Form 424B3 - Prospectus [Rule 424(b)(3)]
February 09 2024 - 4:15PM
Edgar (US Regulatory)
Prospectus Supplement
No. 3 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 February 9, 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 February 9, 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): February
7, 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 8.01 Other Events.
On February 7, 2024 Regen Biopharma,
Inc. filed a provisional patent application with the United States Patent and Trademark Office covering compositions of matter, protocols
and treatment means for accelerating hematopoietic reconstitution after an insult or chronic pathology by administration of stem cell
derived endothelial progenitor cells or endothelial cells
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: February 9, 2024
|
By: /s/ David Koos |
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