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): March 23, 2015
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
Commission
File Number: 0-32201
| |
|
| Delaware |
33-0824714 |
(State
or Other Jurisdiction of
Incorporation) |
(IRS
Employer Identification
Number) |
4700
Spring Street, St 304
La
Mesa California, 91942
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code: (619)
702-1404
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))
The
disclosures made in this Current Report on Form 8-K relate to Regen Biopharma, Inc, a controlled subsidiary of Bio Matrix Scientific
Group, Inc.
Item
3.02, Unregistered Sales of Equity Securities.
On
March 23, 2015 Regen Biopharma, Inc. (“Regen”) issued 20,000 Series AA preferred shares (“Shares”) to
Bio Matrix Scientific Group, Inc.(“BMSN”) in consideration of $2,000 owed to BMSN by Regen.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
As
of March 2_, 2015, Regen has 30,000 shares of its Series AA Preferred Shares issued and outstanding.
Common
and Preferred Shares issued pursuant to conversions of outstanding convertible notes:
All
common and preferred shares issued pursuant to conversions of convertible notes ( “Conversion Shares”) are subject
to the following resale restrictions:
Rule
144, promulgated under the Securities Act of 1933, is a safe harbor provision which allows holders of restricted securities to
make public sales of stock when certain conditions are met. Restricted securities are securities acquired in unregistered, private
sales from the issuing company. Generally, with regard to an issuer subject to the reporting requirements of the Securities and
Exchange Act of 1934 ( such as Regen Biopharma, Inc.) a holding period of six months (as such holding period is calculated pursuant
to Rule 144) must elapse between the the date of the acquisition of the securities from the issuer and any resale of such securities
in reliance on Rule 144 (“Rule 144 period”)
Subsequent
to the applicable six month Rule 144 Period, Regen Biopharma, Inc. will, at the request of the holder of the Conversion Shares,
each month remove the sale restrictions on one sixth (1/6) of the applicable Conversion Shares with all restrictions being removed
by Regen Biopharma, Inc. by the expiration of the six months subsequent to the Rule 144 Period. Convertible Notes were sold by
the Company during the months of January, February and March of 2015 therefore the earliest any Conversion Shares may be resold
by would be July 2015.
On
March 26, 2015 Regen Biopharma, Inc. (“the Company”) issued 3,571,029 common shares ( “Shares”) to a convertible
noteholder in satisfaction of $100,000 of convertible indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.
As
of March 26, 2015 Regen Biopharma, Inc. has 109,310,811 common shares issued and outstanding.
On
March 26, 2015 Regen Biopharma, Inc. (“the Company”) issued 3,571,029 shares of Series A preferred stock ( “Shares”)
pursuant to the aforementioned convertible noteholder pursuant to the terms and conditions of the convertible note..
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.
Preferred
Shares issued to Consultants:
On
March 26, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,000,000 shares of Series A preferred stock ( “Shares”)
to Joseph G. Vaini pursuant to an agreement entered into by and between the Company and Vaini on March 11, 2015(“Agreement”)
whereby Vaini agreed to assist the Company with compliance with accounting principles generally accepted in the United States
of America (“GAAP”) and the rules of the United States Securities and Exchange Commission (“SEC”) with
regards to the preparation of the financial statements of the Company. The term of the agreement is four months from the date
of execution.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement
which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 3.02 by reference.
On
March 26, 2015 Regen Biopharma, Inc. (“the Company”) issued 2,000,000 shares of Series A preferred stock ( “Shares”)
to Value Quest, Inc. pursuant to an agreement entered into by and between the Company and Value Quest, Inc. on March 11, 2015(“Agreement”)
whereby Value Quest, Inc. agreed to assist the Company in identifying potential strategic partners within its field of business.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement
which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 3.02 by reference.
Preferred
Shares issued to Members of the Scientific Advisory Board of Regen Biopharma, Inc.
On
March_, 2015 Regen Biopharma, Inc. (“the Company”) issued 100,000 shares of Series A preferred stock ( “Shares”)
to Dr. Boris Minev as consideration to Minev for agreeing to serve on the Scientific Advisory Board of the Company.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.
On
March 26, 2015 Regen Biopharma, Inc. (“the Company”) issued 100,000 shares of Series A preferred stock ( “Shares”)
to Dr. Hinrich Gronemeyer as consideration to Gronemeyer for agreeing to serve on the Scientific Advisory Board of the Company.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.
As
of March 26, 2015 Regen Biopharma, Inc. has 57,134, 079 Series A Preferred shares issued and outstanding.
Item
3.03 Material Modification to Rights of Security Holders
On
March 23, 2015 Regen Biopharma, Inc. (“Regen”) issued 20,000 Series AA preferred shares (“Shares”) to
Bio Matrix Scientific Group, Inc.(“BMSN”) in consideration of $4,000 owed to BMSN by Regen.
