SecProbe.io

CORRESP
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filename1.htm

    November
    21, 2024

    United
    States Securities and Exchange Commission

    100
    F Street, NE

    Washington,
    DC 20549

    Attention:
    Ms.
    Lauren Hamill

    Mr.
    Joe McCann

    Re:
    Regen BioPharma Inc.

    Amendment
No. 1 to Offering Statement on Form 1-A

    Filed
October 28, 2024

    File
No. 024-12505

Dear
Ms. Hamill and Mr. McCann

With
regard to the comments of the Staff (the “Staff”) as set forth in its letter dated November 7, 2024 (the “Comment Letter”)
relating to the abovementioned filing made by Regen Biopharma, Inc. (The “Company”).

 1. “Please
                                            revise to include executive compensation disclosure for the fiscal year ended September 30,
                                            2024. Refer to Item 11 of Form 1-A.”

The
disclosure will be included in the simultaneously filed amendment.

 2. “We
                                            refer to prior comment 1 and note that your amended offering statement includes audited financial
                                            statements for the fiscal year ended September 30, 2023. Please revise to include the date
                                            of the independent auditor’s report.”

The
date of the audit report is included in the latest filed amendment

 3. “We
                                            note that you have amended the Form 1-A offering statement to include unaudited financial
                                            statements for the fiscal year ended September 30, 2024. In your response letter, please
                                            tell us, as applicable, when you expect to have a PCAOB-registered auditor complete the audit
                                            for this period. Also, please confirm, as applicable, that you plan to file a post-qualification
                                            amendment to this Form 1-A once this audit is completed in order to include the audited financial
                                            statements for the fiscal year ended September 30, 2024 as well as a consent from this auditor”

Although
the Company is striving to have the audit completed by its PCAOB- registered auditor by the due date of the Company’s 10-K no assurance
can be given at this time that the Company’s PCAOB- registered auditor will be successful in meeting that deadline. The Company
will include any audit opinion which may be obtained from the Company’s PCAOB- registered auditor for the fiscal year ended September
30, 2024 as well as a consent from this auditor in a post-qualification amendment to the Form 1-A.

Although
no decision has been arrived at with regard to this matter in light of the fact that Company has less than 500 shareholders and has had
less than $10 million in assets last 3 fiscal years the Company is considering filing a Form 15 in order to that financial resources
expended in connection with reporting obligations may instead be applied towards the operation of the Company’s business.

 4. “We
                                            note that you have publicly released your financial statements for the fiscal year ended
                                            September 30, 2024 via this amended Form 1-A offering statement, but you have not presented
                                            any of this information in an Exchange Act report. Please tell us what consideration you
                                            have given to filing a Form 8-K under Item 2.02 relating to your results of operations and
                                            financial condition for the completed September 30, 2024 fiscal period.”

The
Company respectfully acknowledges the Staff’s concern. The Company intends to furnish any future financial statement disclosures
in an Item 2.02 Form 8-K.

Thank
you for your kind assistance and the courtesies that you have extended to assist us in fulfilling our obligations under Tier 1 of Regulation
A If, at any time, you have any further questions, please let us know.

Sincerely,

David
R. Koos,

Chairman
& Chief Executive Officer