Item 3.02. Unregistered Sales of Equity Securities

On July 19, 2022 Regen Biopharma, Inc. (the "Company") issued 54,514,492 common shares ("Shares") to Coventry Enterprises LLC in satisfaction of $180,552 of convertible indebtedness. The principal balance and accrued interest payable remaining on the $1,500,000 promissory note issued to Coventry Enterprises LLC are both $0 as of July 19,2022.

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.

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