UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

Commission File No. 000-53230

REGENEREX PHARMA, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0479983
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

5348 Vegas Drive #177

Las Vegas, NV 89108

(Address of principal executive offices)

(877) 761-7479

Registrant’s telephone number, including area code

Indicate by check mark whether the Registrant (1) has filed all reports required 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 [X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-Accelerated filer	[ ]	Smaller reporting company	[X]
		Emerging growth company	[X]

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).

Yes [ ] No [X]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~November~~February 0407, ~~2024~~2025
Common stock, $0.001 par value		278,~~435~~465,910

“Explanatory Note Regarding Forward-Looking Statements:”

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

● our ability to add new customers.

● the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows.

● the potential benefits of and our ability to maintain our relationships and establish or maintain future collaborations or strategic relationships or obtain additional funding.

● our marketing capabilities and strategy.

● our ability to maintain a cost-effective program.

● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals.

● our competitive position, and developments and projections relating to our competitors and our industry.

● our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and

● the impact of laws and regulations.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

REGENEREX PHARMA, INC.

INDEX TO FORM 10-Q FILING

FOR THE ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~ 30DECEMBER 31, 2024 AND 2023

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	5
	Balance Sheets	52
	Statements of Operations	63
	Statements of Cash Flows	74
	Statements of Stockholders’ Deficit	85
	Notes to Financial Statements	96
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	1613
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2118
Item 4.	Controls and Procedures	2118
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2320
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2320
Item 3.	Defaults Upon Senior Securities	2320
Item 4.	Mining Safety Disclosures	2320
Item 5	Other Information	2320
Item 6.	Exhibits	2320
CERTIFICATIONS
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REGENEREX PHARMA, INC.

BALANCE SHEETS

(UNAUDITED)

	September 30,2024				March 31,2024
	December 31,2024			March 31, 2024
ASSETS
Current Assets
Cash and equivalents	$	~~294~~338		$	$372	~~372~~
Prepaid expenses		~~1,541~~650			2,540	~~2,540~~
Total Current Assets		~~1,835~~988			2,912	~~2,912~~
Website, net of accumulated amortization of $30,392 and $29,272, as of September 30 and March 31, 2024, respectively		208				1,328
Website, net of accumulated amortization of $30,600 and $29,272, as of December 31 and March 31, 2024,respectively		—			1,328
Furniture and computer equipment, net of accumulated depreciation of $2,465 and $1,600, as of September 30 and March 31, 2024,respectively		5,232				6,097
Furniture and computer equipment, net of accumulated depreciation of $2,900 and $1,600, as of December 31 and March 31, 2024,respectively		4,797			6,097
Right of use asset		~~625~~641,~~679~~075			756,343	~~756,343~~
Total Assets	$	~~632~~646,~~954~~860		$	$766,680	~~766,680~~
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	~~154~~184,~~616~~681		$	$116,760	~~116,760~~
Related party advances		39,~~690~~847			3,690	~~3,690~~
Accrued compensation		~~705~~802,~~617~~502			511,847	~~511,847~~
Other accrued liabilities		~~126~~141,~~328~~874			97,251	~~97,251~~
Current portion of notes payable to shareholder		~~621~~611,~~756~~226			475,050	~~475,050~~
Current portion of notes payable to related parties		~~247~~408,~~976~~262			110,500	~~110,500~~
Current portion of notes payable		2,824,232			2,400,000	~~2,400,000~~
Current portion of leases liabilities		~~166~~177,~~308~~422			128,264	~~128,264~~
Total Current Liabilities		45,~~850~~160,~~523~~046			3,843,362	~~3,843,362~~
Notes payable to shareholder, net of current portion		—			119,114	~~119,114~~
Notes payable, net of current portion		—			184,232	~~184,232~~
Lease liabilities, net of current portion		~~539~~540,~~594~~528			681,798	~~681,798~~
Total Liabilities		5,~~390~~700,~~117~~574			4,828,506	~~4,828,506~~
Commitments and Contingencies (Note 7)		-			-	-
Stockholders’ Deficit
Common stock: $0.001 par value; 675,000,000 shares authorized; 278,435,910 and 278,225,910 issued and outstanding as September 30, 2024 and March 31, 2024, respectively		278,436				278,226
Common stock: $0.001 par value; 675,000,000 shares authorized; 278,465,910 and 278,225,910 issued and outstanding as of December 31, 2024 and March 31, 2024, respectively		278,466			278,226
Additional paid-in capital		1,~~382~~400,~~383~~326			1,275,798	~~1,275,798~~
Accumulated deficit		(6,~~417~~732,~~982~~506	)		(5,615,850	~~(5,615,850~~)	)
Total Stockholders’ Deficit		(45,~~757~~053,~~163~~714	)		(4,061,826	~~(4,061,826~~)	)
Total Liabilities and Stockholders’ Deficit	$	~~632~~646,~~954~~860		$	$766,680	~~766,680~~

The accompanying notes are an integral part of these unaudited financial statements.

