CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission. All references to" We", "Us", "Company" or the "Company" refer to Regen BioPharma, Inc.

As of September 30, 2021 we had Cash of $727,162 and as of March 31,2022 we had cash of $234,674.The decrease in cash of approximately 68% is primarily attributable to the payment of $218,529 in satisfaction $94,537 of convertible indebtedness and $28,973 of accrued interest on convertible indebtedness offset by funds expended in operation of the Company's business.

As of September 30, 2021 we had Accounts Receivable, Related Party of $213,192 and as of March 31, 2022 we had Accounts Receivable, Related Party of $ 268,042. The increase of approximately 25.73% is attributable to the accrual during the quarter ended December 31,2021 of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc. and the accrual during the quarter ended March 31,2022 of $27,425 of minimum royalties and anniversary fees pursuant to a license granted to Zander Therapeutics, Inc. by Regen Biopharma, Inc.

As of September 30, 2021 we had Prepaid Expenses of $48,144 and as of March 31, 2022 we had prepaid expenses of $34,582. The decrease in Prepaid Expenses of approximately 28.17% is attributable to the recognition of expenses incurred over the six months resulting from an agreement to provide Research and Development services which was prepaid during the quarter ended September 30, 2021. The term of the agreement is from July 1, 2021 to July 1, 2023. The total consideration due of $55,000 was paid to the contractor as of July 1, 2021 and is being expensed over the term of the agreement.

As of March 31 , 2022 we had Investment Securities ( Not Related Party) of $67,710 and as of September 30,2021 we had Investment Securities (Not Related Party) of $198,006. As of March 31, 2022 18,300 common shares of Oncology Pharma, Inc. constitute the sole investment securities other than shares of Zander Therapeutics, Inc. held by the Company. On March 31, 2022 the Company revalued 18,300 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market resulting in the recognition of a decrease in fair value of 65.8% as compared to September 30, 2021.

As of March 31, 2022 we had Accounts Payable of $41,629 and as of September 30, 2021 we had Accounts Payable of $91,498. The decrease in Accounts Payable of approximately 54.5% is primarily attributable to the derecognition of $62,700 of payables for which recovery is barred by the statute of limitations imposed under California Code of Civil Procedure §337.

As of March 31, 2022 we had Accrued Interest Payable of $664,787 and as of September 30, 2021 we had Accrued Interest Payable of $954,861.



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The decrease in Accrued Interest Payable of approximately 30.38% is primarily attributable to

the conversion during the quarter ended December 31, 2021 of $298,964 of interest accrued but unpaid on Convertible Notes issued by the Company and the satisfaction of $28,973 of interest accrued but unpaid in cash offset by additional interest accrued but unpaid during the six months ended December 31, 2021 on Notes Payable and Convertible Notes Payable.

As of September 30, 2021 we had Notes Payable of $1,429,179 and as of March 31, 2022 we had Notes Payable of $227. The decrease in Notes Payable of 99.9% is attributable to the reclassification of a Note in the principal amount of $1,500,000 (net of unamortized Original Issue Discount ("OID") as a Convertible Note Payable. Such reclassification occurred as a result of the Company's failure to make a required payment such failure triggering the conversion feature.

As of September 30, 2021 we had total Convertible Notes Payable of $2,152,811 and as of March 31, 2022 we had total Convertible Notes Payable of $2,997,270. The increase in total Convertible Notes Payable of 28.1 % is attributable to the following:

The satisfaction of $785,964 of principal convertible indebtedness through the issuance of equity securities during the quarter ended December 31, 2021

The settlement of $94,537 of principal convertible indebtedness through cash payments during the quarter ended December 31, 2021

The reclassification during the quarter ended March 31, 2022 of $1,724, 960 ( net of unamortized discount and including a $300,000 penalty incurred due to a the failure of the Company to make a required payment to the lender) of principal indebtedness as convertible debt.

As of March 31, 2022 we had a Derivative Liability of $70,561,820 and as of September 30, 2021 we had a Derivative Liability of $6,892,477. The increase in Derivative Liability of approximately 924% is attributable to the recognition by the Company of embedded derivatives on Convertible Notes Payable with an aggregate face value of $2,714,080 outstanding as of March 31, 2022.

. Material Changes in Results of Operations

Revenues from continuing operations were $58,369 for the quarter ended March 31,2022 and $27,425 for the same period ended 2021. The increase of approximately 112% is attributable to $30,945 of revenue recognized during the quarter ended March 31, 2022 pursuant to a license granted to Oncology Pharma,Inc. Operating Loss was $76,494 for the quarter ended March 31,2022 whereas Operating Loss was $12,973 for the same quarter ended 2021; an increase primarily attributable to revenue recognized during the quarter ended March 31,2022 pursuant to a license granted to Oncology Pharma Inc. as well as materially lower operating expenses recognized during the quarter ended March 31,2021 as compared to March 31,2022.

Net Loss was $67,081,589 for the quarter ended March 31, 2022 versus Net Income of $442,183 recognized during the same period ended 2021. This was primarily attributable to a Derivative Loss recognized during the quarter ended March 31, 2022.

Revenues from continuing operations were $117,434 for the six months ended March 31,2022 and $54,849 for the same period ended 2021. The increase of approximately 114% is attributable to $62,584 of revenue recognized during the six months ended March 31, 2022 pursuant to a license granted to Oncology Pharma,Inc. Operating Loss was $182,917 for the six months ended March 31,2022 whereas Operating Loss was $31,453 for the same period ended 2021; an increase primarily attributable to revenue recognized during the six months ended March 31,2022 pursuant to a license granted to Oncology Pharma Inc. as well as materially lower operating expenses recognized during the six months ended March 31,2021 as compared to March 31,2022.



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Net Loss was $64,436,609 for the six months ended March 31, 2022 versus Net Income of $2,108,549 recognized during the same period ended 2021. This was primarily attributable to a Derivative Loss recognized during the six months ended March 31, 2022.

As of March 31, 2022 we had $234,674 in cash on hand and current liabilities of $77,280,399 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable , Derivative Liability Recognized, bank overdraft Unearned Income and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

As of March 31, 2022 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

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