UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(IRS Employer |
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incorporation or organization) |
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Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act).
Yes [ ]
Securities registered pursuant to Section 12(b) of the Act: None
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding at November 17, 2025 |
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Common stock, $0.001 par value |
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“Explanatory Note Regarding Forward-Looking Statements:”
This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
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our ability to add new customers; |
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the potential benefits of and our ability to maintain our relationships, and establish or maintain future collaborations or strategic relationships or obtain additional funding; |
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our marketing capabilities and strategy; |
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our ability to maintain a cost-effective program; |
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our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; |
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our competitive position, and developments and projections relating to our competitors and our industry; |
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our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; and |
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the impact of laws and regulations. |
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
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REGENEREX PHARMA, INC.
INDEX TO FORM 10-Q FILING
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Management Discussion & Analysis of Financial Condition and Results of Operations |
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PART II - OTHER INFORMATION |
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CERTIFICATIONS |
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31.1 |
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
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31.2 |
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
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32.1 |
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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32.2 |
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act |
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4 |
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REGENEREX PHARMA, INC.
BALANCE SHEETS
(UNAUDITED)
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September 30, 2025 |
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March 31, 2025 |
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ASSETS |
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Current Assets |
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Cash and equivalents |
$ |
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$ |
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Prepaid expenses |
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Total Current Assets |
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Capitalized Software Development |
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Furniture and computer equipment, net of accumulated depreciation of $
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Right of use assets |
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Total Assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable |
$ |
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$ |
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Related party advances |
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Accrued compensation |
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Other accrued liabilities |
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Current portion of notes payable to shareholder |
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Current portion of notes payable to related parties |
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Current portion of notes payable |
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Current portion of lease liabilities |
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Total Current Liabilities |
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Lease liabilities, net of current portion |
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Total Liabilities |
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Commitments and Contingencies (Note 7) |
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Stockholders’ Deficit |
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Common stock: $
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Additional paid-in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited financial statements.
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5 |
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REGENEREX PHARMA, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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September 30, |
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September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Operating Expenses |
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General and administrative |
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$ |
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$ |
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$ |
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Research and development |
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Total Operating Expenses |
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Operating Loss |
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Other Income (Expense) |
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Interest expense |
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Foreign currency gain (loss) |
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Other expense |
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Taxes |
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Total Other Income (Expense) |
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Net Loss |
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$ |
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$ |
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$ |
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Basic and Diluted Loss per Common Share |
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$ |
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$ |
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$ |
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Weighted Average Number of Common Shares Outstanding |
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The accompanying notes are an integral part of these unaudited financial statements.
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6 |
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REGENEREX PHARMA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the Six Months Ended |
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September 30, |
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2025 |
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2024 |
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Cash Flows from Operating Activities: |
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Net loss |
$ |
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$ |
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Adjustments to reconcile net loss to cash flows used in operating activities: |
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Depreciation and amortization |
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Foreign currency adjustment |
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Stock-based compensation |
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Non-cash extension fee to Greenwich Resources |
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Amortization of ROU assets, net of liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable |
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Accrued compensation |
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Other accrued liabilities |
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Net cash used in operating activities |
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Cash Flows from Investing Activities: |
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Capitalized Software Development |
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Purchase of furniture and computer equipment |
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Net cash used in investing activities |
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Cash Flows from Financing Activities: |
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Repayment of notes payable to related parties |
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Proceeds from notes payable to related parties |
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Proceeds from sale of common stock and warrants |
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Net cash provided by financing activities |
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Increase (decrease) in cash and equivalents |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ |
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$ |
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Supplemental Cash Flow Information – Cash Paid For: |
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Income taxes |
$ |
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$ |
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Interest |
$ |
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$ |
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Non-Cash Investing and Financing Activities: |
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Accrued interest converted into note payable to shareholder |
$ |
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$ |
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Accrued interest converted into note payable to related parties |
$ |
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$ |
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Accrued interest converted into note payable |
$ |
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$ |
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Note payable for interest expense |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited financial statements.
