Regen BioPharma Inc 8-K

What Happened
Regen BioPharma Inc. (RGBP) filed an 8-K reporting three material items. First, a complaint by Trillium Partners, LP alleging $398,740 in claims (filed April 13, 2026) was settled by agreement on May 14, 2026; after a fairness hearing the Superior Court of California approved issuance of settlement shares under SEC Section 3(a)(10) on July 10, 2026. The agreement calls for RGBP to issue common or Series A preferred shares (the “Settlement Shares”) in amounts and tranches designed so that the aggregate Remittance Amount equals the claim amount; the Remittance Amount is defined as 65% of Net Proceeds from sale of the Settlement Shares.
Second, the company’s Audit Committee dismissed BCRG Group and, on July 13, 2026, appointed Simon & Edward LLP (S&E) as the new independent registered public accounting firm after S&E acquired BCRG’s attest business (effective June 15, 2026). BCRG’s prior audit for FYs 2025 and 2024 had no adverse opinion but included a going-concern explanatory paragraph. Third, RGBP filed a Certificate of Designation creating 1,000 shares of a new Series N Preferred Stock with very large voting power (75,000,000 votes per share) and class voting provisions.

Key Details

• Claim amount: $398,740 (complaint filed April 13, 2026; settlement agreement dated May 14, 2026; court approval July 10, 2026).
• Settlement pay structure: company to issue Settlement Shares; Remittance Amount = 65% of Net Proceeds from sale of those shares (structured so aggregate Remittance equals the Claim Amount).
• Auditor change: BCRG’s attest business acquired by Simon & Edward LLP effective June 15, 2026; Audit Committee dismissed BCRG and appointed S&E on July 13, 2026. Prior audit included a going-concern explanatory paragraph for FYs 2025 and 2024.
• Series N Preferred: 1,000 shares authorized; each share carries 75,000,000 votes; Series N votes with common and other preferred as a single class on shareholder matters.

Why It Matters

• Potential dilution and financing impact: the settlement will be satisfied by issuing shares rather than a cash payment, which may increase outstanding equity and dilute existing shareholders depending on how many Settlement Shares are issued and sold. The settlement’s economics are tied to 65% of net sale proceeds, which affects how the claim amount is realized.
• Governance and control risk: the newly created Series N carries extremely large per-share voting power (75 million votes each). Even with only 1,000 authorized shares, issuance of Series N could materially affect control or voting outcomes if any are issued or transferred.
• Financial reporting continuity: the auditor transition to Simon & Edward LLP may affect the company’s audit processes, though prior audits by BCRG were not qualified except for a going-concern note; investors should watch for any changes in audit opinions or disclosures in future filings.

For investors: monitor upcoming filings for the number/type of Settlement Shares issued, any shareholder votes or transfers of Series N, and the company’s next audited and quarterly financial statements under the new auditor.