Item
3.02 Unregistered Sales of Equity Securities
On
January 28, 2016 Regen Biopharma, Inc. (“Regen”) issued 1,000,000 Units (“Units”) for cash consideration
of $150,000. Each Unit consisted of two shares of Regen’s common shares and one share of Regen’s Series A Preferred
Stock.
The
Units 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 Units were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Units. A legend was placed on the certificate that evidences the securities comprising
the Units stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate
purposes.
Between
January 29, 2016 and February 2, 2016 Regen issued 300,000 Units (“Units”) for cash consideration of $15,000. Each
Unit consisted of one share of Regen’s common shares and one share of Regen’s Series A Preferred Stock. 30,000 of
the common shares comprising the Unit were issued on January 29, 2016 and 270,000 of the common shares comprising the Unit were
issued on February 2, 2016. 300,000 of Regen’s Series A Preferred Stock comprising the Unit were issued on January 29, 2016.
The
Units 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 Units were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Units. A legend was placed on the certificate that evidences the securities comprising
the Units stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate
purposes.
On
February 22, 2016 Regen Biopharma, Inc. (“Regen”) issued 333,333 Units (“Units”) for cash consideration
of $50,000. Each Unit consisted of two shares of Regen’s common shares and one share of Regen’s Series A Preferred
Stock.
The
Units 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 Units were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Units. A legend was placed on the certificate that evidences the securities comprising
the Units stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate
purposes.
On
March 22, 2016 Regen Biopharma, Inc. (“Regen”) issued 1,000,000 Units (“Units”) for cash consideration
of $50,000. Each Unit consisted of one shares of Regen’s common shares and three share of Regen’s Series A Preferred
Stock.
The
Units 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 Units were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Units. A legend was placed on the certificate that evidences the securities comprising
the Units stating that those securities have not been registered under the Act and setting forth or referring to the restrictions
on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate
purposes.
As
of March 22, 2016 Regen has 128,253,938 Common Shares issued and outstanding.
As
of March 22, 2016 Regen has 84,881,697 shares of Series A Preferred Stock issued and outstanding.
Regen
is a controlled subsidiary of Bio Matrix Scientific Group, Inc.