REGENEREX PHARMA, INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three Months Ended						~~Six~~Nine Months Ended
		September 30,						September 30,
		December 31,						December 31,
		2024			2023			2024			2023
Operating Expenses
General and administrative	$	~~258~~294,~~384~~130		$	~~385~~239,~~923~~384		$	~~512~~806,~~664~~793		$	~~546~~785,~~097~~481
Research and development		—17,380			~~2,400,000~~—			—17,380			2,400,000
Total Operating Expenses		~~258~~311,~~384~~510			2239,~~785,923~~384			~~512~~824,~~664~~173			23,~~946~~185,~~097~~481
Operating Loss		(~~258~~311,~~384~~510	)		(2239,~~785,923~~384	)		(~~512~~824,~~664~~173	)		(23,~~946~~185,~~097~~481	)
Other Income (Expense)
Interest expense		(~~266~~27,~~157~~016	)		(1920,~~801~~219	)		(~~288~~315,~~490~~505	)		(3858,~~307~~526	)
Foreign currency gain (loss)		(524,~~031~~000	)		(4,~~275~~373	)		~~(978~~23,022	)		(26,~~620~~993	)
Total Other Income (Expense)		(~~271~~3,~~188~~016	)		(1524,~~526~~592	)		(~~289~~292,~~468~~483	)		(4065,~~927~~519	)
Net Loss	$	(~~529~~314,~~572~~526	)	$	(2263,~~801,449~~976	)	$	(~~802~~1,~~132~~116,656	)	$	(23,~~987~~251,~~024~~000	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.0100	)	$	(0.00	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding		278,~~281~~436,~~562~~236			277,~~516~~919,~~358~~497			278,~~254~~326,~~052~~178			277,~~337~~539,~~306~~983

The accompanying notes are an integral part of these unaudited financial statements.

REGENEREX PHARMA, INC.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	For the Nine Months Ended
	September 30,
	December 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(~~802~~1,~~132~~116,656	)	$	(23,~~987~~251,~~024~~000	)
Adjustments to reconcile net loss to cash flows used in operating activities:
Depreciation and amortization		12,~~985~~628			13,~~975~~133
Stock-based compensation		5674,~~795~~768			~~133~~154,~~388~~634
Non-cash research and development expenses		—			2,400,000
Non-cash extension fee to Greenwich Resources		240,000			—
Amortization of ROU assets, net of liabilities		2623,~~504~~156			2241,~~880~~250
Foreign currency adjustments		~~978~~(23,022	)		26,~~620~~993
Changes in operating assets and liabilities:
Prepaid expenses		~~999~~1,890			(131,~~250~~423	)
Accounts payable		70121,~~086~~307			92102,~~993~~090
Accrued compensation		~~193~~290,~~770~~655			96193,~~885~~770
Other accrued liabilities		2944,~~077~~623			(4342,~~753~~560	)
Net cash used in operating activities		(~~181~~340,~~938~~651	)		(~~293~~393,~~286~~113	)
Cash Flows from Investing Activities:
Purchase of furniture and computer equipment		—			(6,299	)
Net cash used in investing activities		—			(6,299	)
Cash Flows from Financing Activities:
Related party advances, net		—6,157			24,~~437~~557
Repayment of notes payable to related parties		—			(3439,~~000~~500	)
Repayment of notes payable to shareholder		—			(10,000	)
Proceeds from notes payable to related parties		~~131~~284,~~860~~460			—105,000
Proceeds from notes payable to shareholder		—			2,~~843~~826
Proceeds from sale of common stock and warrants		50,000			343,250
Net cash provided by financing activities		~~181~~340,~~860~~617			~~304~~406,~~530~~133
Increase (Decrease) in cash and equivalents		(78	)		4,945
Increase in cash and equivalents		(34	)		6,721
Cash and cash equivalents, beginning of period		372			1,135
Cash and cash equivalents, end of period	$	~~294~~338		$	67,~~080~~856
Supplemental Cash Flow Information – Cash Paid For:
Income Taxes	$	—		$	—
Interest	$	—		$	—
Non-Cash Investing and Financing Activities:
Accrued interest converted into notes payable to shareholder	$	2638,~~622~~721		$	2546,~~649~~198
Accrued interest converted into notes payable to related parties	$	513,~~616~~302		$	52,~~545~~546
Operating leases, ROU asset and liabilities	$	—52,203		$	953,535
Note payable issued for acquisition of intellectual property	$	—		$	2,400,000
Note payable issued for research and development	$	—		$	2,400,000
Note payable for interest expense	$	240,000		$	—

The accompanying notes are an integral part of these unaudited financial statements.

REGENEREX PHARMA, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Common Stock				Additional		Accumulated			Stockholders’
	Shares		Amount		~~Additional~~ Paid-in Capital		~~Accumulated~~ Deficit			~~Stockholders’~~ Deficit
Balance at March 31, 2023	277,112,660	$	277,113	$	671,963	$	(2,072,023	)	$	(1,122,947	)
Shares and warrants sold for cash	~~190~~343,~~000~~250		~~190~~343		~~189~~342,~~810~~907		—			~~190~~343,~~000~~250
Stock-based compensation	30460,000		30460		34132,~~524~~928		—			34133,~~554~~388
Net loss	—		—		—		(~~185~~2,~~575~~987,024	)		(~~185~~2,~~575~~987,024	)
Balance atJune 30, 2023	277,332,660		277,333		896,297		(2,257,598	)		(1,083,968	)
Balance atSeptember 30, 2023	277,915,910		277,916		1,147,798		(5,059,047	)		(3,633,333	)
Balance atJune 30, 2023	277,332,660		277,333		896,297		(2,257,598	)		(1,083,968	)
Balance atSeptember 30, 2023	277,915,910		277,916		1,147,798		(5,059,047	)		(3,633,333	)
Shares and warrants sold for cash	153,250		153		153,097		—			153,250
Stock-based compensation	30,000		30		21,216		—			21,246
Stock-based compensation	430,000		430		98,404		—			98,834
Net loss	—		—		—		(263,976	)		(263,976	)
Net loss	—		—		—		(2,801,449	)		(2,801,449	)
Balance atDecember 31, 2023	277,945,910	$	277,946	$	1,169,014	$	(5,323,023	)	$	(3,876,063	)
Balance atSeptember 30, 2023	277,915,910	$	277,916	$	1,147,798	$	(5,059,047	)	$	(3,633,333	)
Balance at March 31, 2024	278,225,910	$	278,226	$	1,275,798	$	(5,615,850	)	$	(4,061,826	)
Stock-based compensation	30,000		30		20,967		—			20,997
Net loss	—		—		—		(272,560	)		(272,560	)
Balance atJune 30, 2024	278,255,910	$	278,256	$	1,296,765	$	(5,888,410	)	$	(4,313,389	)
Balance atJune 30, 2024	278,255,910	$	278,256	$	1,296,765	$	(5,888,410	)	$	(4,313,389	)
Shares and warrants sold for cash	50,000		50		49,950		—			50,000
Stock-based compensation	~~130~~160,000		~~130~~160		3556,~~668~~635		—			3556,~~798~~795
Net loss	—		—		—		(~~529~~802,~~572~~130	)		(~~529~~802,~~572~~130	)
Balance at September 30, 2024	278,435,910	$	278,436	$	1,382,383	$	(6,417,982	)	$	(4,757,163	)
Balance atSeptember 30, 2024	278,435,910	$	278,436	$	1,382,383	$	(6,417,980	)	$	(4,757,161	)
Balance atSeptember 30, 2024	278,435,910	$	278,436	$	1,382,383	$	(6,417,980	)	$	(4,757,161	)
Stock-based compensation	30,000		30		17,943		—			17,973
Net loss	—		—		—		(314,526	)		(314,526	)
Balance at December 31, 2024	278,465,910	$	278,466	$	1,400,326	$	(6,732,506	)	$	(5,053,714	)

