payable on June 5. 2025 and bears simple interest at a rate of 10 % per
 annum.

 $ 10,000
 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 4, 2025 and bears simple interest at a rate of 10 %

 $ 4,700
 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 15 2025 and bears simple interest at a rate of 10 %

 $ 4,500
 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 23 2025 and
 bears simple interest at a rate of 10 % per annum.

 Therapeutics, Inc, and the Company are under common control.

 F- 13

 10.
 CONVERTIBLE NOTES PAYABLE

 Convertible
notes payable consisted of the following:

OF CONVERTIBLE NOTES

 Lender 1 – May 5, 2017 – Annual interest rate at 10%, maturity date May 5, 2020

 $
 200,000

 $
 200,000

 Lender 1 – May 5, 2017 – Annual interest rate at 10 %, maturity date May 5, 2020

 $
 200,000

 $
 200,000

 Lender 2 – May 8, 2016 – Annual interest rate at 8 %, maturity date March 7, 2019

 Lender 3 – April 6, 2016 – Annual interest rate at 8 %, maturity date April 5, 2019

 Lender 4 – December 20, 2017 – Annual interest rate at 10 %, maturity date December 20, 2020

 Lender 5 – October 31, 2016 – Annual interest rate at 10 %, maturity date October 30, 2018

 49,880

 49,880

 Lender 6 – September 4, 2024

 277,875

 -

 Lender 7 – October 28, 2024

 28,500

 -

 Lender 8- July 28, 2025

 130,000

 -

;Lender 9 - August 5, 2025

 -

 Total
 convertible notes payable

 1,036,255

 Total convertible notes payable

 Less – unamortized debt discount

 ( 29,734
)

 -

 Total convertible notes payable

 $
 1,006,521

 $

 i.

 On
 May 5, 2017 ("Issue date") the Company issued a Convertible Note ("Note") in the face amount of $ 200,000
 for consideration consisting of $ 200,000 cash. The Note pays simple interest in the amount of 10 % per annum. The maturity of the
 Note is May 5, 2020. The Note is convertible into the Common Shares of Regen at a price per share ("Conversion Price")
 equivalent to the lower of (a) a 75 % discount to the closing price of the common stock of the Company on the trading day immediately
 prior to the date a conversion notice is given by the Lender to Regen or (b) $ 375 per common share as of the date which is the earlier
 of: As of June 30, 2025 $ 200,000 of the principal amount of the Note remains outstanding.

 ii.

 On
 March 8, 2016 ("Issue date") the Company issued a Convertible Note ("Note") in the face amount of $ 100,000
 for consideration consisting of $ 100,000 cash. The Note pays simple interest in the amount of 8 % per annum. The maturity of the Note
 is three years from the issue date. As of June 30, 2025 $ 100,000 of the principal amount of the Note remains outstanding

 iii.

 On
 April 6, 2016 ("Issue date") the Company issued a Convertible Note ("Note") in the face amount of $ 50,000
 for consideration consisting of $ 50,000 cash. The Note pays simple interest in the amount of 8 % per annum. The maturity of the Note
 is three years from the issue date. As of June 30, 2025 $ 50,000 of the principal amount of the Note remains outstanding.

 iv.

 On
 December 20, 2017 ("Issue date") the Company issued a Convertible Note ("Note") in the face amount of $ 100,000
 for consideration consisting of $ 100,000 cash. The Note pays simple interest in the amount of 10 % per annum. The maturity of the
 Note is December 20, 2020. The Note may be converted into the Common Shares of Regen at a price per share ("Conversion Price")
 equivalent to the lower of (a) a 75 % discount to the closing price of the common stock of the Company on the trading day immediately
 prior to the date a conversion notice is given by the Lender to Regen or (b) $ 37.50 per common share as of the date which is the
 earlier of: As of June 30, 2025 $ 100,000 of the principal amount of the Note remains outstanding.

 v.

 On
 October 31, 2016 ("Issue date") the Company issued a Convertible Note ("Note") in the face amount of $ 50,000
 for consideration consisting of $ 50,000 cash. The Note pays simple interest in the amount of 10 % per annum. The maturity of the Note
 is two years from the issue date. As of June 30, 2025 $ 50,000 of the principal amount of the Note remains outstanding.

 F- 14

 vi.

 Effective
 September 4, 2024 the Company entered into a securities purchase agreement (the "Purchase Agreement") with Coventry Enterprises,
 LLC ("Coventry"), pursuant to which Coventry Enterprises purchased a 10 % unsecured promissory Note (the "Note")
 from the Company in the principal amount of $ 250,000 for consideration of $ 200,000.

 The
 Note carries "Guaranteed Interest" on the principal amount at the rate of 10 %
 per annum for the 10 ten month term of the Note for an aggregate Guaranteed Interest $ 25,000.
 The Principal Amount and the Guaranteed Interest shall be due and payable in ten equal monthly
 payments $ 27,500 commencing on November 4, 2024, and continuing on the fourth day of each
 month thereafter (each, a "Monthly Payment Date") until paid in full not later
 than September 4, 2025.

