Regen Biopharma faces going‑concern risk, heavy related‑party deals and volatile derivative losses

Regen Biopharma, Inc. (OTCBB: RGBP) - Quick read on what's happening inside

Regen Biopharma is a micro‑cap regenerative medicine/licensing company with heavy related‑party activity, persistent losses, and volatile non‑cash derivative charges that drive most of the year‑to‑date deterioration. Management is relying on debt and equity financings (and share issuances) to continue operations; auditors/management flag going‑concern risk.

Key facts & figures

* Cash at June 30, 2025: $1,761.

* Total assets: $196,841; Total liabilities: $6,012,532; Stockholders' equity (deficit): ($5,815,691).

* Common shares outstanding (6/30/25): 31,554,704; Series A Preferred outstanding: 10,123,771.

* Net revenue (Qtr ended 6/30/25): $59,065; Nine months: $177,195 (unchanged vs prior year).

* Net loss (Qtr): ($167,292); Nine months: ($702,033).

* Net loss per common share - basic & diluted: Qtr $ (0.01); Nine months $ (0.03).

* Accounts receivable, related party: $177,147.

* Accrued expenses: $1,774,158; Notes payable - related parties: $266,339.

* Convertible notes payable, net of unamortized discount: $769,905.

* Derivative liability (embedded conversion features fair‑value): $1,780,402 (up from $1,404,090 at 9/30/24).

* Net cash provided by (used in) operating activities (per cash flow): ($223,586); Net cash from financing: $224,631; Net increase in cash: $1,045.

What's happening inside - operational & corporate signals

* Revenue is small but stable year‑over‑year and largely license/related party driven (Zander Therapeutics and Oncology Pharma).

* Management is conserving or cutting operating expense categories (R&D was $0 in the quarter vs $32,500 prior), but G&A and consulting remain material.

* Heavy related‑party activity: CEO is also CEO/chair of Zander Therapeutics (licensing counterparty and lender). Related‑party receivables, loans and sublease arrangements are significant.

* Financing by convertible notes and short‑term borrowings is primary liquidity source; recent share issuances (10,000,000 shares to CEO for $50k salary; prior share dividends) materially dilute holders and reduce cash needs.

* Significant embedded conversion features create a large derivative liability valued using Black‑Scholes; changes in fair value are non‑cash but materially swing reported earnings.

Income statement - positives

* Revenue stability: Net revenue for the quarter and nine months is essentially unchanged vs prior year ($59,065 quarterly; $177,195 nine months), showing recurring license receipts.

* Operating expense reduction year-to-date: Total operating expenses fell nine‑month 2025 vs 2024 ($392,680 vs $509,013), helping reduce operating loss before non‑operating items.

* Cash from financing nearly offset operating cash burn this period (cash up $1,045), showing access to immediate funding.

Income statement - negatives / red flags

* Large net loss driven by non‑operating derivative losses: Derivative expense for nine months = ($376,312); total other expense = ($486,548), causing net loss ($702,033) despite lower operating losses.

* High interest and amortization costs: Interest expense + amortization totaled material amounts - Qtr interest expense ($24,638) + amortization ($12,639).

* No material R&D spend this quarter (R&D $0) - may signal slowed pipeline progress or deferral of development activity.

* Earnings volatility from accounting for convertible features (derivative liabilities) can produce large unrealized losses unrelated to core operations.

Governance & risk items to watch

* Going concern: Management explicitly warns of substantial doubt about ability to continue without additional financing; cash on hand is $1,761.

* Related‑party concentration & conflicts: Significant revenue, receivables and loans tied to entities controlled by management (Zander, BST Partners). That increases operational and disclosure risk.

* Dilution & aggressive financing terms: Recent and subsequent convertible note financings include low conversion prices/discounts (e.g., 60% of lowest trading price) and OID; shares issued to settle liabilities reduce shareholder value.

* Derivative liability sensitivity: Black‑Scholes inputs (volatility 184% cited) make liability highly sensitive to share price and volatility assumptions - expect large P&L swings.

Bottom line - short take

* Regen Biopharma (OTCBB: RGBP) is a tiny, pre‑commercial company with recurring license revenues but very small cash, a multi‑million dollar working capital deficit, and sizeable embedded derivative liabilities that drive big reported losses.

* The business can continue only with near‑term financing or debt/equity conversions; those financings come with dilution and volatile accounting effects. Investors should treat current results as liquidity‑driven and closely monitor related‑party arrangements, derivative valuation changes, and any material capital raises or restructurings.

If you want, I can prepare a one‑page risk checklist and short timeline of upcoming maturities/conversion triggers and recent post‑period financings.