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7 |
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REGENEREX PHARMA, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR
THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(UNAUDITED)
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Common Stock |
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Shares |
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Amount |
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Additional Paid-in Capital |
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Accumulated Deficit |
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Stockholders’ Deficit |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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Shares and warrants sold for cash |
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Stock-based compensation |
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Net loss |
— |
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(
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(
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
(
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$ |
(
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Shares and warrants sold for cash |
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Stock-based compensation |
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Net Loss |
— |
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(
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(
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Balance at September 30, 2024 |
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$ |
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$ |
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(
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$ |
(
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Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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Shares and warrants sold for cash |
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Stock-based compensation |
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Net loss |
— |
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(
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(
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Balance at June 30, 2025 |
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$ |
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$ |
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$ |
(
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$ |
(
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Shares and warrants sold for cash |
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Stock-based compensation |
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Net Loss |
— |
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(
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(
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
(
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$ |
(
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The accompanying notes are an integral part of these unaudited financial statements.
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8 |
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REGENEREX PHARMA, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – NATURE OF OPERATIONS
Regenerex Pharma, Inc., (the “Company” or “Regenerex”), was
incorporated in the State of Nevada, United States of America, on
On November 15, 2021,
the Company entered into an Asset Purchase Agreement in which the Company
purchased certain intellectual property in exchange for
The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter the wound treatment market in the U.S.
On September 22, 2025, the Board of Directors approved changing the company's fiscal year-end from March 31st to December 31st.
Risks and Uncertainties
Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding the impacts of other future pandemics on our business, results of operations, financial position, and cash flows.
The Company has a lack of revenue history and has had a limited history of operations. No revenue has historically been derived from the assets purchased. Regenerex can give no assurance of success or profitability to the Company’s investors.
The wound care healing space is well suited for Home Care service providers that are funded by the US Government. Strategic planning and development will be performed internally by the Company.
NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the six months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the nine months ending December 31, 2025. Notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended March 31, 2025 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2025 included within the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission.
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9 |
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NOTE 3 – GOING CONCERN
These financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”), which contemplate the
continuation of the Company as a going concern. The Company has incurred losses
from operations and had an accumulated deficit of $
The Company requires significant cash to launch its business and reduce its payable. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability.
However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future or meet financing requirements, management expects that the Company will need to curtail operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company become unable to continue as a going concern.
NOTE 4 –SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Company will record revenue under Accounting Standards Codification (“ASC”) 606 by 1) identifying the contract with the customer 2) identifying the performance obligations in the contract 3) determining the transaction price, 4) allocating the transaction price to the required performance obligations in the contract, and 5) recognizing revenue when or as the companies satisfies a performance obligation.
We expect to generate revenue from home care service providers that are funded by the U.S. Government, State Medicaid Programs, International Health Care Programs, Veteran’s administration, Prison system, Home Health Care Providers, and other applicable Medicare reimbursement models. The Company will defer revenue where the earnings process is not yet complete. To date, no revenue has been generated from the asset acquisition disclosed in Note 1.
Earnings per Share
Earnings per share is reported in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 “ Earnings per Share ” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings, for all entities with complex capital structures. Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive. Fully diluted EPS is not provided when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
During the six months ended September 30, 2025, the Company excluded the outstanding stock warrants and options from its calculation of earnings per share, as the warrants and options would be anti-dilutive. Conversion of outstanding warrants and options may result in approximately eleven
million additional shares of common stock outstanding. As of September 30, 2025 and 2024, the Company had common share warrants and options outstanding
of
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10 |
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Website
Expenditures related to the planning and
operation of the Company’s website are expensed as incurred. Expenditures related
to the website application and
infrastructure development are capitalized and amortized over the website’s
estimated useful life of three (
Furniture and Computer Equipment
Furniture and computer equipment are stated
at cost, less accumulated depreciation.
Depreciation is computed using the straight-line method over the
estimated useful life of three (
Wound Care Healing Technology Platform
The Company capitalizes costs associated with software developed or obtained for internal use in accordance with Accounting Standards Codification ("ASC") 350-40, Intangibles—Goodwill and Other—Internal-Use Software . Costs incurred during the preliminary project stage are expensed as incurred. Once the preliminary project stage is complete and management authorizes and commits to funding the project, direct external costs and payroll costs for employees directly associated with the software development are capitalized during the application development stage. Costs incurred for training and maintenance are expensed as incurred. Once the software is substantially complete and ready for its intended use, capitalization ceases and the Company begins amortizing the capitalized costs on a straight-line basis over the estimated useful life of the software, which is estimated at five years. The Company evaluates the recoverability of capitalized software costs whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Right of Use Assets and Lease Liabilities
The Company has active operating lease arrangements for office space, production equipment, and production facilities. The Company is required to make fixed minimum rent payments relating to its right to use the underlying leased asset. In accordance with the adoption of ASC 842, the Company recorded right-of-use assets and related lease liabilities for these leases as of June 2024.