 Upon
 an Event of Default (as such term is defined in the Note) the Note became convertible, in whole or in part, into shares of Common
 Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days
 preceding a Conversion Date.

 vii.

 On
 October 28, 2024 a promissory note in the amount $ 48,500 ("Note") was reclassified
 as a convertible note payable due to a negotiated change in the terms and conditions of the
 Note. The Note may be converted into the Common Shares of Regen at a price per share ("Conversion
 Price") equivalent to the lower of (a) a 50 % discount to the lowest closing bid price
 of the common stock of the Company during the ten reading day period immediately prior to
 the date a conversion notice is given by the Lender to Regen or (b) $ 0.04 per common share.
 As of June 30, 2025 $ 28,500 of the principal balance of the Note remained outstanding.

 viii.
 On July 28, 2025 Regen Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase
 Agreement") with CFI Capital LLC ("CFI"), pursuant to which CFI purchased a 6 % convertible promissory Note (the
 "Note") from the Company in the principal amount of $ 130,000 of which $ 13,000 was retained by CFI through an Original
 Issue Discount. The Note is due and payable on July 28, 2026.

 The
 Holder of this Note is entitled, at its option, at any time after the 6th monthly anniversary of this Note, to convert all or any
 amount of the principal face amount of this Note 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 including the day upon
 which a Notice of Conversion is received by the Company.

 ix.
 On August 5, 2025 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.

 The
 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.

 F- 15

 11.
 DERIVATIVE LIABILITY

 The
Company analyzed the conversion feature of the Note for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging"
and determined that the embedded conversion feature should be classified as a liability due to their being no explicit limit to the number
of shares to be delivered upon settlement of the above conversion features. ASC 815-15 requires that the conversion features are bifurcated
and separately accounted for as an embedded derivative contained in the Company's convertible debt. The embedded derivative is
carried on the balance sheet at fair value. Any unrealized change in fair value, as determined at each measurement period, is recorded
as a component of the income statement and the associated carrying amount on the balance sheet is adjusted by the change.

 The
Company values the embedded derivative using the Black-Scholes pricing model and a derivative liability of $ 2,079,618 was recognized
by the Company as of September 30, 2025.

 Derivative
liability consisted of the following:

OF DERIVATIVE LIABILITY

 Lender 1

 $
 770,370

 Lender 4

 192,593

 Lender 5

 385,185

 Lender 6

 308,750

 Lender 7

 54,720

 Lender 8

 208,000

 Lender 9

 160,000

 Total derivative liabilities

 $
 2,079,618

 Derivative liabilities

 $
 2,079,618

 12.
 STOCKHOLDERS' EQUITY

 The
stockholders' equity section of the Company contains the following classes of capital stock as of September 30, 2025:

 stock, $ 0.0001 par value; 5,800,000,000 shares authorized: 39,374,704 shares issued and outstanding.

 With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

 On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive,
out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 Preferred
Stock, $ 0.0001
par value, 800,000,000
shares authorized of which 600,000
is designated as Series AA Preferred Stock: 34
shares issued and outstanding as of September 30, 2025: 739,000,000
is designated Series A Preferred Stock of which 10,123,771
shares are outstanding as of September 30, 2025:, 60,000,000
is designated Series M Preferred Stock of which 29,338
shares are outstanding as of September 30, 2025:, and 20,000
is designated Series NC stock of which 15,007
shares are outstanding as of September 30, 2025.

 F- 16

 The
abovementioned shares authorized pursuant to the Company's certificate of incorporation may be issued from time to time without
prior approval of the shareholders. The Board of Directors of the Company shall have the full authority permitted by law to establish
one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional,
or no voting rights, and such designations, preferences, qualifications, restrictions, options, conversion rights and other special or
relative rights of any series of the Stock that may be desired.

 AA Preferred Stock

 On
September 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as
"Series AA Preferred Stock" (hereinafter referred to as "Series AA Preferred Stock").

 The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $ 0.0001. With respect to
each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times seven (7). Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.

 A Preferred Stock

 On
January 15, 2015 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary
of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as
"Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock").

 The
Board of Directors of the Company have authorized 739,000,000 shares of the Series A Preferred Stock, par value $ 0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times one. Except as
otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series A Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.

 Holders
of the Series A Preferred Stock will be entitled to receive, when, as and if declared by the board of directors of the Company (the "Board")
out of funds legally available therefore, non-cumulative cash dividends of $ 0.01 per quarter. In the event any dividends are declared
or paid or any other distribution is made on or with respect to the Common Stock, the holders of Series A Preferred Stock as of the record
date established by the Board for such dividend or distribution on the Common Stock shall be entitled to receive, as additional dividends
(the "Additional Dividends") an amount (whether in the form of cash, securities or other property) equal to the amount (and
in the form) of the dividends or distribution that such holder would have received had each share of the Series A Preferred Stock been
one share of the Common Stock, such Additional Dividends to be payable on the same payment date as the payment date for the Common Stock.

 Upon
any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (collectively, a "Liquidation"),
before any distribution or payment shall be made to any of the holders of Common Stock or any other series of preferred stock, the holders
of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital, surplus or
earnings, an amount equal to $0.01 per share of Series A Preferred (the "Liquidation Amount") plus all declared and unpaid
dividends thereon, for each share of Series A Preferred held by them.

