On October 27, 2026, Regen Biopharma, Inc. entered into a securities purchase agreement with Coventry Enterprises, LLC. Under this agreement, Coventry purchased a 10% unsecured promissory note from the Company. The principal amount of the note is $125,000, with $12,500 of that amount retained by Coventry as an Original Issue Discount.
The note carries a guaranteed interest rate of 10% per annum for an eighteen-month term, resulting in an aggregate guaranteed interest of $12,500. The principal amount and interest are due and payable in eight equal monthly installments of $17,187.50 each, beginning six months after the funds are received and continuing on the 20th day of each month thereafter. The filing states that the proceeds from this note were used to satisfy existing convertible indebtedness and accrued interest totaling $71,557.
The agreement also includes a common stock purchase agreement, creating an equity financing facility with a total commitment of $10,000,000. Under this equity line, Coventry is committed to purchasing shares of common stock over a 36-month term, subject to specific conditions. The purchase price for shares is determined as 80% of the lowest trading price of the common stock during a ten-business-day pricing period preceding a draw-down notice. The maximum number of shares requested in a single draw-down cannot exceed the lesser of 200% of the average daily traded value over the preceding ten days or $250,000. Additionally, the Company is prohibited from issuing shares that would result in Coventry beneficially owning more than 4.99% of the issued and outstanding shares.
