MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand our audited consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the year ended September 30, 2025, as compared to the fiscal year ended September 30, 2024. This discussion should be read in conjunction with our consolidated financial statements for the fiscal years ended September 30, 2025 and 2024 and related notes included elsewhere in this 10-K. These historical financial statements may not be indicative of our future performance. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks. Throughout this report, the terms "our," "we," "us," and the "Company" refer to Regen Biopharma, Inc. and its subsidiaries.

Forward Looking Statements

All statements other than statements of historical facts contained in this report, including statements regarding future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "expect," "objective," "plan," "potential," "seek," "grow," "target," "if," and similar expressions intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations, objectives, and financial needs.

Results of Operations

Revenues

Revenues from continuing operations were $236,561 for the fiscal year ended September 30, 2025 and $236,560 for the same period ended 2024. $110,001 and $110,000 of revenue from related parties recognized during the twelve months ended September 30 2025 and 2024 consisted of anniversary expense receivable pursuant to a license granted by the Company to Zander Therapeutics, Inc. $126,560 and $126,560 of revenue recognized during the twelve months ended September 30, 2025 and 2024 were recognized pursuant to licenses granted to Oncology Pharma, Inc.

Operating Expenses

Operating Expense were $575,101 for the twelve months ended September 30, 2025 and $653,781 for the same period ended 2024. The primarily operating expense for 2025 consists of $ 398,263 of Consulting & Professional expenses and $90,000 in rent. In the previous year Consulting and Professional fees expenditure were $363,391. During the period ended 2024 research and development expenses amounted to $153,565 constituting the second largest expense recognized during that period.

Other Income

For the twelve months ended September 30 2025, the Company reported a net other expense of $(935,962) whereas in the same period ended 2024 the Company reported the net other expense of $(251,034). Net other expense was primarily driven by the recognition of a Derivative Expense in of $(675,528) in 2025. For the period ended June 30, 2025 the Company also recognized higher interest and amortization expenses as compared to the period ended 2024.

Net Loss

The Company recognized an Operating Loss of $338,540 during the fiscal year ended September 30, 2025 whereas the Company recognized an Operating Loss of $417,221 for the same period ended 2024. The reduction in operating loss is primarily attributable to a reduction in all expense categories other than General and Administrative expenses and rent incurred during the period ended 2025 as compared to the period ended in 2025.

Net Loss is $1,274,502 for the fiscal year ended September 30, 2025 as opposed to a Net Loss of $668,255 for the same period ended 2024. The difference is primarily attributable to the recognition by the Company of a Derivative Loss of $675,528 recognized in the period ended in 2025.

Liquidity and Capital Resources

Operating Activities

Net cash used in operating activities for the twelve months ended September 30, 2025 was $383,591, compared to $751,536, for the same period ended 2024. The decrease in cash used in operating activities is primarily attributable to decreased operating expenses incurred by the Company during the fiscal year ended 2025 as compared to the same period ended 2024.

Financing Activities

Net cash generated by financing activities for the twelve months ended September 30, 2025 was $452,430 which consisted of proceeds from notes payables and sale of common stock.

Liquidity & Capital Resources Outlook

As of September 30, 2025, the Company had cash of $ 69,555 and a net working deficit of approximately $6.2 million.

The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and it has incurred and expects to continue incur significant research & development cost for products development.

The accompanying financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. As of September 30, 2025, the Company had cash of approximately $69,555 and an accumulated deficit of approximately $21 million. The Company has incurred recurring losses, experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities and/or governmental or private grants in order to continue to execute its development plans and continue operations. Without additional funding, there is substantial doubt about the Company's ability to continue as a going concern for the twelve months from the date of these financial statements.

Contractual Obligations

As of September 30, 2025 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.