The accompanying notes are an integral part of these unaudited financial statements.

REGENEREX PHARMA, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS

Regenerex Pharma, Inc., formerly Peptide Technologies, Inc. (the “Company” or “Regenerex”), was incorporated in the State of Nevada, United States of America, on November 18, 2005.

On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of ~~the~~ the Company’s common stock and up to $10,000,000 in contingent consideration to be be paid at the rate of 15% of all gross revenues received from sales or ~~investment~~ investment money into the Company, payable on the 15th of the following month, for a period of 60 months. On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for an interest-free two million four hundred thousand dollars ($2,400,000) note payable that was due August 17, 2024. Since the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within the twelve (12) month period, or raised a minimum of ten million dollars ($10,000,000) in investment, the seller extended the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance. An interest-free note payable was issued for $240,000 and is due August 17, 2025.

The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter the wound treatment market in the U.S.

Risks and Uncertainties

Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of COVID-19, or other future pandemics on our business, results of operations, financial position, and cash flows.

The Company has a lack of revenue history and has had a limited history of operations. No revenue has historically been derived from the assets purchased. Regenerex can give no assurance of success or profitability to the Company’s investors.

The wound care healing space is well suited for Home Care service providers that are funded by the US Government. Strategic planning and development will be performed internally by the Company.

NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Operating results for the three and ~~six~~nine months ended ~~September~~December 3031, 2024, are not necessarily indicative of the results that may be expected for the year ending March 31, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2024, have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2024, included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

NOTE 3 – GOING CONCERN

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate the ~~continuation~~ continuation of the Company as a going concern. The Company has incurred losses ~~from~~ from operations, and as of ~~September~~December 3031, 2024, it had excess liabilities over ~~assets~~ assets of $45,~~757~~053,~~163~~714. These factors ~~raise~~ raise substantial doubt about the Company’s ability to continue as a going concern.

The Company requires significant cash to launch its business and reduce its payable. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.

NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company will record revenue under ASC 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.

We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1.

Earnings per Share

Earnings per share is reported in accordance with FASB ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided, when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.

During the ~~six~~nine months ended ~~September~~December 3031, 2024, the Company excluded the outstanding stock warrants from its calculation of earnings per share, as the warrants would be anti-dilutive. As at ~~September 30~~December, 2024 and 2023, the Company had common shares warrants outstanding of 23,~~910~~036,250 and 2,~~306~~432,250, respectively.

107

Website

Expenditures related to the planning and operation of the Company’s website are expensed as incurred. Expenditures related to the website application and infrastructure development are capitalized and amortized over the website’s estimated useful life of three (3) years. Amortization expense for the three and ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023 was $~~405~~208 and $723 and $1,~~120~~328 and $12,~~437~~160, respectively.

Furniture and Computer Equipment

Furniture and computer equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of three (3) to five (5) years. Depreciation expense for the three and ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023 was $~~430~~435 and $~~422~~435 and $~~865~~ 1,300 and $~~538~~973, respectively. Significant betterments are capitalized while purchases under $500 are expensed as incurred.

Right of Use Assets and Lease Liabilities

The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of ~~September~~December 2024.

The Company’s lease agreements do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an incremental borrowing rate of 10% to discount each of its lease liabilities based on the remining lease term.

Stock-Based Compensation

The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over ~~the~~ the requisite employee service period and over the non-employee’s period of providing goods or services~~, net of estimated forfeitures~~.

Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. ~~Judgment is also required in estimating the number of share-based awards that will be forfeited prior to vesting.~~

The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.

Research and Development

We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.

Recent Accounting Pronouncements

The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) to amend the authoritative literature in the Accounting Standards Codification (“ASC”). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company.

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NOTE 5 – RELATED PARTY TRANSACTIONS

The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and the former Secretary/Treasurer (see note 6).

On June 10, 2023, the Company, has entered into an agreement with Woundcare Labs, LLC., a party related to the ~~CFO~~CEO and ~~CEO~~the former CFO of the Company, to lease a plant and to lease equipment in Tennessee (see note 8).