 If,
upon any Liquidation, the assets of the Company shall be insufficient to pay the Liquidation Amount, together with declared and unpaid
dividends thereon, in full to all holders of Series A Preferred, then the entire net assets of the Company shall be distributed among
the holders of the Series A Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled
and such distributions may be made in cash or in property taken at its fair value (as determined in good faith by the Board), or both,
at the election of the Board.

 F- 17

 On
January 10, 2017 Regen Biopharma, Inc. ("Regen") filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock
designated and known as "Series M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").

 The
Board of Directors of Regen have authorized 60,000,000 shares of the Series M Preferred Stock, par value $ 0.0001. With respect to each
matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled to cast that number of
votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.

 The
holders of Series M Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance
with Nevada Law, in its discretion, from funds legally available therefore

 On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series M Preferred Stock shall receive,
out of assets legally available for distribution to Regen's stockholders, a ratable share in the assets of Regen.

 On
March 26, 2021 Regen Biopharma, Inc. ("Regen") filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock
designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as "Series NC Preferred Stock").

 The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $ 0.0001. With respect to each matter
submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes
which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 334. Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock shall vote as a single class
on all matters submitted to the stockholders.

 The
holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance
with Nevada Law, in its discretion, from funds legally available therefore

 On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall receive,
out of assets legally available for distribution to Regen's stockholders, a ratable share in the assets of Regen.

 On
May 20, 2024 Regen Biopharma, Inc. amended its Certificate of Incorporation adding the following Article 8 which is and reads as follows:

of one class or series of stock may be issued as a share dividend in respect of another class or series.

 On
May 21, 2024 the Board of Directors of Regen Biopharma, Inc declared a dividend to all shareholders of record as of June 20,2024 ("Record
Date") to be paid to shareholders on or about July 1, 2024 such dividend to be payable in shares of the Regen's authorized
but unissued Series A Preferred Stock and to consist of two share of Series A Preferred Stock for every one share of Regen Biopharma,
Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record
Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as
of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.

 On
July 3, 2024 9,694,152 Series A Preferred Shares were issued as a dividend to the Shareholders of Record.

 On
September 18, 2024 the Board of Directors of Regen Biopharma, Inc.("Regen") declared a dividend to all shareholders of record
as of October 17,2024 ("Record Date") be paid to shareholders on November 1, 2024 such dividend to be payable in shares of
the Regen's authorized but unissued Common Stock and to consist of one share of Common Stock for every one share of Regen Biopharma,
Inc. Common Stock owned as of the Record Date, every one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record
Date, every one share of Series AA Preferred Stock owned as of the Record Date, every one share of Series M Preferred Stock owned as
of the Record Date and every one share of Series NC Preferred Stock owned as of the Record Date.

 On
November 1, 2024 15,426,385 share of Common Stock were issued as a dividend to the Shareholders of record date of October 17. 2024 a
dividend consisting of one share of the Company's common stock for every one share held as of October 17, 2024. 15,426,385 common
shares were paid to Shareholders of Record.

 On
November 4, 2024 the Company issued 500,000 shares of the Company's common stock in satisfaction of $ 20,000 of principal convertible
indebtedness.

 On
November 13, 2024 the Company issued 370,084 shares of the Company's common stock as consideration for nonemployee services.

 On
June 10, 2025 the Company issued 10,000,000 shares of the Company's common stock in settlement of $ 50,000 salary accrued but unpaid
earned by David Koos for services rendered pursuant to that employment agreement entered into by and between the Company and David Koos
on February 10, 2015 and to which David Koos and the Company were bound between February 11, 2025 and January 22, 2020

 F- 18

 13.
 RELATED PARTY TRANSACTIONS

 The
Company had the following related party transactions:

 Revenue
 Transaction

 On
June 23, 2015 the Company entered into an agreement ("Agreement") with Zander Therapeutics, Inc. ("Zander") whereby
The Company granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual
property controlled by The Company ("License IP") for non-human veterinary therapeutic use for a term of fifteen years. Zander
is under common control with the Company.

to the Agreement, Zander shall pay to The Company one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000)
as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand
US dollars ($100,000) on July 15th, 2016 and each subsequent anniversary of the effective date of the Agreement.

 The
abovementioned payments may be made, at Zander's discretion, in cash or newly issued common stock of Zander.

to the Agreement, Zander shall pay to The Company royalties equal to four percent (4%) of the Net Sales, as such term is defined in the
Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

to the Agreement, Zander will pay The Company ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market
value as monetary consideration) received by Zander from sublicensees (excluding royalties from sublicensees based on Net Sales of any
Licensed Products for which The Company receives payment pursuant to the terms and conditions of the Agreement).

is obligated pay to The Company minimum annual royalties of ten thousand US dollars ($ 10,000) payable per year on each anniversary of
the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable
to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($ 10,000).

 The
Agreement may be terminated by The Company:

 If
 Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
 Product for any twelve (12) month period after Zander's first commercial sale of a Licensed Product.