The
Board of Directors of the Company have authorized 600,000 shares of the Series AA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The
issuance of shares of Series AA Preferred Stock, with disproportionately high voting rights generally, will adversely affect the voting
power of holders of common stock of the Company. To the extent that the Series AA Preferred Stock may have anti-takeover effects,
the Company believes that the ability of the Company to issue shares with such voting power will encourage persons seeking to
acquire the Company to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed
transaction in a manner that best serves the stockholders’ interests.
Item
9.01 Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| 10.1 |
|
Vaini Agreement |
| 10.2 |
|
Value Quest Agreement
|
| 10.3 |
|
Minev Letter
Agreement |
| 10.4 |
|
Gronemeyer Letter
Agreement |
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.
| |
Regen
Biopharma, Inc. |
| |
|
| Dated: March
26, 2015 |
By: /s/
David Koos |
| |
David Koos |
| |
Chief Executive
Officer |
Exhibit
10.1
Consulting
Agreement
Agreement
by and between Joseph G. Vaini (“Consultant”) , a natural person whose address is at 1034 Throgs Neck Expressway,
Bronx, NY 10465 and Regen BioPharma, Inc. (“Company”), a Nevada corporation whose address is 4700 Spring Street, St
304, La Mesa, California 91942 made as of March 11, 2015.
WHEREAS,
the Company desires to engage the Consultant to assist the Company with compliance with accounting principles generally accepted
in the United States of America (“GAAP”) and the rules of the United States Securities and Exchange Commission (“SEC”)
with regards to the preparation of the financial statements of the Company
WHEREAS,
Consultant desires to assist the Company with compliance with accounting principles generally accepted in the United States of
America (“GAAP”) and the rules of the United States Securities and Exchange Commission (“SEC”) with regards
to the preparation of the financial statements of the Company.
NOW,
THEREFORE, it is agreed as follows:
| 1. | Term.
The respective duties and obligations of the contracting parties shall be for a period
of four months commencing on the date of this Agreement. |
| 2. | Compensation.
Consultant shall receive on or prior to April 1, 2015 as full consideration for the services
to be rendered 2,000,000 shares of the Company’s Series A Preferred Stock. |
| 3. | Independent
Contractor Status. The Company and the Consultant hereby agree that the Consultant is
being retained by the Company in the capacity of an independent contractor and not as
an employee or agent of the Company. The Company and the Consultant further agree that
nothing in this Agreement shall create, or shall be construed as creating, any form of
partnership, joint venture, or other affiliation that would operate to permit the Consultant
to bind the Company with respect to any matter or would cause the Company to be liable
for any action of the Finder, and the Consultant hereby agrees that it will not represent
to any third party that its engagement by the Company is in any capacity other than as
an independent contractor. |
| 4. | Consultant
acknowledges that any securities issued pursuant to this Agreement shall not be registered
pursuant to the Securities Act of 1933 shall constitute “restricted securities”
as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and
shall contain the following restrictive legend: |
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 5. | Entire
Agreement. This Agreement contains the entire understanding between the parties hereto
concerning the subject matter contained herein. There are no representations, agreements,
arrangements, or understandings, oral or written, between or among the parties hereto
relating to the subject matter of this Agreement that are not fully expressed herein. |
| 6. | Governing
Law; Venue. This Agreement has been executed in and shall be governed by the laws of
the state of California, without giving effect to the conflict of laws rules thereof
or of any state. Venue for any action brought hereunder shall be proper only in San Diego
county, California. |
IN
WITNESS WHEREOF, the parties to this Agreement have set their respective hands hereto as of the date first written above.
| Consultant |
Company |
| /s/ Joseph G. Vaini |
/s/ David R. Koos |
| Joseph G. Vaini |
David R. Koos |
| |
Chairman and Chief Executive Officer |
| |
|
Exhibit
10.2
Consulting
Agreement
Agreement
by and between Value Quest, Inc. (“Consultant”) , a Maryland corporation whose address is at 1 East Chase Street,
Suite 1103, Baltimore Maryland 21202 and Regen BioPharma, Inc. (“Company”), a Nevada corporation whose address is
4700 Spring Street, St 304, La Mesa, California 91942 made as of March 11, 2015.
WHEREAS,
the Company desires to engage the Consultant to assist the Company with identification of potential strategic partners within
its field of business.
WHEREAS,
Consultant desires to assist the Company in identifying potential strategic partners within its field of business.
NOW,
THEREFORE, it is agreed as follows:
| 1. | Term.
The respective duties and obligations of the contracting parties shall be for a period
of four months commencing on the date of this Agreement. |
| 2. | Compensation.
