RegenLab USA, Inc. filed Amendment No. 1 to its Form S-1 registration statement with the U.S. Securities and Exchange Commission on October 27, 2026, seeking to register 2,500,000 shares of common stock in a firm commitment underwritten initial public offering.

Key Highlights

  • Offering size: 2,500,000 shares of common stock at an anticipated price range of $6.00 to $8.00 per share, with an assumed midpoint price of $7.00 per share.
  • Forward stock split: A 3.2-for-1 forward stock split of issued and outstanding common stock is planned to occur immediately following the effective date but prior to closing of the offering.
  • Over-allotment option: A 30-day option granted to StoneX Financial Inc., the representative of the underwriters, to purchase up to 375,000 additional shares; if exercised in full, total underwriting discounts and commissions would be $1,408,750 and additional proceeds before expenses would be $2,625,000.
  • Underwriting discount: 7% per share standard rate, with a reduced rate of 5% per share on investors introduced by the company, plus a non-accountable expense allowance equal to 1.0% of gross proceeds.
  • Principal stockholder control: Antonino Turzi, Chairman and President, currently controls approximately 98.64% of voting power and is expected to control approximately 87.66% upon completion of the offering, making the company a "controlled company" under Nasdaq Marketplace Rules.
  • Nasdaq listing application: The company has applied to list its common stock on the Nasdaq Stock Market under the symbol "RGNA"; the offering will not be consummated if the application is not approved.
  • Company status: RegenLab USA is classified as a non-accelerated filer, smaller reporting company, and emerging growth company under applicable SEC definitions.

RegenLab USA's IPO Structure, Stockholder Control, and Pre-Offering Stock Split

According to the filing, RegenLab USA, Inc., a Delaware corporation headquartered at 95 Greene Street, Jersey City, New Jersey, is offering 2,500,000 shares of its common stock, par value $0.001 per share, in what the registration statement describes as a firm commitment underwritten initial public offering. The company disclosed that prior to this offering there has been no public market for its common stock. StoneX Financial Inc. is named as the sole book-running manager and representative of the underwriters.

The filing discloses that immediately following the effective date of the registration statement but prior to the closing of the offering, the company will effect a 3.2-for-1 forward stock split of its issued and outstanding shares of common stock, converting each existing share into 3.2 shares. The prospectus states that all share references throughout the document reflect this forward stock split unless otherwise indicated. The registration statement carries Registration Number 333-299144 and was filed as Amendment No. 1 to the original Form S-1.

Regarding governance, the filing reports that Antonino Turzi, the company's principal stockholder, Chairman, and President, controls approximately 98.64% of the voting power of the company's capital stock as of October 27, 2026, and is expected to control approximately 87.66% of the combined voting power upon completion of the offering. As a result, the filing states the company qualifies as a "controlled company" as defined under Nasdaq Marketplace Rules, though it disclosed it does not intend to rely on the controlled company exemptions provided under those rules. The filing also notes that investing in the common stock "involves a high degree of risk" and directs readers to the Risk Factors section beginning on page 26 of the prospectus.

What Was Disclosed

RegenLab USA filed Amendment No. 1 to its S-1 registration statement on October 27, 2026, disclosing a proposed IPO of 2,500,000 shares at an expected price range of $6.00 to $8.00 per share, a planned 3.2-for-1 forward stock split, a pending Nasdaq listing application under "RGNA," and concentrated voting control by Chairman Antonino Turzi.