Related Party Advances

~~The~~A ~~Company’s~~ former Chief Financial Officer (“CFO”) of the Company had advanced the Company monies for operating expenses; no amounts were advanced during the periods presented. The advances were due on demand, but no later than June 30, 2023. The related party advances began to accrue interest at ten (10) percent per annum on July 1, 2019. During the ~~six~~nine months ended ~~September~~December 3031, 2023, this note was transferred to a relative of the former CFO and was renewed upon maturity in the principal amount of $131,687 plus interest accrued as at June 30, 2023 in the amount of $52,545. Interest expense was $913,~~237~~881 and $3,285 during the ~~six~~nine-month periods ended ~~September~~December 3031, 2024 and 2023, respectively. This transaction is no longer considered related party in nature, and thus is included in notes payable in the accompanying balance sheet.

During the ~~six~~ nine-month ~~period~~ periods ended ~~September~~December 3031, 2024 and 2023, the Company’s Chief ~~Financial~~ ~~Officer~~Executive Officer (“~~CFO~~CEO”) and the Company’s former Chief ~~Executive~~Financial Officer (“~~CEO~~CFO”) advanced the Company monies for operating expenses in the net amount of $06,157 and $24,~~437~~557, respectively.

The related party advances totaled $9,847 and $3,690 as of ~~September~~December 3031, 2024 and March 31, 2024.

Notes Payable to Related Parties

During the ~~six~~nine-month ~~period~~ periods ended ~~September~~December 3031, 2024 and 2023, the Company’s ~~CFO~~CEO and ~~the~~former ~~Company’s CEO~~CFO advanced the Company monies for operating expenses in the amount of $~~131~~284,~~860~~460 and $0105, 000, respectively. ~~Repayment~~Repayments during the ~~six~~nine-month ~~period~~periods ended ~~September~~December 3031, 2024 and ~~September 30,~~ 2023 ~~was~~were $0 ~~and~~ and $3439,~~000~~500, respectively. The notes are unsecured and accrue interest at ten (10) percent per annum. Repayment is due no later than six months after the date of issue and range from ~~November 20~~January 18, ~~2024~~ 2025 to ~~March 10~~ June 30, 2025.

During the ~~six~~ nine-months ended ~~September~~December 3031, 2024, ~~four~~seven notes with principal amount of $~~110~~163,~~500~~860 that came due during the period was reissued in the amount of $~~116~~177,~~116 which~~162 which included the principal amount plus accrued interest of $513,~~616~~302. ~~This~~ These ~~note~~notes isare unsecured and bears interest at ten (10) percent per annum. Repayment ~~with~~is ~~principal~~due no later than six months after the date of issue and ~~interest~~range ~~due~~from March 5, 2025 to June 21, 2025.

The related party notes payable totaled $~~247~~408,~~976~~262 and $110,500 as at ~~September~~December 3031, 2024 and March 31, 2024. Interest expenses were $916,~~101~~354 and $12,~~630~~ 443 during the ~~six~~nine-month periods ended ~~September~~December 3031, 2024 and 2023, respectively, which is included in other accrued liabilities. at ~~September~~December 3031, 2024 and March 31, 2024, respectively.

Note Payable to Shareholder

As at ~~September~~December 3031, 2024 and March 31, 2024, the Company had various promissory notes with total outstanding principal balances of $~~621~~611,~~756~~226 and $594,164, respectively, due to a shareholder of the Company. These notes are unsecured, bear interest at 10% per annum, and have maturity dates ranging from ~~October~~January 112, ~~2024~~2025 to June 17 30, 2025.

During the nine-months ended December 31, 2024, twenty-three notes with principal amounts totaling approximately $193,900 ($262,264 Canadian Funds) that came due during the period were reissued in the approximate total principal amount $207,400 ($287,018 Canadian Funds) which included the principal amount plus approximate accrued interest of $13,500 ($24,754 Canadian Funds). During the nine-months ended December 31, 2024, an additional eight notes with principal amounts totaling $144,845 that came due during the period were reissued in the total principal amount of $163,899 which included the principal amount plus accrued interest of $19,054. These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due twelve (12) months after the date of issue.

During the six-months ended September 30, 2024, sixteen notes with principal amounts totaling approximately $172,396 ($237,244 Canadian Funds) that came due during the period were reissued in the total principal amount $186,605 ($256,139 Canadian Funds) which included the principal amount plus accrued interest of $14,209 ($18,895 Canadian Funds.) During the six-months ended September 30, 2024, an additional seven notes with principal amounts totaling $143,556 that came due during the period were reissued in the total principal amount of $155,969 which included the principal amount plus accrued interest of $12,413. These notes are unsecured and bear interest at ten (10) percent per annum with principal and interest due twelve (12) months after the date of issue.9

Interest expenses were $3045,~~152~~269 and $2858,~~715~~ 492 during the ~~six~~nine-month ~~periods~~ periods ended ~~September~~December 3031, 2024 and 2023, respectively, which is included in ~~other~~ other accrued liabilities at ~~September~~December 3031, 2024 and March 31, 2024, respectively.

NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY

On November 15, 2021, the Company entered into an Related Party Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.

On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable. The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development. The note payable was due within twelve (12) months of the date of the agreement and is included in current liabilities. As the Company did not raise a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a maximum of ten million dollars ($10,000,000) in investment, the seller extended the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance which is included in current liabilities.

The Technology Platforms include but are not limited to:

A. Proteomic research platforms which include proprietary blends.

B. Combination design Techniques

C. Patent Pending Proprietary Blends

D. Patent Pending Formulas

E. Trademarks and all pending Trademarks

F. 510K USA FDA, information, and Know-how for application

G. All Clinical trials, (Right to use)

H. CE mark (International)

I. Regenerex Library formula incorporated in the Wound Healing Technology.

J. Wound Healing Technology QBX

K. Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.