 The
 Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement
 a patent has not been granted by the United States patent and Trademark Office to The Company with regard to that License IP.

 The
 Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
 patent and Trademark Office to The Company with regard to that License IP is terminated.

 The
Agreement may be terminated by either party in the event of a material breach by the other party.

 The
CEO of the Company is also the CEO and chairman of Zander.

 F- 19

 Sublease
 of Facility

 On
January 13, 2022 Regen Biopharma, Inc. entered into a sublease agreement with BST Partners ("BST") whereby Regen Biopharma,
Inc. would sublet office space located at 4700 Spring Street, Suite 304, La Mesa, California 91942 from BST on a month to month basis
for $ 5,000 per month beginning January 14, 2022. On April 26, 2024 the Company and BST agreed to amend that sublease agreement as follows:

 The
Company agreed that in addition to the base rent of $ 5,000 per month to be paid by the Company to BST the Company shall also reimburse
BST for any and all shared expenses as such term is defined within the original lease agreement by and between BST and CIF LaMesa LLP
beginning January 1, 2024.

 On
December 1, 2025 the sublease was terminated. The Company currently utilizes office space provided by the Company's CEO on a month
to month basis free of charge

 BST
Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.

 Notes
 Payable to Related Parties

 The
Company had the following notes payable to related party transactions

 Notes
 Payable to David Koos, CEO of the Company

 $ 73,303
 lent to the Company by David Koos, the Company's sole Board Member and Officer, is due and payable at the demand of the holder
 and bears simple interest at a rate of 15 % per annum.

 Notes
 Payable to Zander Therapeutics, Inc.

 $ 15,000
 lent to the Company by Zander Therapeutics, Inc. is due and payable on May 3. 2025 and bears simple interest at a rate of 10 % per
 annum.

 $ 25,000
 lent to the Company by Zander Therapeutics, Inc. is due and payable on June 5. 2025 and bears simple interest at a rate of 10 % per
 annum.

 $ 10,000
 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 4, 2025 and bears simple interest at a rate of 10 %

 $ 4,700
 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 15, 2025 and bears simple interest at a rate of 10 %

 $ 4,500
 lent to the Company by Zander Therapeutics, Inc. is due and payable on October 23, 2025 and bears simple interest at a rate of 10 %

 The
 CEO of the Company is also the CEO and chairman of Zander.

 Notes
 Payable to BST Partners

 BST
 Partners is controlled by David Koos who serves as the sole officer and director of Regen Biopharma, Inc.

 the quarter ended December 31, 2024 BST Partners lent the Company $ 46,599.

 the quarter ended March 31, 2025 BST Partners lent the Company $ 40,616.

 the quarter ended June 30, 2025 BST Partners lent the Company the $ 46,621 which bears simple
 interest at a rate of 10 % per annum

 the quarter ended September 30, 2025 the Company repaid $ 75,000 in principal indebtedness to BST Partners.

 BST
 Partners and the Company are under common control.

 F- 20

 14.
 INCOME TAXES

OF DEFERRED TAX ASSETS

 As
of September 30, 2024

 Deferred tax assets:

 Net operating tax carry forwards

 $
 4,287,595

 Other

 -

 Gross deferred tax assets

 4,287,595

 Valuation allowance

 ( 4,287,595
)

 Net deferred tax assets

 $
 -

 As
of September 30, 2025

 Deferred tax assets:

 Net operating tax carry forwards

 $
 4,555,240

 Other

 ( 0
)

 Gross deferred tax assets

 4,555,240

 Valuation allowance

 ( 4,555,240
)

 Net deferred tax assets

 -

 As
of September 30 2024 the Company has a Deferred Tax Asset of $ 4,287,595 completely attributable to net operating loss carry forwards
of approximately $ 21,691,620. The amount and availability of any net operating loss carryforward will be subject to the limitations set
forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period; whether
there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss
carryforward.

 As
of September 30 2025 the Company has a Deferred Tax Asset of $ 4,555,240 completely attributable to net operating loss carry forwards
of approximately $ 21,709,233. The amount and availability of any net operating loss carryforward will be subject to the limitations set
forth in the Internal Revenue Code. Such factors as the number of shares ultimately issued within a three-year look-back period; whether
there is a deemed more than 50% change in control; the applicable long-term tax exempt bond rate; continuity of historical business;
and subsequent income of the Company all enter into the annual computation of allowable annual utilization of any net operating loss
carryforward

 Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and
carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain.

 A
corporation is considered to undergo "an ownership change" if, as a result of changes in the stock ownership by "5-percent
shareholders" or as a result of certain reorganizations, the percentage of the corporation's stock owned by those 5-percent
shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time
during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at
any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in
a single offering or exchange transaction) who are not individually 5-percent shareholders.

 As
the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that
such funding needs may be met through the sale of equity securities to "5-percent shareholders", the Company recognized a
valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to
 0.

 15.
 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 Subsequent
to the original issuance of Regen's annual unaudited financial statements for the year ended September 30, 2024 the Company determined
that the following revisions are required

 The
value given to 249,915 common shares issued as nonemployee compensation has been adjusted to $ 0.1499 per share

 The
market price utilized in calculating Derivative Liability as of September 30, 2024 has been corrected to $ 0.1027 per share.

