Current Report Filing (8-k)
July 14 2014 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): July 8, 2014
ENTEST
BIOMEDICAL, INC.
(Exact Name
of Company as Specified in Charter)
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Nevada |
333-154989 |
26-3431263 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
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4700 Spring Street, Suite 304 |
La Mesa California, 91942 |
(Address of Principal Executive Offices, Zip Code) |
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619-702-1404 |
(Company’s telephone number, including area code) |
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation
On July 8, 2014 the Company amended
Article 4 of the Company’s Articles of Incorporation to be and read as follows:
4. Authorized
Shares:
The aggregate number of shares,
which the corporation shall have authority to issue, shall consist of 6,000,000,000 shares of Common Stock having a $.0001 par
value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 200,000 shares of Non Voting Convertible Preferred
Stock having a $1.00 par value .
Non Voting
Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a
conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding
written receipt by the corporation of the holder’s intent to convert.
“CLOSING PRICE" shall
mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg
Finance L.P.
“PRINCIPAL MARKET" shall
mean the principal trading exchange or market for the corporation’s common stock.
“TRADING DAY” shall
mean a day on which the Principal Market shall be open for business.
The Common and/or Preferred Stock
of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred
Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors- The Board of Directors
may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences
and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”
Item 9.01 Financial Statements
and Exhibits.
EXHIBIT INDEX
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Exhibit 3(i) |
Text of Amendment to Certificate of Incorporation |
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ENTEST BIOMEDICAL, INC.
By: /s/ David R. Koos
David R. Koos
Chief Executive Officer
Dated: July 14, 2014
EXHIBIT 3(i)
TEXT OF AMENDMENT TO CERTIFICATE
OF INCORPORATION
4. Authorized
Shares:
The aggregate number of shares,
which the corporation shall have authority to issue, shall consist of 6,000,000,000 shares of Common Stock having a $.0001 par
value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 200,000 shares of Non Voting Convertible Preferred
Stock having a $1.00 par value.
Non Voting
Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a
conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding
written receipt by the corporation of the holder’s intent to convert.
“CLOSING PRICE" shall
mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg
Finance L.P.
“PRINCIPAL MARKET" shall
mean the principal trading exchange or market for the corporation’s common stock.
“TRADING DAY” shall
mean a day on which the Principal Market shall be open for business.
The Common and/or Preferred Stock
of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred
Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors- The Board of Directors
may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences
and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”
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