Regen BioPharma Inc (RGBP)

[TexasLearner]

RGBP interpretation wanted: Beyond the literal facts, what is the meaning and expected activity?

Item 3.02 Unregistered Sales of Equity Securities.

On November 18, 2022 Regen Biopharma, Inc. (the “Company”) issued 55,809,233 shares of the Company’s Series A Preferred Stock to holders of the Company’s Convertible Promissory Notes in satisfaction of $250,000 of convertible indebtedness and $126,711 of accrued interest on convertible indebtedness.

All the abovementioned securities were issued pursuant to Section 4(a) (2) of the securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The securities were sold directly through our management. No commission or other consideration was paid in connection with the sale of the securities. There was no advertisement or general solicitation made in connection with this Offer and Sale of securities.

As of November 21, 2022, the Company has $510,000 of Convertible Notes outstanding of which $360,000 are convertible at a floating rate.