Products:

1. Xcellderma over the counter product.

2. Accelerex, combination product as a drug device.

3. Accelerex in a tube.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.

See Note 6 for discussion of the $10,000,000 in contingent consideration to be paid in connection with the November 15, 2021 Related Party Asset Purchase Agreement. Payments made to the Company’s CEO and former CFO in connection with the Asset Purchase Agreement are $0 and $43,500 as at ~~September 30~~December 31, 2024 and March 31, 2024. The outstanding liability of $22,988 and $15,488 as at ~~September~~December 3031, 2024 and March 31, 2024 respectively is included in other accrued liabilities.

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NOTE 8 – OPERATING LEASES

On April 1, 2023, the Company entered into an office lease agreement commencing in May 2023 which expires on April 30, 2028. Under this agreement, the monthly rental payments are $1,650 throughout the term of the lease. On September 6, 2024, the lease agreement was amended to expire November 1, 2024. The Company is required to pay for all utilities used on the premises and has paid a security deposit of $800 which was refunded August 30, 2024. As a result of the lease modification, the right of use assets and liabilities were remeasured as of the date of modification, resulting in the reduction in the ROU assets and liabilities of $59,919, with no material impact on the statement of operations.

On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028. Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920, To commence with production, the plant needs to prepare for FDA inspection which will include inspection of the facility, equipment, and the Company’s procedures. We expect to launch production during the Company’s third or fourth quarter and will notify the FDA to come into the plant for the inspection at that time. The Company is able to start production while the plant waits for the FDA Inspection. Until ~~the~~October ~~certification~~1, ~~is complete~~2024, the monthly rent iswas reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the ~~15thday~~15th day of each June from June 2023 to June 2027.

~~During~~On ~~the~~October ~~six-month~~8, 2024, the ~~periods~~Company ~~ended~~entered ~~September~~into 30an office lease agreement commencing November 1, 2024 which ~~and~~expires ~~September~~on 30October 31, ~~2023~~2029. Under this agreement, the ~~operating~~monthly ~~lease cost~~rental ~~was~~payments are $~~111~~1,~~704~~100 ~~and~~throughout ~~$81,451,~~the ~~respectively~~term of the lease. Sewer and iswater ~~included~~utilities monthly inpayment ~~general~~of ~~and administrative~~$50 ~~expenses~~is into be added to the ~~accompanying~~monthly ~~financial~~rental ~~statements~~payments.

During the three and nine-month periods ended December 31, 2024 and 2023 the operating lease cost was $54,501 and $55,720 and $166,205 and $137,171, respectively and is included in general and administrative expenses in the accompanying financial statements.

NOTE 9 – STOCKHOLDERS’ DEFICIT

The Company has authorized the issuance of 675,000,000 shares of common stock with a par value of $0.001 per share.

During the ~~six~~nine months ended ~~September 30~~December, 2024 and 2023, the ~~Compay~~Company issued ~~and 160~~190,000 and ~~460~~490,000 shares, respectively, to board members and consultants for services rendered. Total stock-based compensation expense ~~was $28,800~~for ~~and~~the ~~$82,800~~three ~~during~~and ~~the~~nine-month ~~six~~periods ~~months~~ ended ~~September~~December 3031, 2024 and 2023 was $5,400 and $5,400 and $34,200 and $88,200 respectively, in connection with these issuances based on the fair value of the stock on the respective grant dates.

During the ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023, the Company issued ~~252~~378,000 and ~~590~~716,000 warrants to board members and consultants for services rendered with a total grant date fair value of $2438,~~959~~530 and $5972,~~691~~501, respectively, Total stock-based compensation expense of $2740,~~995~~568 and $5066,~~588~~434 was recorded in connection with these awards during the ~~six~~nine months ended ~~September 30~~December, 2024 and 2023, respectively. The warrants are fully vested and contain an exercise price of $0.33 per share and expire on dates ranging from July 1, 2029 to ~~July~~October 1, 2030.

On December 5, 2024, the Company entered into an agreement to engage Brent Wilson, CPA as a consultant and to serve as the Chief Financial Officer. In addition to an hourly rate of compensation, Brent Wilson will be issued 60,000 warrants with an exercise price of $0.33 per share. The shares shall be earned on a prorated basis, calculated monthly from January 1, 2025 through January 1, 2026. The warrants shall be issued 30,000 in July 2025 and 30,000 in January 2026.

The warrant fair values were estimated using a Black Scholes model with a 5-year expected term, risk-free interest rate ranging from 3.58% to 5.19%, a dividend yield of 0%, and an annualized standard deviation of stock price volatility of 80.0%. The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.

As of the date of this valuation, the ~~Companies~~Company's stock was not trading. The volatility was calculated based on comparable public companies. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility.

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The dividend yield assumption for equity awards granted is based on Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future.

The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.18 per share based upon an allocation of the recent cash price paid for common stock and warrants during the ~~six~~nine months ended ~~September~~December 3031, 2024.

During the ~~six~~nine-month period ended ~~September~~December 3031, 2024 and 2023, the Company issued 50,000 and 343,250 shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of ~~for a total of~~ $50,000 and $343,250, respectively. One warrant was issued for each share purchased during the ~~six~~nine-month period ended ~~September~~December 3031, 2024 for a total of 50,000 warrants. Five warrants were issued for each share purchased during the ~~six~~ nine-month period ended ~~September~~December 3031, 2023, for a total of 1,716,250 warrants. The warrants are exercisable at ~~twenty ($~~0.20) cents and expire from ~~April~~March 2025 through August 2026.