 $ 204,847
in Unrealized Losses on Investment Securities has been reclassified as Other Comprehensive Income

 Cumulative
Effect of Restatement of Previously Issued Financial Statements for the Year ended September 30, 2024:

 F- 21

 REGEN

BALANCE SHEETS

OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 Originally Presented
As of September 30, 2024

 Adjustments

 Restated
As of September 30, 2024

 ASSETS

 Current Assets

 Cash

 $

 -

 $

 Accounts Receivable, Related Party

 -

 Prepaid Assets

 64,289

 ( 16,527
)

 47,762

 Total Current Assets

 159,878

 ( 16,527
)

 143,351

 Other Assets

 Investment Securities, Related Party

 -

 Total Other Assets

 -

 TOTAL ASSETS

 $
 177,611

 ( 16,527
)

 $
 161,084

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable

 29,669

 -

 29,669

 Accrued Expenses

 1,664,827

 -

 1,664,827

 Notes Payable

 293,819

 -

 293,819

 Unearned Income

 1,465,171

 -

 1,465,171

 Unearned Income (Related Party)

 -

 -

 -

 Unearned Income

 -

 -

 -

 Derivative Liability

 1,397,274

 6,816

 1,404,090

 Convertible Notes Payable Less unamortized discount

 -

 Convertible Notes Payable, Related Parties Less unamortized discount

 -

 -

 -

 Convertible Notes Payable

 -

 -

 -

 Other Current Liabilities

 21,000

 -

 21,000

 Total Current Liabilities

 5,371,640

 6,816

 5,378,456

 Long Term Liabilities:

 Notes Payable

 -

 -

 -

 Total Long Term Liabilities

 -

 -

 -

 TOTAL LIABILITIES

 5,371,640

 6,816

 5,378,456

 STOCKHOLDERS' EQUITY (DEFICIT)

 Common Stock ($.0001 par value) 500,000,000 shares authorized; 5,800,000,000 authorized and 3,354,866 issued and outstanding as of September 30,2022 and 3,506,366 shares issued and outstanding as of September 30, 2023.

 -

 Preferred Stock, 0.0001 par value, 800,000,000 authorized as of September 30,2022 and September 30, 2023 respectively

 -

 -

 -

 Series A Preferred; 739,000,000 authorized as of September 30, 2023 and 540,000,000 authorized as of September 30, 2022; 293,033 and 409,551 outstanding as of September 30,2022 and September 30, 2023 respectively

 1,011

 -

 1,011

 Series AA Preferred; $ 0.0001 par value 600,000 authorized and 34 and 34 outstanding as of September 30, 2022 and September 30,2023 respectively

 -

 -

 -

 Series M Preferred; $ 0.0001 par value 60,000,000 authorized and 29,338 outstanding as of September 30, 2023 and 60,000,000 authorized and 29,338 outstanding as of September 30, 2022

 -

 Series NC Preferred; $ 0.0001 par value 20,000 authorized and 15,007 outstanding as of September 30, 2023 and 7 outstanding as of September 30,2022

 -

 Preferred Stock, Value

 -

 Additional Paid in capital

 14,684,216

 ( 17,492
)

 14,666,724

 Contributed Capital

 736,326

 -

 736,326

 Accumulated Other Comprehensive Income

 -

)

)

 Retained Earnings (Deficit)

 ( 20,616,114
)

 198,996

 ( 20,417,118
)

 Total Stockholders' Equity (Deficit)

 ( 5,194,030
)

 ( 23,343
)

 ( 5,217,373
)

 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 $
 177,611

 ( 16,527
)

 $
 161,084

 F- 22

 REGEN

STATEMENTS OF OPERATIONS

 Originally Presented
As of September 30, 2024

 Adjustments

 Restated
As of September 30, 2024

 REVENUES

 $

 -

 $

 Revenues, Related Party

 -

 -

 TOTAL REVENUES

 236,560

 -

 236,560

 COST AND EXPENSES

 Research and Development

 153,685

 -

 153,685

 General and Administrative

 58,920

 -

 58,920

 Consulting and Professional Fees

 364,927

 ( 966
)

 363,961

 Rent

 77,215

 -

 77,215

 Total Costs and Expenses

 654,747

 ( 966
)

 653,781

 OPERATING INCOME (LOSS)

 $
 ( 418,187
)

 $
 ( 417,221
)

 OTHER INCOME & (EXPENSES)

 Interest Expense

 ( 72,445
)

 -

 ( 72,445
)

 Interest Expense attributable to Amortization of Discount

 28,998

 ( 57,996
)

 ( 28,998
)

 Unrealized Gain (Loss) on sale of Investment Securities

)

 204,847

 -

 Derivative Income (Expense)

 2,726

 ( 6,817
)

 ( 4,091
)

 Financing Fees

 ( 145,500
)

 -

 ( 145,500
)

 Gain (Loss) on Extinguishment Convertible Debt

 -

 -

 -

 Adjustment

 57,996

 TOTAL OTHER INCOME (EXPENSE)

