SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Prospectus Supplement
No. 7 to Resale
Prospectus dated October
2, 2023
Registration File No.
333-274675
Filed Pursuant to Rule
424(b)(3)
REGEN BIOPHARMA, INC.
Up to 1,126,954 Shares
of Common Stock
This Prospectus Supplement,
dated May 23, 2024, is being filed by Regen Biopharma, Inc. (the “Company”) to update and supplement the information contained
in the Company’s (i) prospectus, dated October 2, 2023 ( as amended and supplemented from time to time) (the “Prospectus”)
which forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-274675)
This Prospectus Supplement
should be read in conjunction with the Prospectus, as amended and supplemented, which is to be delivered with this Supplement. This
Supplement is qualified by reference to the Prospectus, except to the extent that the information in this Supplement updates or supersedes
the information contained in the Prospectus, including any supplements and amendments thereto.
This Prospectus Supplement
is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and
amendments thereto.
THIS INVESTMENT INVOLVES
A HIGH DEGREE OF RISK. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THE PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING
ON PAGE 17.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus
Supplement is May 23, 2024.
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): May
20, 2024
REGEN BIOPHARMA, INC.
(Exact name of small business
issuer as specified in its charter)
Nevada |
45-5192997 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Commission File No.
333-191725
4700 Spring Street, St
304, La Mesa, California 91942
(Address of Principal Executive
Offices)
(619) 722 5505
(Issuer’s telephone
number)
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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
None |
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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. ☐
Item 5.03 Amendments to Articles of Incorporation
On May 20, 2024 Regen Biopharma, Inc. amended its Certificate of Incorporation
adding the following Article 8 which is and reads as follows:
Shares of one class or series of stock may be issued as a share dividend
in respect of another class or series.
Item 8.01 Other Events.
On May 21 , 2024 the Board of Directors of Regen Biopharma, Inc.(“Regen”)
declared a dividend to all shareholders of record as of June 20,2024 (“Record Date”) to be paid to shareholders on or about
July 1, 2024 such dividend to be payable in shares of the Regen’s authorized but unissued Series A Preferred Stock and to consist
of two share of Series A Preferred Stock for every one share of Regen Biopharma, Inc. Common Stock owned as of the Record Date, every
one share of Regen Biopharma, Inc. Series A Preferred Stock owned as of the Record Date, every one share of Series AA Preferred Stock
owned as of the Record Date, every one share of Series M Preferred Stock owned as of the Record Date and every one share of Series NC
Preferred Stock owned as of the Record Date
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
Description |
Exhibit 3(i) |
Amendment to Articles of Incorporation |
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 BIOPHARMA, INC. |
|
|
Dated: May 23, 2024
|
By: /s/ David Koos |
Exhibit 3(i)
![](https://www.sec.gov/Archives/edgar/data/1589150/000160706224000213/image_001.jpg)
![](https://www.sec.gov/Archives/edgar/data/1589150/000160706224000213/image_002.jpg)
![](https://www.sec.gov/Archives/edgar/data/1589150/000160706224000213/image_003.jpg)
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