As of ~~September~~December 3031, 2024, 23,~~910~~036,250 warrants had been issued and vested. None of the warrants have been exercised.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to the ~~six~~nine-month period ended ~~September~~December 3031, 2024, ~~four~~one additional ~~notes~~note to a shareholder that ~~were~~was originally due in ~~October~~January ~~and November~~2025 ~~2024~~ with a principal amount of $941,~~672~~081 ~~were~~was reissued in the principal amount of $991,~~405~~135 which included the original principal amount of $941,~~672~~081 plus interest accrued in the amount of $~~4,733~~54. Repayment of the ~~notes~~note ~~are~~is due ~~within six~~July ~~(6)~~7, ~~months of the date of renewal~~2025.

Subsequent to the ~~six~~nine-month period ended ~~September~~ 30December 31, 2024, ~~two~~nine additional notes to a shareholder that ~~was~~were originally due ~~October~~in ~~and~~January ~~November~~2025 ~~3, 2024~~ with a principal amount of approximately $2397,~~000 US~~800 ~~Funds~~ ($31134,~~320~~640 Canadian ~~funds~~Funds) ~~was~~were reissued in the principal amount of approximately $2699,~~000~~300 ~~US Funds~~ ($35143,~~316~~065 Canadian Funds) which included the original principal amount of approximately $2397,~~000~~800 ~~US Funds~~ ($31134,~~320~~640 Canadian ~~funds~~ Funds) plus interest accrued in the approximate amount of ~~approximately~~ $31,~~000~~500 ~~US Funds~~ ($38,~~996~~ 425 Canadian Funds). Repayment of the note is due within six (6) months of the date of renewal.

15Subsequent to the nine-month period ended December 31, 2024, one additional note to a related party that was originally due in January 2025 with a principal amount of $56,500 was reissued in the principal amount of $59,325 which included the original principal amount of $56,500 plus interest accrued in the amount of $2,825. Repayment of the note is due July 8, 2025.

On January 15, 2025, the Company signed a financial services agreement with J. Samuel Lee, JR to provide the services of Chief Operating Officer as a consultant. As compensation, J. Samuel Lee, JR will receive 5,000 common shares of stock in January 2025 and 10,000 shares of common stock each month thereafter.

In January 2025, the Company acquired the shares of a private company Regenerex SDN BHD that was incorporated in Malaysia. Regenerex SDN BHD has no assets and currently has no operations. It was acquired for the purpose of opening a bank account and doing business in that country. The directors of Regenerex SDN BHD are the same as the current directors of Regenerex Pharma, Inc.

In February 2025, consultants signed agreements receiving 10,000 common shares monthly as compensation.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Regenerex Pharma, Inc. unless the context requires otherwise.

Forward-Looking Statements

The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

Estimated COVID-19 impacts and uncertainties

COVID-19 has severely impacted, and is expected to continue to impact, the economies of the U.S. and other countries around the world COVID-19 has created significant public health concerns as well as significant volatility, uncertainty, and economic disruption in every region in which we operate, all of which have adversely affected and may continue to adversely affect our industries and our business operations. Further, financial and credit markets have experienced and may again experience volatility.

Beginning in our first fiscal quarter of 2020, the novel coronavirus known as “COVID-19" began to spread throughout the world, resulting in a global pandemic. The pandemic triggered a significant downturn in global commerce as early as February 2020 and the challenging market conditions continued throughout the second half of fiscal 2020; through 2021 and into the first half of fiscal 2022 and may continue for an extended period of time.

COVID-19 continues to affect global economic conditions. The situation surrounding COVID-19 remains fluid, and we are actively managing our response in collaboration with team members and business partners and assessing potential impacts to our financial position and operating results, as well as developments in our business.

Operations and New Developments

On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) interest-free due August 17, 2024. The note payable was due within twelve (12) months of the date of the agreement. As the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a maximum of ten million dollars ($10,000,000) in investment, the seller extended the payments for a further period of twelve (12) months for an interest-free promissory note of 10% of the balance outstanding on August 17, 2024 for a total of two hundred forty thousand ($240,000) which is due August 17, 2025.

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Business of Issuer

The business of Regenerex Pharma, Inc., (the “Company” or “Regenerex Pharma,”), is to develop and market Woundcare Healing products. The Company has three technologies for different types of wound conditions.

•

The first is for closing chronic wounds,

•

the second is for accelerating closure of acute or surgical wounds, and

•

the third solves the issue on contamination of all types of wounds including the destruction of biofilms.

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

Products:

Xcellderma OTC - Liquid Bandage Skin Protectant Xcellderma™ products are sterile wound dressings and are effective for treating diabetic foot ulcers, pressure ulcers, and other chronic wounds. During the last several years, a scientific and medical consensus has emerged that elevated protease levels impede wound healing. QBx™ the active ingredient down regulates the production of certain proteases and matrix metalloproteases, or MMPs, which are protein enzymes that are proven to impede the healing of a majority of chronic wounds. Approximately 80% of chronic wounds display elevated levels of proteases (including MMPs).

Accelerex Sterile Wound Cream - The first commercially available medical device, Accelerex, is for the treatment of a wide variety of chronic and acute wounds. Accelerex is a custom-designed, FDA and CE approved unit-dose, sterile wound dressing impregnated with an ointment containing QBx. Chronic wounds are generally defined as wounds that have not healed after thirty days of consistent clinical treatment, and include diabetic ulcers, burns, pressure ulcers (bedsores), and venous stasis ulcers. The Company’s broadly enabling technology was discovered from oak bark extract and referred to as QBx™.