 ( 391,068
)

 198,030

 ( 251,034
)

 NET INCOME (LOSS)

 $
 ( 809,255
)

 198,995

 $
)

 16.
 SUBSEQUENT EVENTS

 The
Company assessed subsequent events through the date on which the financial statements became available for issuance. The Company has
determined that there are no subsequent events that require disclosure other than the following:

 On
October 2, 2025 the Company entered into a consulting agreement with Dr. Harry Lander ("Lander Agreement"). Under the terms
and conditions of the Lander Agreement Harry Lander will assist the Company in regard to a planned Phase I Clinical Trial of HemaXellerate. The term of the Lander Agreement is from October 3, 2025 to the earlier of October 3, 2028 or successful completion of the planned
Phase I Clinical Trial of HemaXellerate (" Consulting Period").

 As
consideration for services to be rendered pursuant to this Agreement Dr. Lander was paid twenty million newly issued common shares of
the Company ("Compensation Shares") subject to a vesting schedule.

 The
Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Lander (" Transfer
Restriction") except as follows:

 All
Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial having
been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.

 F- 23

 In
the event of termination of the Consulting Period any Compensation Shares still subject to Transfer Restrictions shall be forfeited by
the Consultant and ownership of those Compensation Shares shall be transferred back to the Company.

 On
October 2, 2025 the Company entered into an agreement with David Koos, the Company's Chairman and Chief Executive Officer ("Koos
Agreement"). Pursuant to the Koos Agreement David Koos was paid twenty million newly issued common shares of the Company ("Koos
Compensation Shares") subject to a vesting schedule. The Company has issued these shares to Davis Koos as consideration for services
to be rendered by Koos in connection with a planned Phase I Clinical Trial of HemaXellerate.

 The
Koos Compensation Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by David Koos ("
Transfer Restriction") except as follows:

 All
Koos Compensation Shares shall vest upon successful completion of planned Phase I Clinical Trial of HemaXellerate, such Clinical Trial
having been conducted with the assistance of the Consultant pursuant to the terms and conditions of this Agreement.

 On
October 2, 2025 the Company issued twenty million newly issued common shares of the Company to Harry Lander pursuant to the Lander Agreement
and subject to a vesting schedule.

 On
October 2, 2025 the Company issued twenty million newly issued common shares of the Company to David Koos pursuant to the Koos Agreement
and subject to a vesting schedule.

shares were issued to both Koos and Lander on October 2, 2025

 On
October 8, 2025 the Company issued 6,800,000 common shares ("Shares") for consideration consisting of $ 68,000.

 On
October 27, 2025 the Company issued 3,500,000 common shares ("Shares") for consideration consisting of $ 35,000.

 On
October 27, 2025 the Company issued 4,500,000 common shares ("Shares") in satisfaction of $ 30,204 of principal convertible
indebtedness and $ 13,536 of accrued interest on convertible indebtedness.

 On
October 28, 2025 the Company issued 7,100,000 common shares ("Shares") for consideration consisting of $ 71,000.

 On
November 10, 2025 the Company issued 1,780,000 common shares ("Shares") for consideration consisting of $ 17,800.

 On
November 12, 2025 the Company issued 5,000,000 common shares ("Shares") in satisfaction of $ 38,037 of principal convertible
indebtedness and $ 2,463 of accrued interest on convertible indebtedness.

 F- 24

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Our
management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2025. Based on such evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2025, our disclosure controls and procedures
were ineffective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange
Commission ("SEC") rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.

 Management
has identified control deficiencies regarding inadequate accounting resources, the lack of segregation of duties and the need for a stronger
internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company's
staff. The small size of the Company's accounting outsourced staff may prevent adequate controls in the future due to the cost/benefit
of such remediation.

 To
mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with
the use of external legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable
us to implement adequate segregation of duties within the internal control framework. In light of this material weakness, we performed
additional analyses and procedures in order to conclude that our financial statements for the year ended September 30, 2025 included
in this Annual Report on Form 10-K were fairly stated in accordance with GAAP. Accordingly, management believes that despite our material
weaknesses, our financial statements for the year ended September 30, 2024 are fairly stated, in all material respects, in accordance
with GAAP.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Securities
Exchange Act of 1934 Rule 13a-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements.

 Because
of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 Our
management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the 2013 Treadway Commission ("COSO")
in Internal Control-Integrated Framework. Based upon this assessment, our Chief Executive Officer and Chief Financial Officer concluded
that as of September 30, 2024 our internal controls over financial reporting were ineffective.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Limitations
on Effectiveness of Controls and Procedures

 In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must
reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of
possible controls and procedures relative to their costs.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Executive
Officers, Non-Executive Employees and Directors

 The
following table sets forth the name, age as of December 26, 2025, and current position of the individuals who serve as directors and
executive officers of the Company. The following also includes certain information regarding the individual experience, qualifications,
attributes and skills of our directors and executive officers as well as brief statements of those aspects of our directors' backgrounds
that led us to conclude that they are qualified to serve as directors.

