SEC Comment Letter 0000000000-24-010928 to Regen BioPharma Inc (RGBP)
Regen BioPharma Inc
Date: Sept. 26, 2024 · CIK: 0001589150 · Accession: 0000000000-24-010928
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File numbers found in text: 024-12505
Letter
September 26, 2024 David Koos Chief Executive Officer Regen BioPharma Inc. 4700 Spring Street, Suite 304 La Mesa, CA 91942 Re:Regen BioPharma Inc. Offering Statement on Form 1-A Filed September 16, 2024 File No. 024-12505 Dear David Koos: We have reviewed your offering statement and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to this letter, we may have additional comments. Offering Statement on Form 1-A Financial Statements, page 41 1.We note that this is a Tier 1 offering and that you have indicated in Part I, Item 4 of your Form 1-A notification that you have provided unaudited financial statements for all periods presented; however, the financial statements included in the offering statement for the years ended September 30, 2022 and September 30, 2023 are not labeled as “unaudited.” Further, based on the audit report included in your annual report on Form 10-K for the fiscal year ended September 30, 2023, it appears that these financial statements were audited. As such, please amend to include audited financial statements in this Form 1-A and ensure that all other requirements of Part F/S (b) of Form 1-A are satisfied.
September 26, 2024 Page 2 We will consider qualifying your offering statement at your request. In connection with your request, please confirm in writing that at least one state has advised you that it is prepared to qualify or register your offering. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Joseph Vaini
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September 26, 2024
David Koos
Chief Executive Officer
Regen BioPharma Inc.
4700 Spring Street, Suite 304
La Mesa, CA 91942
Re:Regen BioPharma Inc.
Offering Statement on Form 1-A
Filed September 16, 2024
File No. 024-12505
Dear David Koos:
We have reviewed your offering statement and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response. After
reviewing any amendment to your offering statement and the information you provide in response
to this letter, we may have additional comments.
Offering Statement on Form 1-A
Financial Statements, page 41
1.We note that this is a Tier 1 offering and that you have indicated in Part I, Item 4 of your
Form 1-A notification that you have provided unaudited financial statements for all
periods presented; however, the financial statements included in the offering statement for
the years ended September 30, 2022 and September 30, 2023 are not labeled as
“unaudited.” Further, based on the audit report included in your annual report on Form
10-K for the fiscal year ended September 30, 2023, it appears that these financial
statements were audited. As such, please amend to include audited financial statements in
this Form 1-A and ensure that all other requirements of Part F/S (b) of Form 1-A are
satisfied.
September 26, 2024
Page 2
We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared to
qualify or register your offering. If a participant in your offering is required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has no objections
to the compensation arrangements prior to qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Lauren Hamill at 303-844-1008 or Joe McCann at 202-551-6262 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Joseph Vaini