UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 117, 2011

ReGen Biologics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-20805	23-2476415

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

411 Hackensack Avenue
Hackensack, NJ		07601

(Address of principal executive offices)		(Zip Code)

(201) 651-5140 ~~(Registrant’s telephone number, including area code)~~

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on the current expectations and beliefs of the Registrant and its management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in such forward-looking statements, including those discussed in the Risk Factors section of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and its additional filings with the Securities and Exchange Commission. There can be no assurance that any assumptions and other factors set forth herein or therein will occur, and the Registrant undertakes no obligation to update such forward-looking information in the future except as required by law.

Item 1.01. Entry Into a Material Definitive Agreement.

On April 7, 2011, ReGen Biologics, Inc. (the “~~Registrant” or the “~~Company”) ~~entered into a Subscription~~ and ~~Security Agreement, dated as of March 11, 2011 (the “Subscription Agreement”), by and among the Company and~~ Sports Medicine Holding Company LLC ~~(the~~agreed ~~“Lender”)~~to ~~for~~amend the ~~private~~Subscription ~~placement~~and ofSecurity anAgreement, ~~aggregate~~dated ~~principal~~March ~~amount of up to $750~~11,~~000~~ of2011 ~~the Company’s secured notes~~ (the “~~Notes~~Interim Financing”)~~. The Lender is an affiliate of Ivy Healthcare Capital II~~, L.P., one of the Company’s secured creditors and a significant stockholder of the Company. The Notes are due and payable on August 31, 2011 and accrue interest at an annual rate of 12%. The Notes are secured by a first priority lien, which is senior to ~~the~~increase ~~liens on~~ the ~~Company’s~~maximum outstanding prior secured bridge financings, on substantially all assets of the Company and a second priority lien on certain encumbered assets of the Company and are subject to a premium equal to 300% of the principal amount of ~~the~~secured Notes then outstanding in the event the Company consummates certain fundamental transactions as set forth in the Subscription Agreement. At the option of the holder, the Notes shall be repaid (a) at the election of the holder, in the form of (i) equity securities of the Company if certain notes ~~issued~~that ~~in a prior bridge financing by~~ the Company ~~have~~may ~~converted,~~issue ~~(ii)~~from ~~debt securities of ReGen AG~~$750,000 ~~a wholly-owned subsidiary of the Company (“ReGen AG”), or (iii) cash or (b) if no election has been made pursuant~~ to ~~the foregoing clause (a) prior to the consummation of an equity financing by ReGen AG for an aggregate purchase price of at least~~ $51,000,000~~, then, upon such consummation, automatically in the form of equity securities of ReGen AG~~.

InItem connection with the financing, the Company issued five-year warrants that provide for the Lender to purchase a number of shares of Series G Convertible Preferred Stock (the “Series G Preferred Stock”) of the Company equal to the aggregate principal amount of the Notes held by the Lender divided by $31.~~00,~~03. ~~for~~Bankruptcy aor ~~purchase price of $1~~Receivership.~~00 per share.~~

~~The~~On April 8, 2011, the Company ~~has~~and ~~agreed~~its towholly ~~register~~owned subsidiary RBio, Inc. filed voluntary petitions for relief under Chapter 11 of the ~~securities~~United ~~into~~States ~~which~~Bankruptcy Code (the ~~Notes~~“Code”) with the United States Bankruptcy Court for the District of Delaware, petition numbers 11-11083 and 11-11084, respectively. The Company’s wholly-owned Swiss subsidiary, ReGen Biologics AG, was not part of the ~~warrants~~bankruptcy ~~will~~filings. The ~~convert~~Company onremains ~~one~~in orpossession ~~more~~of ~~registration~~its ~~statements~~assets and continues to bemanage ~~filed~~and ~~with~~operate ~~the~~its ~~Securities~~business and ~~Exchange~~properties, ~~Commission~~as ~~upon~~debtor-in-possession, ~~request~~subject byto the ~~Lender~~provisions of the Code and the orders of the Bankruptcy Court.

