Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Effective September 4, 2024 Regen Biopharma, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Coventry Enterprises, LLC ("Coventry"), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the "Note") from the Company in the principal amount of $250,000 of which $25,000 was retained by Coventry through an Original Issue Discount.

The Note carries "Guaranteed Interest" on the principal amount at the rate of 10% per annum for the ten month term of the Note for an aggregate Guaranteed Interest $25,000. The Principal Amount and the Guaranteed Interest shall be due and payable in ten equal monthly payments $27,500 commencing on November 4, 2024, and continuing on the fourth day of each month thereafter (each, a "Monthly Payment Date") until paid in full not later than September 4, 2025.

Upon an Event of Default (as such term is defined in the Note) the Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder at price per share equivalent to 90% of the lowest per-share trading price for the 20 Trading Days preceding a Conversion Date.

$152,000 of the proceeds received has been utilized to repay an aggregate of $152,000 of outstanding principal indedebteness and interest due to Coventry by the Company resulting from a $175,000 Note issued to Coventry on September 12, 2023.

In Connection with the Purchase Agreement the Company issued to Coventry 500,000 common shares ("Commitment Shares"). If The Company has satisfied all the terms of the Note without default the Coventry shall, within 10 calendar days thereafter, return to the Company's treasury for cancellation 350,000 of the Commitment Shares.

The foregoing description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference to the text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated in this Item 1.01 by reference.