Regen BioPharma Inc (RGBP)

[art35]

Item 3.03 Material Modification to Rights of Security Holders.

The issuance of 10,000 shares of Nonconvertible Series NC Preferred Stock to David R. Koos on April 23, 2021 will adversely affect the voting power of holders of common stock and other series of preferred stock of Regen due to the disproportionately high voting rights granted to holders of the Nonconvertible Series NC Preferred Stock.

To the extent that the Nonconvertible Series NC Preferred Stock may have anti-takeover effects, Regen believes that the ability of Regen to issue shares with such voting power will encourage persons seeking to acquire Regen to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed transaction in a manner that best serves the stockholders’ interests.