~~The~~During ~~foregoing~~the ~~descriptions~~pendency of the ~~Subscription~~bankruptcy ~~Agreement~~proceeding, the ~~Notes~~Company ~~and~~will ~~the~~use ~~warrants~~cash doflow ~~not~~from ~~purport~~operations toand beborrowings ~~complete~~under ~~and~~the ~~are~~Interim ~~qualified~~Financing and debtor-in-possession ~~their~~financing, ~~entirety~~if byany, ~~reference~~ to pay the ~~complete~~costs ~~text~~ of the ~~Subscription~~bankruptcy ~~Agreement,~~proceeding ~~Form~~and ofto ~~Note~~provide ~~and~~working ~~Form~~capital ofand ~~Warrant,~~financial ~~which~~resources ~~are~~necessary ~~attached~~to asallow ~~Exhibits~~business ~~10.1,~~operations ~~10.2~~to ~~and~~continue ~~10.3~~in tothe ~~this~~normal ~~Current~~course ~~Report~~during onthe ~~Form~~bankruptcy ~~8-K~~process, ~~respectively,~~including ~~and~~meeting ~~are~~obligations ~~incorporated~~to ~~herein~~employees, byvendors, ~~this~~customers ~~reference~~and others.

~~Item~~There ~~2.04.~~can ~~Creation~~be no assurance that the Company can remain in possession of aits ~~Direct~~assets ~~Financial~~and ~~Obligation~~in orcontrol anof ~~Obligation~~its ~~under~~business anas ~~Off~~a debtor-~~Balance~~in-possession ~~Sheet~~and ~~Arrangement~~that a trustee will not be appointed to operate the business of athe ~~Registrant~~Company. The Company’s current business relationships and arrangements, and the Company’s ability to negotiate future business arrangements, may be adversely affected by the filing and pendency of the bankruptcy petitions and related proceedings.

~~The~~Item ~~information~~2.04. Triggering ~~contained~~Events ~~above~~That inAccelerate ~~Item~~Or ~~1.01~~Increase isA ~~incorporated~~Direct ~~herein~~Financial byObligation ~~reference~~Or An Obligation Under An Off-Balance Sheet Arrangement.

The information contained above in Item 31.0201 is incorporated herein by reference. The ~~Unregistered~~bankruptcy ~~Sales~~filing ofdescribed ~~Equity~~in ~~Securities~~Item 1.03 above constituted an event of default with respect to the following debt instruments (the “Debt Documents”):

~~The~~· ~~information~~Subscription ~~contained~~and ~~above~~Security inAgreement, ~~Item 1.01~~dated isas ~~incorporated~~of ~~herein~~March by11, ~~reference.~~2011, ~~The~~as ~~issuance~~amended, ofamong the ~~Notes~~Company and the ~~warrants~~investor ~~was~~party ~~not~~thereto ~~registered,~~relating into ~~reliance~~approximately on$902,000 ~~Section 4(2)~~in ~~under~~outstanding ~~the~~principal ~~Securities~~amount ~~Act~~ of ~~1933,~~the asCompany’s ~~amended,~~secured ~~and Regulation D promulgated thereunder, because both were offered only to accredited investors.~~notes;

~~Item~~· ~~9.01.~~Amended ~~Financial~~and ~~Statements~~Restated ~~And~~Subscription ~~Exhibits.~~and Security Agreement, dated as of December 27, 2010 among the Company and the investors party thereto relating to approximately $888,000 in outstanding principal amount of the Company’s secured convertible notes;

~~(d) Exhibits~~· Amended and Restated Subscription and Security Agreement, dated as of June 15, 2010 among the Company and the investors party thereto relating to approximately $3.8 million in outstanding principal amount of the Company’s secured convertible notes; and

~~10.1~~· ~~Subscription~~Credit ~~and~~Agreements ~~Security~~dated ~~Agreement~~as byof November 30, 1998 and ~~among~~March ~~ReGen~~14, ~~Biologics~~2000 between the Company and Zimmer Holdings, Inc. (f/k/a Sulzer Medica USA Holding Company) relating to an aggregate of approximately $9.0 million in outstanding principal amount and accrued and unpaid interest of the ~~Investor~~Company’s ~~named~~secured ~~therein~~promissory notes.

~~10.2~~The ~~Form~~Debt Documents provide that as a result of ~~Secured~~the ~~Convertible~~bankruptcy ~~Note~~filing the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Documents are stayed as a result of ~~ReGen~~the ~~Biologics,~~bankruptcy ~~Inc~~filing.

10.3 Form of Warrant to Purchase Stock of ReGen Biologics, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGEN BIOLOGICS, INC. By: /s/ Gerald E. Bisbee, Jr., Ph.D. Name: Gerald E. Bisbee, Jr., Ph.D. Title: President and Chief Executive Officer

ByDated: April ~~/s/ Gerald E. Bisbee~~11, ~~Jr., Ph.D. Name: Gerald E. Bisbee, Jr., Ph.D. Title: President and Chief Executive Officer~~2011

Dated: April 7, 2011

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