Consultant shall receive on or prior to April 1, 2015 as full consideration for the services
to be rendered 2,000,000 shares of the Company’s Series A Preferred Stock. |
| 3. | Independent
Contractor Status. The Company and the Consultant hereby agree that the Consultant is
being retained by the Company in the capacity of an independent contractor and not as
an employee or agent of the Company. The Company and the Consultant further agree that
nothing in this Agreement shall create, or shall be construed as creating, any form of
partnership, joint venture, or other affiliation that would operate to permit the Consultant
to bind the Company with respect to any matter or would cause the Company to be liable
for any action of the Finder, and the Consultant hereby agrees that it will not represent
to any third party that its engagement by the Company is in any capacity other than as
an independent contractor. |
| 4. | Consultant
acknowledges that any securities issued pursuant to this Agreement shall not be registered
pursuant to the Securities Act of 1933 shall constitute “restricted securities”
as that term is defined in Rule 144 promulgated under the Securities Act of 1933, and
shall contain the following restrictive legend: |
“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.”
| 5. | Entire
Agreement. This Agreement contains the entire understanding between the parties hereto
concerning the subject matter contained herein. There are no representations, agreements,
arrangements, or understandings, oral or written, between or among the parties hereto
relating to the subject matter of this Agreement that are not fully expressed herein. |
| 6. | Governing
Law; Venue. This Agreement has been executed in and shall be governed by the laws of
the state of California, without giving effect to the conflict of laws rules thereof
or of any state. Venue for any action brought hereunder shall be proper only in San Diego
county, California. |
IN
WITNESS WHEREOF, the parties to this Agreement have set their respective hands hereto as of the date first written above.
| Consultant |
Company |
| /s/ James Hibbert |
/s/ David R. Koos |
| James Hibbert |
David R. Koos |
| President |
Chairman and Chief Executive Officer |
| Value Quest, Inc. |
|
Exhibit
10.3
March
17, 2015
Dear Dr.
Mivev
This
letter is a follow up to our previous discussion about the Scientific Advisory Board for Regen BioPharma, Inc. The
function of the Scientific Advisory Board is to review research directions that Regen BioPharma, Inc. may undertake, determining
those projects which may lead to future developments/advancements in the field of stem cell therapy. Other areas may be pursued
as well, with advice from this advisory board.
You
will receive 100,000 shares of Regen Biopharma, Series A Preferred Stock.Regen’s common stock currently trades on the OTC
Bulletin Board. The Company anticipates obtaining a stock symbol for the Series A preferred in the near future. The 100,000 shares
of Biopharma, Series A Preferred shares are consideration for participating in telephonic calls/conference calls and serving on
Regen BioPharma, Inc.’s Scientific Advisory Board. Under this SAB agreement ,the frequency and timing of such calls will
be approximately one call every month
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date for a maximum of 2 additional years. The compensation
on renewal will be another payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed
by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank You
for your consideration.
David R.
Koos
Chairman
and CEO
P.S.:
Please sign this letter in your acceptance and fax back to me at 619-330-2328. Any usage of your name in any press releases will
be submitted to you for review and comment before being released to the public.
| |
|
| /s/ Dr. Boris Minev |
|
| Dr. Boris Minev |
|
| Date: 3/17/2015 |
|
| |
|
Exhibit
10.4
March
17, 2015
Dear Dr.
Gronemeyer
This
letter is a follow up to our previous discussion about the Scientific Advisory Board for Regen BioPharma, Inc. The
function of the Scientific Advisory Board is to review research directions that Regen BioPharma, Inc. may undertake, determining
those projects which may lead to future developments/advancements in the field of stem cell therapy. Other areas may be pursued
as well, with advice from this advisory board.
You
will receive 100,000 shares of Regen Biopharma, Series A Preferred Stock.Regen’s common stock currently trades on the OTC
Bulletin Board. The Company anticipates obtaining a stock symbol for the Series A preferred in the near future. The 100,000 shares
of Biopharma, Series A Preferred shares are consideration for participating in telephonic calls/conference calls and serving on
Regen BioPharma, Inc.’s Scientific Advisory Board. Under this SAB agreement ,the frequency and timing of such calls will
be approximately one call every month
Additionally,
this agreement may be renewed by mutual consent each year on its anniversary date for a maximum of 2 additional years. The compensation
on renewal will be another payment of 100,000 Series A preferred stock in Regen on each anniversary that this contract is renewed
by the Company.
It
is anticipated that members of the Scientific Advisory Board will potentially serve as primary research consultants to the Company
as such projects are undertaken. Compensation for such projects will be negotiated separately on a case-by-case basis between
the Company and the consultant.
Thank You
for your consideration.
David R.
Koos
Chairman
and CEO
P.S.:
Please sign this letter in your acceptance and fax back to me at 619-330-2328. Any usage of your name in any press releases will
be submitted to you for review and comment before being released to the public.
| |
|
| /s/ Dr. Hinreich Gronemeyer |
|
| Dr. Hinreich Gronemeyer |
|
| Date: 3/19/2015 |
|
| |
|