The Company’s
lease agreements do not provide an implicit borrowing rate. Therefore, the
Company used a benchmark approach to derive an incremental borrowing rate of
Stock-Based Payments
The Company recognizes the cost of share-based payment awards on a straight-line attribution basis over the requisite employee service period and over the non-employee’s period of providing goods or services, net of estimated forfeitures.
Determining the fair value of share-based awards at the measurement date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company estimates the fair value of options granted using the Black-Scholes valuation model. The expected life of the options used in this calculation is the period of time the options are expected to be outstanding. Expected stock price volatility is based on the historical volatility of comparable public companies’ common stock for a period approximating the expected life, and the risk-free interest rate is based on the implied yield available on US Treasury zero-coupon issues approximating the expected life. Judgment is also required in estimating the number of share-based awards that will be forfeited prior to vesting.
The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant.
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11 |
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Research and Development
We incur research and development costs during the process of researching and developing additional technologies purchased and future manufacturing processes. Our research and development costs consist primarily of the purchase of additional intellectual property that we will use in the development of our planned product. We expense these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use.
Recent Accounting Pronouncements
The Financial Accounting Standards Board issued Accounting Standards Updates ("ASU") to amend the authoritative literature in the Accounting Standards Codification ("ASC"). There have been a number of ASUs to date that amend the original text of the ASC. The Company believes those updates issued-to-date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company, or (iv) are not expected to have a significant impact on the Company, except for ASU 2024-03 and ASU 2025-06, which are both relevant to the Company and are discussed below.
ASU 2024-03 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires public business entities to provide enhanced disclosures about specific expense categories in both interim and annual financial statements. The new standard requires entities to disclose in tabular format certain categories of expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specified expense categories, along with a qualitative description of amounts remaining in relevant expense captions. The objective of this ASU is to provide investors with more detailed information to better assess an entity's performance and future cash flow prospects.
As clarified by ASU 2025-01 issued in January 2025, ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statement disclosures.
ASU 2025-06 - Intangibles—Goodwill and Other—Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the accounting guidance for costs associated with developing or obtaining internal-use software. The ASU eliminates the previous stage-based model (preliminary project stage, application development stage, and post-implementation stage) and replaces it with a principles-based approach that better aligns with modern software development practices, including agile and iterative methodologies. Under the new guidance, entities may begin capitalizing internal-use software development costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The ASU also supersedes the separate guidance on website development costs and incorporates it into the internal-use software framework.
ASU 2025-06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as the beginning of an annual reporting period. The Company is evaluating the impact of this standard and is considering early adoption of ASU 2025-06 effective January 1, 2026, the beginning of its next fiscal year.
NOTE 5 – RELATED PARTY TRANSACTIONS
The Company purchased assets from the Company’s current Chief Executive Officer (“CEO”) and Secretary/Treasurer (see note 6).
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On June 10, 2023, the Company, has entered into an agreement with Woundcare Labs, LLC., a party related to the CEO of the Company, to lease a plant and to lease equipment in Tennessee. (see note 8).
On September 23, 2025, the Company entered into a
five-year agreement with Optimize Health Partners, LLC, a related party to the Company's
CFO, for the development and provision of information technology systems. Under
this agreement, the Company will issue
Related Party Advances
The
Company’s former Chief Executive Officer (“CEO”) had advanced the Company monies
for operating expenses; no amounts were advanced during the periods
presented. The related party advances total $
Notes Payable to Related Parties
During the six-month
periods ended September 30, 2025 and 2024, the Company’s CEO advanced the
Company monies for operating expenses in the amount of $
The related party notes
payable totaled $
Note Payable to Shareholder
As at September 30, 2025 and March 31, 2025, the Company had various
promissory notes with total outstanding principal balances of $
Aggregate interest expense
was $
Note Payable
As at September 30, 2025 and March 31, 2025, the Company had a promissory note with the wife o
f former related party, deceased CFO, with total outstanding principal
balances of $
.
NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY
On November 15, 2021, the Company entered into an Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 of Company common stock. In addition, up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months. This rate was amended by the Board of Directors in January 2025 to 25% from all investment money raised.
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13 |
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On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) note payable. The intellectual property that was purchased requires further development prior to the product being finalized and produced so it has been expensed as research and development. The note payable was due within twelve (12) months of the date of the agreement and is included in current liabilities. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months of the agreement date, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payment for a further period of twelve (12) months for a 10% payment of the outstanding balance. The extension was taken, and the new note was due August 16, 2025. Since then, the note has been extended to December 31, 2025, with no further interest due.
The Technology Platforms include but are not limited to:
A. Proteomic research platforms which include proprietary blends.
B. Combination design Techniques
C. Patent Pending Proprietary Blends
D. Patent Pending Formulas
E. Trademarks and all pending Trademarks
F. 510K USA FDA, information, and Know-how for application
G. All Clinical trials, (Right to use)
H. CE mark (International)
I. Regenerex Library formula incorporated in the Wound Healing Technology.
J. Wound Healing Technology QBX
K. Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.
Products:
1. Xcellderma over the counter product.
2. Accelerex, combination product as a drug device.
3. Accelerex in a tube.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company is not currently involved with and does not have knowledge of any pending or threatened litigation against the Company or any of its officers.
See
Note 6 for discussion of the $
NOTE 8 – OPERATING LEASES
On April 1, 2023, the
Company entered into an office lease agreement commencing in May 2023 which
expires on April 30, 2028. Under this agreement, the monthly rental payments
are $
A new office lease was
entered into on September 28, 2024 and commencing on November 1, 2024. The lease is for five years and ends on
October 31, 2029. The rental payments
are $
On June 10, 2023, the
Company entered into a plant facility lease agreement with a related party
commencing June 9, 2023 which expires on September 30, 2028. Under this
agreement, the monthly rental payments are $
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13 |
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During the six-month
periods ended September 30, 2025 and 2024 the operating lease cost was $
NOTE 9 – STOCKHOLDERS’ DEFICIT
The Company has authorized
the issuance
During each of the six
months ended September 30, 2025 and 2024, the Company issued
During the six months ended September
30, 2025 and 2024, the Company issued
On May 22, 2025, the Company adopted the 2025 Equity Plan. A total
of
The warrant and option award
fair values were estimated using a Black Scholes model with a
The risk-free interest rate assumptions for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the equity awards.
The volatility is based on peer companies. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future equipment award grants, until such time that the Company’s Common Stock has enough market history to use historical volatility. Forfeitures are recognized as incurred.
The closing stock price of the Company’s common stock is not available as the Company’s stock is not trading. As a result, the Board of Directors and management determined the fair value of the common stock to be $0.50 per share based upon an allocation of the recent cash price paid for common stock and warrants.
As of September 30, 2025 and 2024, the Company had common share warrants
and options outstanding of
During the period, the Company issued and sold
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NOTE 10 – SUBSEQUENT EVENTS
The Regenerex Pharma Board of Directors approved two significant resolutions at their October 30, 2025 meeting.
First, the
Company
granted a total of
On October 24, 2025,
Regenerex received an investment of $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report, “Company,” “our company,” “us,” and “our” refer to Regenerex Pharma, Inc. unless the context requires otherwise.
Forward-Looking Statements
The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
Operations and New Developments
On November 15, 2021, the Company entered into an Related Party Asset Purchase Agreement in which the Company purchased certain intellectual property in exchange for 150,000,000 shares of the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 25% of all gross revenues received from sales or investment money into the Company, payable on the 15 th of the following month, for a period of 60 months.
On August 17, 2023, the Company entered into an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange for a two million four hundred thousand dollars ($2,400,000) interest-free due August 17, 2024. The note payable is due within twelve (12) months of the date of the agreement. If the Company has not raised a minimum of ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum of ten million dollars ($10,000,000) in investment, the seller will extend the payments for a further period of twelve (12) months for a 10% payment of the outstanding balance. The note has been extended until December 31, 2025.
The Company received all rights and title to proprietary wound healing technologies platforms and formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical wounds. These unique products strategically position the Company to enter and capture a high proportionate market share in the U.S.
Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Regenerex would provide our wound care products and protocols which would result in a large savings for the state Medicaid population. The Company is also in the process of negotiating with several distributors in various Middle Eastern countries to provide the Company's products.
On September 22, 2025, the Board of Directors approved changing the company's fiscal year-end from March 31st to December 31st.
Business of Issuer
Regenerex Pharma, Inc. (the "Company" or "Regenerex Pharma") specializes in the development and commercialization of advanced wound care healing products. The Company operates through three distinct proprietary technologies designed to address different wound care needs:
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1. |
Chronic Wound Closure Technology - Specifically designed for closing chronic wounds |
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2. |
Acute Wound Acceleration Technology - Focused on accelerating closure of acute or surgical wounds |
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3. |
Contamination Control Technology - Addresses contamination issues across all wound types, including biofilm destruction |
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16 |
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The Company's comprehensive Wound Closure System and protocols effectively treat a broad spectrum of wounds, including diabetic ulcers, pressure ulcers, venous ulcers, burns, and surgical wounds. These innovative products position Regenerex to capture significant market share in both domestic and international markets.
Core Technology: QBx™
The Company's proprietary active ingredient, QBx™, addresses a critical issue in wound healing by down-regulating the production of specific proteases and matrix metalloproteases (MMPs). Medical and scientific consensus has established that elevated protease levels significantly impede wound healing, with approximately 80% of chronic wounds displaying elevated protease levels, including MMPs.
Current Products
|
1. |
Xcellderma™ OTC - Liquid Bandage Skin Protectant |
|
a. |
Sterile wound dressing effective for treating wounds, skin irritations, cuts, and abrasions |
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b. |
Available as an over-the-counter solution |
|
2. |
Accelerex™ Sterile Wound Cream |
|
a. |
First commercially available medical device containing QBx™ |
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b. |
Designed for treating chronic and acute wounds including: |
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• |
Diabetic ulcers |
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• |
Burns |
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• |
Pressure ulcers (stages I-IV) |
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• |
Venous stasis ulcers |
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3. |
Custom-formulated sterile wound ointment utilizing technology originally derived from oak bark extract |
QBx™ represents the most efficacious, clinically proven chronic wound care technology globally. The Company's Wound Closure System has demonstrated remarkable success in clinical trials, achieving closure rates of up to 95% of non-responding chronic wounds within 90 days. Notably, these tested wounds had previously failed to respond to conventional treatment protocols.
Chronic wounds represent a significant healthcare challenge characterized by:
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• |
Failure to progress through normal healing sequences |
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• |
Delayed healing lasting weeks, months, or years |
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• |
Resistance to conventional dressings and therapies |
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• |
Substantial financial and quality-of-life burden on patients |
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• |
Frustration for caregivers and clinicians |
Chronic wounds impose substantial costs on the U.S. healthcare system:
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• |
Nearly seven million Americans currently live with chronic wounds |
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• |
One in four families has a member with a chronic wound |
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• |
3% of individuals over 65 have open wounds |
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• |
Growing prevalence due to aging population and increasing rates of diabetes and obesity |
The Company has purchased proprietary wound care formulations, and has entered into an agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and equipment in Tennessee. We expect to launch our sales initiative during the Company’s fourth quarter of our fiscal year ending December 31, 2025.
Currently management is engaged in developing managed care agreements with southeastern states to manage their Medicaid wound care patients. Also, in discussions with Puerto Rico related to federally funded programs. Regenerex would provide our wound care products and protocols which would result in large savings for the state Medicaid and federal population. These contracts represent potential annual revenue streams exceeding $100 million. Simultaneously, we are actively engaging with major private insurance networks to secure preferred provider status, which would expand our patient access tremendously.
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Perhaps most exciting is our development of a proprietary AI-driven information system that promises to revolutionize our approach to wound management, patient adherence tracking, and personalized medication protocols. This system, developed in partnership with Optimize Health Partners, will integrate real-time patient data, using artificial intelligence, to while improve clinical outcomes and reduce healthcare costs. The competitive advantage this creates cannot be overstated, as it positions Regenerex Pharma as not just a manufacturer but a comprehensive healthcare solutions provider with data-driven insights that our competitors simply cannot match.
