Item 3.02 Unregistered Sales of Equity Securities.

On November 11, 2022 Regen Biopharma, Inc. (the "Company") issued 101,880,008 shares of the Company's Series A Preferred Stock to holders of the Company's Convertible Promissory Notes in satisfaction of $511,500 of convertible indebtedness and $253,816 of accrued interest on convertible indebtedness.

On November 11, 2022 the Company issued 16,912,946 shares of the Company's Common Stock to a holder of a Convertible Promissory Note in satisfaction of $25,369 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.

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