Item 3.02. Unregistered Sales of Equity Securities

On May 16, 2022 Regen Biopharma, Inc. (the "Company") issued 100,000,000 common shares ("Shares") to Coventry Enterprises LLC in satisfaction of $334,800 of convertible indebtedness. The principal balance remaining on the $1,500,000 promissory note issued to Coventry Enterprises LLC is $648,001 as of May 16,2022.

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.

Item 8.01. Other Events

On May 10, 2022 the United States Patent and Trademark Office issued Patent No. 11,324,719 B2 to KCL Therapeutics, Inc. ( a wholly owned subsidiary of the Company) in connection with the invention titled "Small molecule agonists and antagonists of NR2F6 activity in humans". The invention relates to compounds useful to alteration of NR2F6 activity.

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