Accelerex Impregnated Sterile Wound Dressing - For use as a wound dressing to manage pressure ulcers (stages I-IV), stasis ulcers, diabetic skin ulcers, skin irritations, cuts, and abrasions. FDA-cleared, prescription-only combination device that blends the benefits of a wound dressing with two drug components. Provides 3 modes of action to help treat acute and chronic wounds: Protective dressing, moisturizing ointment and 2 drug components: rubidium chloride and potassium chloride.

Regenerex System has been shown in many clinical trials to successfully close up to 95% of non-responding chronic wounds within 90 days. The wounds clinically tested had already been subject to current protocols of treatment and failed to heal. Competitive clinical trials indicated there isn’t another System that has the ability to close chronic wounds at these levels and speed. Not only does the System close chronic wounds relatively quickly but it does so at a very reasonable cost.

QBx™ contributes to setting up a suitable environment to allow wounds to close. Other than the products marketed by the Company, there are no products currently available on the market that are successful in healing chronic, non-healing wounds through the down regulation of proteases. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment with simple gauze and gauze-like dressings to cover and protect the wound.

Our QBx™ technology is the most efficacious, and clinically proven Chronic wound Care product in the world. Chronic wounds are those that fail to progress through a normal, orderly, and timely sequence of repair. They are not only characterized by delayed healing for weeks, months, or even years, but also by a resistance to treatment with conventional dressings and therapies. They impart a particularly devastating financial and quality-of-life burden on individuals suffering from the wounds and are frustrating for the caregivers and clinicians who attempt to manage, but fail to heal, these wounds.

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Non-healing chronic wounds are thought to be a consequence of factors that affect both the production of new tissue and the elevated destruction of existing tissue. Biochemically, these wounds appear to be stuck in a catabolic, inflammatory phase that is hostile to local growth factors and the activity of fibroblasts and keratinocytes. Increases in matrix metalloproteinases (MMPs) MMP-2 and MMP-9 are of significance in non-healing chronic wounds.

MMPs are a group of zinc-containing proteolytic enzymes that play an important role in the remodeling of the extracellular matrix of wounds. An overproduction of MMPs may result in degradation of the extracellular matrix and inactivation of vital growth factors. A precisely orchestrated balance of MMP production and their natural inhibitors (TIMPs) is needed.

Additionally, it is theorized that wounds stuck in the inflammatory phase persistently overproduce free radicals or reactive oxygen species (ROS). At low concentration and early in the inflammatory phase of wound healing, ROS such as hydrogen peroxide (H2O2), have a positive effect on healing through stimulation of fibroblast proliferation. However, persistent overproduction of ROS is thought to be detrimental to healing. A new treatment strategy has emerged focused upon manipulating the expression of genes which control the endogenous production of MMPs and TIMPs within the local wound environment. Contrary to modalities designed to sequester MMPs and/or act as a competitive substrate for protease activity, this technology strategy relies on delivery of metal ions into the wound to help regulate gene expression for the production of MMPs and TIMPs, thus bringing them into balance. These metal ions are delivered via a polyethylene glycol based, QBx™ ointment, which also contains citric acid to help normalize wound pH and reduce ROS activity. The QBx™ ointment is delivered via a tube or an acetylated regenerated cellulose carrier which allows for the passage of wound drainage and is non-fiber shedding. The entire composition is marketed as our primary wound dressing called Accelerex™.

Approximately 80% of chronic wounds display elevated levels of MMPs. Traditionally, however, these wounds have been managed with simple gauze and gauze-like dressings to cover and protect the wound. Other modern wound dressings such as hydrocolloids and collagens absorb wound fluids, but these dressings do not impact the cellular environment. This void in the treatment regimen offers a unique market advantage. QBx™ contributes to creating a suitable environment to allow wounds to close. These formularies are based on Proteases Down Regulating Technology and provide the System for a comprehensive suite of wound care products focused on the treatment of chronic wounds.

Chronic wounds impose significant costs to the US economy. Chronic wounds are a growing issue in the United States, causing immense patient pain and suffering as well as substantial economic and social cost. Although precise information on the prevalence of chronic wounds in the US is unavailable, it is estimated that, as of 2021, there were more than 8.3 million Americans suffering from chronic wounds. Chronic wounds are generally defined as wounds that have not healed after ninety days of consistent clinical treatment, and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis ulcers, however this does not include acute wounds.

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

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

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The Company has purchased proprietary wound care formulations, and has entered into an agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and equipment in Tennessee. We expect to launch our sales initiative during the Company’s ~~third or~~ fourth quarter of our year end March 31, 2025.

Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products. The Company has engaged into an agreement as of June 11, 2023, in the amount of $45,000, with First Forte Consultancy in the UAE to assist in meetings and road shows, introducing potential clients for distribution of the companies wound care product. $22,500 was paid June 15, 2023, and the balance of $22,500 is to be paid after the road shows and meetings are completed, in the Company’s second ~~third~~quarter orof ~~fourth~~the ~~quarter~~fiscal year ending March 31, 2026.

Financial Results and Trends

Results of Operations for the ~~Six~~Nine Months Ended ~~September~~ 30December 31, 2024 and 2023

At present, the Company has $0 revenue during the ~~six~~nine months ended ~~September~~December 3031, 2024 and ~~September~~ 30December 31, 2023. Net loss decreased from $23,~~987~~251,~~024~~ 000 for the ~~six~~nine months ended ~~September~~December 3031, 2023 to $~~802~~1,~~132~~116,656 for the ~~six~~ ~~months~~nine months ended ~~September~~December 3031, 2024 due to reduction in research and development expenses, lower stock-based compensation, and administration expense, offset by a lesser increase in payroll expenses and interest expense.