 As
of December 26, 2025 David R. Koos serves as the Company's sole officer and director. During the fiscal years ended 2024 and 2025
David R. Koos served as the Company's sole officer and director

 MANAGEMENT
AND DIRECTORS

 David
R. Koos:

 David
R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, and Treasurer since April 24, 2012 until
his resignation in January 22, 2020.

 David
R. Koos has served as Acting Chief Financial Officer of the Company for the period beginning April 24, 2012 and ending February 11, 2015.

 On
March 23, 2021 David R. Koos was appointed Chairman and Sole Director of Regen Biopharma, Inc. On March 23, 2021 David R. Koos was appointed
Chief Executive Officer, President, Secretary and Treasurer of Regen Biopharma, Inc.

 On
March 23, 2021 David R. Koos was appointed Chairman and Sole Director of KCL Therapeutics, Inc. On March 23, 2021 David R. Koos was appointed
Chief Executive Officer, President, Secretary and Treasurer of KCL Therapeutics, Inc.

 KCL
Therapeutics, Inc. is a wholly owned subsidiary of Regen Biopharma, Inc.

 Education:

 DBA
- Finance (December 2003)

 Atlantic
International University

 Ph. D.
- Sociology (September 2003)

 Atlantic
International University

 MA
- Sociology (June 1983)

 University
of California - Riverside, California

 Employment
History:

 David
R. Koos, 67 has served as Chairman of the Board of Directors, Chief Executive Officer, President, Secretary and Treasurer of SYBLEU INC.,
a biotechnology company, from June 12, 2020 to December 13, 2022. David R. Koos served as Chief Financial Officer of SYBLEU INC. from
June 12, 2020 to July 21, 2020. On March 23, 2021 David R. Koos assumed the position of sole officer and director of Zander Therapeutics,
Inc., a biotechnology company.

 Position:

 Company
 Name:

 Employment
 Dates:

 President, Chief Executive Officer, Secretary, Acting Chief Financial Officer, Principal Accounting Officer

 Entest
 Group, Inc.

 June
 19, 2009 to November 28, 2018

 President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer

 Entest
 BioMedical, Inc.(a California corporation)

 August
 22,2008 to the Present

 Chairman
 and CEO

 Regen
 BioPharma, Inc.

 April
 24, 2012 to January 22,2020

 Acting
 CFO

 Regen
 BioPharma, Inc.

 April
 24, 2012 to February 11, 2015

 President

 Regen
 BioPharma, Inc.

 May
 29, 2013 to October 9, 2013

 CEO

 Therapeutics, Inc.

 February
 2017 to January 22,2020

 Sole
 Officer and Director

 Cell
 Source Research, Inc.

 March
 24, 2003 to the Present

 President, CEO and Acting CFO

 Bio-Matrix
 Scientific Group, Inc.

 June
 14, 2006 (Chairman) to July 31;2019 June 19, 2006 (President, CEO and Acting CFO); June 19, 2006 (Secretary) to July 31, 2019

 Chairman
 & CEO

 BST
 Partners Inc. (A California Corporation)

 November
 30, 2018 to the Present

 Chairman
 & CEO

 BST
 Partners Inc. (A Wyoming Corporation)

 March
 17, to 2017 to the Present

 Code
of Ethics

 On
September 25, 2013 we adopted a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.

 Director
Independence

 Audit
Committee and Audit Committee Financial Expert

 The
members of the Company's board of Directors may not be considered independent. The Company is not a "listed company"
under Securities and Exchange Commission ("SEC") rules and is therefore not required to have an audit committee comprised
of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations
of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's Board of Directors is deemed to be its audit committee
and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its
member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's
financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary
to fulfill the duties and obligations that an audit committee would have.

 Nominating
and Compensation Committees

 The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of directors
believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately
performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a
standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating
committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee
or a nominating committee.

 Shareholder
Communications

 There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There
are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors.
Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed
by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board
of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee
to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

 Because
the Chief Executive Officer of the Company is also the Chairman of the Board of Directors of the Company, the Board of Directors has
determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought
to the Board of Directors' attention by virtue of the co-extensive capacities of the Chairman of the Board of Directors.

 EXECUTIVE
COMPENSATION

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Option
 Awards
 ($)

 Non Equity
 Incentive

 Plan
 ($)

 Nonqualified

 Total
 Deferred
 Earnings
 ($)

 David Koos Chairman, and CEO

 From October 1, 2023 to September 30, 2024

 $

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Option
 Awards
 ($)

 Non Equity
 Incentive

 Plan
 ($)

 Nonqualified

 Total
 Deferred
 Earnings
 ($)

 David Koos Chairman, and CEO

 From October 1, 2024 to September 30, 2025

 $
 *

 On
June 10, 2025 Regen Biopharma, Inc.("Company"} issued 10,000,000 common shares ("Shares") to David R. Koos, the
Company's Chief Executive Officer. The Shares were issued in settlement of $50,000 salary accrued but unpaid earned by David Koos
for services rendered pursuant to that employment agreement entered into by and between the Company and David Koos on February 10, 2015
and to which David Koos and the Company were bound between February 11, 2025 and January 22, 2020.

