{"url_path":"/sec/rgbp/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 (Entry into a Material Definitive Agreement)**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1589150/0001493152-26-033364-index.html","accession_number":"0001493152-26-033364","cik":"0001589150","ticker":"RGBP","issuer_name":"Regen BioPharma Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1589150/0001493152-26-033364-index.html","primary_entity_key":"0001589150","primary_entity_name":"Regen BioPharma Inc"},"word_count":793,"has_tables":true,"body_markdown":"**Item\n1.01 (Entry into a Material Definitive Agreement)**\n\n \n\nOn\nApril 13, 2026 a complaint was filed against the Company in the Superior Court of California, County of San Diego . Trillium Partners,\nLP,( the “ Plaintiff”) , who has acquired rights to $398,740 of claims against the Company, sought damages in that amount\nalong with attorneys’ fees and costs.\n\n \n\nOn\nMay 14, 2026 the Company and the Plaintiff entered into a Settlement and Mutual Release Agreement (“Agreement”). Pursuant\nto the terms and conditions of the Agreement following the entry of an Order by the Court after a fairness hearing pursuant to Section\n3(a) (10) of the Securities Act of 1933 (the “Securities Act”), and Section 25142 of the California Corporations Code (the\n“Corporations Code”) and the delivery by the Plaintiff and the Company of the Stipulation of Dismissal in settlement of the\nClaims, the Company shall issue and deliver to the Plaintiff shares of its Common Stock or Series A Preferred Stock (the “Settlement\nShares”) in one or more tranches as necessary, and subject to adjustment and ownership limitations as set forth in the Agreement,\nsufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. The Remittance Amount shall mean sixty\nfive percent (65%) of Net Proceeds of the sale of Settlement Shares. On July 10, 2026, after a Fairness Hearing, the Superior Court of\nCalifornia issued an order approving issuance of the Settlement Shares pursuant to Section 3(a) (10) of the Act and Section 25142 of\nthe Corporations Code .\n\n \n\nThe\nforegoing description of the abovementioned Agreement is not complete and is qualified in their entirety by reference to the text of\nthe abovementioned Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01\nby reference.\n\n \n\nI**tem\n4.01 Changes in Registrant’s Certifying Accountant**\n\n \n\nRegen\nBiopharma Inc. (the “Company”), was notified that Simon & Edward LLP (“S&E”) acquired, effective as of\nJune 15, 2026, the attest service business of BCRG Group (“BCRG”). On July 13 2026, the Audit Committee of the Company’s\nBoard of Directors simultaneously dismissed BCRG as the Company’s independent registered public accounting firm and approved the\nappointment of S&E as the Company’s new independent registered public accounting firm. The services previously provided by\nBCRG will now be provided by S&E.\n\n \n\nBCRG’s\naudit report on the Company’s consolidated financial statements for the fiscal year ended September 30, 2025 and 2024 contained\nno adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles,\nexcept that the report on the consolidated financial statements of the Company for the fiscal years ended September 30, 2025 and 2024\nincluded an explanatory paragraph indicating that there was substantial doubt as to the Company’s ability to continue as a going\nconcern.\n\n \n\nDuring\nthe fiscal years ended September 30, 2025 and 2024 and the subsequent interim period through the date of this Current Report on Form\n8-K, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company\nand BCRG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which\ndisagreements, if not resolved to the satisfaction of BCRG, would have caused BCRG to make reference to the subject matter of the disagreements\nin connection with BCRG’s reports on the Company’s financial statements, and (b) no “reportable events” (as defined\nin Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weaknesses in the Company’s internal\ncontrol over financial reporting previously disclosed under Part II, Item 9A of the Company’s Annual Report on Form 10-K for the\nyear ended September 30, 2025.\n\n \n\nPrior\nto engaging S&E, neither the Company nor anyone acting on its behalf consulted S&E regarding (i) the application of accounting\nprinciples to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s\nfinancial statements, and no written report was provided to the Company or oral advice was provided that S&E concluded was an important\nfactor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter\nthat was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or\na reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).\n\n \n\nThe\nCompany has requested that BCRG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements.\nA copy of such letter, dated July 15, 2026 is filed as Exhibit 16.1 to this Current Report on Form 8-K.\n\n  \n\nPage 2 of 4"}