Liquidity and Capital Resources

The Company requires significant cash to launch its business and reduce its payable. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. The Company’s primary sources of liquidity and capital resources have been notes payable, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.

Cash Flow

The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:

	Six Months Ended
	Nine Months Ended
	September 30,
	December 31,
	2024			2023
Net cash (used in) provided by:
Operating activities	$	(~~181~~340,~~938~~651	)	$	(~~293~~393,~~286~~113	)
Investing activities	$	—		$	(6,299	)
Financing activities	$	~~181~~340,~~860~~617		$	~~304~~406,~~530~~133

Operating Activities

Cash used in operating activities was $~~181~~340,~~938~~651 and $~~293~~393,~~286~~113 for the ~~six~~nine months ~~ended~~ ~~September~~ended 30December 31, 2024 and 2023, respectively. The decrease in cash used in operating activities was primarily due to a decrease in net loss.

Investing Activities

Cash used in investing activities was $0 and $6,299 for the ~~six~~nine months ended ~~September~~ 30December 31, 2024 and 2023. The decrease in cash used was due to the reduction in the purchase of furniture and computer equipment.

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Financing Activities

Cash provided by financing activities was $~~181~~340,~~860~~617 and $~~304~~406,~~530~~133 for the ~~six~~nine months ended ~~September~~December 3031, 2024 and 2023, respectively. The decrease in cash provided by financing activities was primarily due to lower proceeds from sale of common stocks and warrants ~~and~~ ~~fewer~~offset ~~additional~~by ~~note~~a ~~payables~~lesser ~~from~~increase in notes payable to related parties.

Off-Balance Sheet Arrangements

None.

2017

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We had no material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

This report includes the ~~certification~~ certification of our Chief Executive Officer required by Rule 13a-14 of the ~~Securities~~ Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31 32.21. This Item 4 includes information concerning the controls and control ~~evaluations~~ evaluations revered to in those certifications.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and Principal ~~principal~~Financial ~~financial officer~~Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this ~~evaluation~~ evaluation under the framework in Internal Control – Integrated Framework, ~~management~~ management concluded that the Company ~~maintained~~did not maintain effective internal control ~~over~~ over financial reporting as of ~~September~~December 3031, 2024, as such term is defined in Exchange Act Rule 13a-15(f).

In designing and evaluating the disclosure controls and procedures, 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, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.

As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of ~~September~~December 3031, 2024.

Management’s Report on Internal Control over Financial Reporting

Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

2118

Wethat, doin ~~not~~reasonable ~~employ~~detail, ~~full~~accurately ~~time~~and ~~in-house~~fairly ~~personnel~~reflect ~~with~~ the ~~technical knowledge~~transactions ~~to identify~~ and dispositions ~~address some~~ of ~~the~~assets, ~~reporting~~(b) ~~issues~~provide ~~surrounding complex~~reasonable ~~and~~assurance ~~non-routine~~that transactions. are ~~Management~~recorded ~~recognized~~as ~~that~~necessary ~~during~~to ~~the~~permit preparation of ~~our~~financial ~~Financial~~statements in ~~Statements~~accordance with GAAP, ~~the~~(c) ~~Company~~provide ~~recorded~~reasonable ~~material~~assurance ~~post~~that ~~close~~receipts ~~adjustments. This~~and expenditures ~~situation~~are ~~led~~being tomade ~~delays~~only in ~~the~~accordance ~~process and~~with ~~evidenced~~appropriate ~~the~~authorization of ~~need~~management toand ~~improve~~ the ~~existent~~Board ~~control~~of ~~environment~~Directors, ~~including the experience~~ and ~~knowledge~~(d) ofprovide ~~the~~reasonable ~~team.~~ assurance ~~Management~~regarding ~~will~~prevention ~~continue~~or totimely ~~seek~~detection ~~guidance~~of ~~from~~unauthorized ~~third-party~~acquisition, ~~experts~~use ~~and~~or ~~consultants~~disposition toof ~~gain~~assets that could have a ~~thorough~~material ~~understanding~~effect ofon ~~these~~the ~~transactions~~financial statements.

We do not employ full time in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding complex and non-routine transactions. Management will continue to seek guidance from third-party experts and consultants to gain a thorough understanding of these transactions.

Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implement additional enhancements or improvements, as necessary.

Inherent Limitations on Internal Controls

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:

	●	Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes;

	●	Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override;

	●	The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

	●	Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and

	●	The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

2219

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of ~~September~~December 3031, 2024, ~~the~~ the Company is not involved in any material litigation.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

During the ~~six~~nine months ended ~~September~~December 3031, 2024, the Company issued fifty thousand (50,000) shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of fifty thousand ($50,000) dollars. One warrant was issued for each share purchased, for a total of fifty thousand (50,000) warrants. The warrants are exercisable at twenty ($0.20) cents and expire twenty-four (24) months after the date of the purchase agreement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

There is no information with respect to which information is not otherwise called for by this form.

ITEM 6. EXHIBITS

Exhibits

3.0		Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

3.1		Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

3.2		Amended Articles of Incorporation. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

3.3		Corporate Bylaws. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

10.1		Advance from Shareholder of Regenerex Pharma, Inc. Incorporated by reference to the Registrant’s Form 10-12G filed on July 28, 2017.

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

2320

SIGNATURES

Pursuant 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.

Registrant	Regenerex Pharma, Inc.
Date: November 04, 2024	By:	/s/ Gregory Pilant
Date: February 07, 2025	By:	/s/ Gregory Pilant
	Gregory Pilant
	Chief Executive Officer

Filing Compare · REGENEREX PHARMA, INC.