 Employment
Agreements

 Currently
neither the Company nor the Company's wholly owned subsidiary is party to any employment agreement.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company's
capital stock for (1) each person known by the Company to beneficially own more than 5% of each class of the Company's voting securities,
(2) each executive officer, (3) each of the Company's directors and (4) all of the Company's executive officers and directors
as a group.

 The
following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company's
capital stock as of November 10, 2025 for (1) each person known by the Company to beneficially own more than 5% of each class of the
Company's voting securities, (2) each executive officer, (3) each of the Company's directors and (4) all of the Company's
executive officers and directors as a group.

 Based
on 108,054,704 shares issued and outstanding

 27,436,799
 *

 %

 c/o Regen Biopharma, Inc.*

 Harry Lander

 131 CHEMIN OIHAN BAZTER VILLEFRANQUE 64990 France

 20,020,001

 19.4
 %

 27,436,799
 *

 %

 *includes
19 shares held by BMXP Holdings Shareholder's Business Trust and 11 shares held by the AFN Trust and 366,651 shares held by Zander
Therapeutics, Inc.

 Based
on 10,123,771 shares issued and outstanding

 Series A Preferred

 4.08
 %

 c/o Regen Biopharma, Inc.*

 413,288

 Series A Preferred

 413,288

 4.08
 %

 *
Includes 11 share held by BMXP Holdings Shareholder's Business Trust,, 366,651 shares held by Zander Therapeutics, Inc. and 7
share held by the AFN Trust.

 Based
on 29,338 shares outstanding

 7,667

 26.14
 %

 c/o Regen Biopharma, Inc

 Todd S. Caven

 6,667

 22.73
 %

 8578 TERRACEVIEW LANE NORTH

 MAPLE GROVE, MN 55311

 Roger Formisano

 2,001

 6.82
 %

 4124 N. 64th Street

 Scottsdale, AZ 85251

 Robert D. Hopkins

 2,001

 6.82
 %

 11642 N. 40th Place

 Phoenix, AZ 85028

 Harry Lander

 6,667

 22.73
 %

 50 SUTTON PLACE SOUTH

 APT. 6A

 NEW YORK, NY 10022

 Jean-Pierre Millon

 4,001

 13.64
 %

 3908 E. San Miguel Ave

 Paradise Valley, AZ 85253

 7,667

 26.14
 %

 based
on 334 shares outstanding

 Series AA Preferred

 c/o Regen Biopharma, Inc.

 %

 Series AA Preferred

 %

 based
on 15,007 shares outstanding

 Series NC Preferred

 c/o Regen Biopharma, Inc.

 %

 Series NC Preferred

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Regarding
Certain Relationships and Related Transactions see Note 13 of Notes to Consolidated Financial Statements for the Fiscal Year ended September
30, 2025 included in this document.

 Director
Independence

 Audit
Committee and Audit Committee Financial Expert

 The
Company's Board of Directors may not be considered independent as the sole director is also an officer. The Company is not a "listed
company" under Securities and Exchange Commission ("SEC") rules and is therefore not required to have an audit committee
comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules
and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's Board of Directors is deemed to
be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including:
(1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined
that its members are able to read and understand fundamental financial statements and has substantial business experience that results
in the member's financial sophistication. Accordingly, the Board of Directors believes that its members have the sufficient knowledge
and experience necessary to fulfill the duties and obligations that an audit committee would have.

 Nominating
and Compensation Committees

 The
Company does not have standing nominating or compensation committees, or committees performing similar functions. The Board of Directors
believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately
performed by the board of directors. The Board of Directors also is of the view that it is appropriate for the Company not to have a
standing nominating committee because the Board of Directors has performed and will perform adequately the functions of a nominating
committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee
or a nominating committee.

 Shareholder
Communications

 There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There
are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors.
Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed
by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board
of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee
to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

 The
Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication
would be brought to the board of directors' attention by virtue of communication with management.

 Item
14. Principal Accountant Fees and Services

 Audit
Fees: Aggregate fees billed for professional services rendered for the audit of the Company's annual financial statements.

 Audit
Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably related
to the performance of the audit or review of our financial statements and are not reported under "Audit Fees" above. During
the year ended September 30, 2025 these fees were primarily derived from review of financial statements in the Company's Form 10-Q
Reports.

 The
following table sets forth the aggregate fees billed to us by BF Borgers CPA PC for the period beginning October 1, 2023 and ending September
30, 2024:

 Audit Fees

 $
 22,000

 Audit Related Fees

 11,000

 Tax Fees

 All Other Fees

 $
 38,000

 The
following table sets forth the aggregate fees billed to us by Bush and Associates CPA LLC for the period beginning October 1, 2023 and
ending September 30, 2024:

 Audit Fees

 $

 Audit Related Fees

 6,000

 Tax Fees

 All Other Fees

 $
 6,000

 The
following table sets forth the aggregate fees billed to us by BCRG Group for the period beginning October 1, 2023 and ending September
30, 2024:

 Audit Fees

 $
 45,000

 Audit Related Fees

 5,000

 Tax Fees

 All Other Fees

 2500

 $
 52,500