Regen Biopharma, Inc. filed a Form 8-K on November 2, 2026, disclosing that on October 27, 2026, it entered into a securities purchase agreement for a $125,000 promissory note and a separate equity line agreement for up to $10,000,000 in common stock purchases, both with Coventry Enterprises, LLC.

Key Highlights

  • Promissory Note: Coventry Enterprises purchased a 10% unsecured promissory note from the company in the principal amount of $125,000, with $12,500 retained by Coventry as an Original Issue Discount.
  • Guaranteed Interest: The note carries guaranteed interest at 10% per annum over its 18-month term, totaling $12,500 in aggregate guaranteed interest.
  • Repayment Schedule: Principal and guaranteed interest are payable in 8 equal monthly payments of $17,187.50, commencing 6 months after funds are received.
  • Existing Debt Retired: Convertible indebtedness and accrued interest totaling $71,557 was satisfied from the proceeds of the note, according to the filing.
  • Equity Line Commitment: The equity line agreement commits Coventry to purchase up to $10,000,000 of common stock at $0.0001 par value per share over a 36-month term.
  • Draw Down Pricing: Each share purchased under the equity line is priced at 80% of the lowest trading price during the ten business days prior to a draw down notice date.
  • Ownership Cap: The company is prohibited from issuing shares under the equity line if doing so would result in Coventry beneficially owning more than 4.99% of issued and outstanding shares.

Regen Biopharma's October 2026 Financing Arrangements with Coventry Enterprises

According to the filing, Regen Biopharma, Inc. entered into two separate agreements with Coventry Enterprises, LLC on October 27, 2026. The first was a securities purchase agreement under which Coventry purchased a 10% unsecured promissory note with a principal amount of $125,000. The filing discloses that $12,500 of that amount was retained by Coventry as an Original Issue Discount, and that existing convertible indebtedness and accrued interest totaling $71,557 was satisfied from the note proceeds.

The note carries guaranteed interest at 10% per annum for its 18-month term, amounting to $12,500 in aggregate guaranteed interest. The combined principal and guaranteed interest are to be repaid in 8 equal monthly payments of $17,187.50, beginning 6 months after funds are received and continuing on the 20th of each month thereafter. The filing states that upon an event of default, the note becomes convertible into common stock at the holder's option at a price equal to 90% of the lowest per-share trading price during the 20 trading days preceding a conversion date. Additionally, if the company completes another financing transaction or has an effective Regulation A offering statement while the note has been outstanding for four months, the investor may convert any amount up to the full balance, including guaranteed interest, into shares at the same offering price.

The second agreement is an equity line under which Coventry is committed to purchase up to $10,000,000 of common stock over 36 months, subject to conditions including a Registration Statement on Form S-1 becoming effective to register Coventry's resale of purchased shares. The company, at its sole discretion, may issue draw down notices, with each share priced at 80% of the lowest trading price in the preceding ten business days. A single draw down cannot exceed the lesser of 200% of the average daily traded value during the prior ten business days or $250,000. The filing notes the company has no Section 12(b) registered securities and identifies itself as an emerging growth company.

What Was Disclosed

Regen Biopharma disclosed entry into a $125,000 promissory note and a $10,000,000 equity line, both with Coventry Enterprises, LLC, dated October 27, 2026, including repayment terms, default conversion mechanics, draw down conditions, and a 4.99% beneficial ownership cap.