Regen BioPharma Inc 8-K

What Happened
Regen BioPharma Inc (RGBP) filed an 8-K reporting that it issued common shares in January 2026 to satisfy convertible debt and in a Tier 2 Regulation A offering. On January 15, 2026, the company issued 5,000,000 shares to satisfy $11,449 of principal and $8,101 of accrued interest. On January 29, 2026, it issued 5,302,732 shares to satisfy $12,000 of principal and $1,000 of accrued interest. On January 30, 2026, the company issued 11,111,111 shares for $50,000 under a Tier 2 Regulation A offering. As of February 2, 2026, RGBP had 129,468,577 common shares issued and outstanding.

Key Details

• Jan 15, 2026: 5,000,000 shares issued to settle $11,449 principal + $8,101 accrued interest (issued under Section 4(a)(2) of the Securities Act).
• Jan 29, 2026: 5,302,732 shares issued to settle $12,000 principal + $1,000 accrued interest (issued under Section 4(a)(2)).
• Jan 30, 2026: 11,111,111 shares issued for $50,000 in a Tier 2 Regulation A offering (sold directly by management).
• No underwriters or placement agents were used for the issuances; no commissions were paid and there was no general solicitation for the private issuances.

Why It Matters
The company increased its outstanding share count to 129,468,577 as of Feb 2, 2026. Issuing shares to settle convertible debt and for a Regulation A offering affects the total shares outstanding and can dilute existing shareholders’ percentage ownership. Two of the issuances converted small amounts of debt into equity (no cash outflow), while the Regulation A sale raised $50,000 in cash. Investors should note the share count change when evaluating per‑share metrics (e.g., earnings per share, ownership percentages) and monitor future filings for any additional financings.