Financial Results and Trends
Results of Operations for the Six Months Ended September 30, 2025 and 2024
At present, the Company has $0 revenue during the six months ended September 30, 2025 and 2024. Net loss increased to $1,477,596 for the six months ended September 30, 2025 from the loss of $802,132 for the six months ended September 30, 2024 due to an increase in research and development, payroll expense, lease costs, information technology spend and accounting fees.
Liquidity and Capital Resources
The Company requires significant cash to launch its business and reduce its payables. Management’s plans are to actively seek capital to enable the Company to add new products and/or services to ultimately achieve profitability. However, management cannot provide assurance that they can raise sufficient capital and whether the Company will ultimately achieve profitability, become cash flow positive, or raise additional debt and/or equity capital. The Company’s primary sources of liquidity and capital resources have been notes payable and raising equity capital, which are not sufficient prospectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to raise additional capital in the near future or meet financing requirements, the Company may need to curtail or alter its plan of operations, seek additional capital on less favorable terms, and/or pursue other remedial measures.
Cash Flow
The following table summarizes, for the periods indicated, selected items in our condensed Statements of Cash Flows:
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Six Months Ended |
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September 30, |
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2025 |
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2024 |
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Net cash (used in) provided by: |
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Operating activities |
$ |
(997,298 |
) |
|
$ |
(181,938 |
) |
|
Investing activities |
$ |
(38,918 |
) |
|
$ |
— |
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Financing activities |
$ |
394,850 |
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$ |
181,860 |
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Operating Activities
Cash used in continuing operating activities was $ 997,298 and $181,938 for the six months ended September 30, 2025 and 2024, respectively. The increase in cash used in operating activities was primarily due to an increase in employee compensation (employees added) and research and development .
Investing Activities
Cash used in investing activities was $38,918 and $0 for the six months ended September 30, 2025 and 2024. This was for information technology systems development.
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18 |
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Financing Activities
Cash provided by financing activities was $394,850 and $181,860 for the six months ended September 30, 2025 and 2024, respectively. The increase in cash provided by financing activities was primarily due to the sale of stock.
Off-Balance Sheet Arrangements
None.
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19 |
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WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Quarterly Report on Form 10-Q in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Registration Statement on Form 10-12G, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We had no material changes in market risk from those described in “Item 2—Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
This report includes the certification of our Chief Executive Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations revered to in those certifications.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting. This assessment was based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company maintained effective internal control over financial reporting as of September 30, 2025, as such term is defined in Exchange Act Rule 13a-15(f).
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives.
As required by SEC Rule 13a-15(b), our Chief Executive Officer and Chief Financial Officer need to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025.
Management’s Report on Internal Control over Financial Reporting
Our Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. Internal control over financial reporting (as defined in Rules 13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (c) provide reasonable assurance that receipts and expenditures are being made only in accordance with appropriate authorization of management and the Board of Directors, and (d) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.
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20 |
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In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls and procedures over financial reporting were not effective and that material weaknesses existed in the following area as of September 30, 2025.
We do not employ full-time, in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding complex and non-routine transactions. Management recognized that during the preparation of our Financial Statements, the Company recorded material post close adjustments. This situation led to delays in the process and evidenced the need to improve the existent control environment including the experience and knowledge of the team. Management will continue to seek guidance from third-party experts and consultants to gain a thorough understanding of these transactions.
Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary.
Inherent Limitations on Internal Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Limitations inherent in any control system include the following:
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● |
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes; |
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● |
Controls can be circumvented by individuals, acting alone or in collusion with others, or by management override; |
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● |
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; |
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● |
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures; and |
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● |
The design of a control system must reflect the fact that resources are constrained, and the benefits of controls must be considered relative to their costs. |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
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21 |
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of September 30, 2025, the Company is not involved in any material litigation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES
During the six months ended September 30, 2025, the Company issued five hundred thousand (500,000) shares of common stock with a par value of $0.001 for the price of one ($1) dollar per share for a total of five-hundred thousand ($500,000) dollars. One warrant was issued for each share purchased, for a total of five hundred thousand (500,000) warrants. The warrants are exercisable at $1.00 and expire twenty-four (24) months after the date of the purchase agreement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
There is
ITEM 6. EXHIBITS
Exhibits
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22 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Registrant |
Regenerex Pharma, Inc. |
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Date: November 17, 2025 |
By: |
/s/ Gregory Pilant |
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Gregory Pilant |
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Chief Executive Officer |
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