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): August 1, 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))
Item
1.01 Entry into a Material Definitive Agreement
On
August 1, 2015 that agreement for a license grant of intellectual property to Regen Biopharma,Inc. (“Regen”) by Benitec
Australia Limited (“Benitec”) dated August 5, 2013 (“Agreement”) was amended as follows:
Any
License Fees or Milestone Payments ( as those terms are defined in the Agreement”) to be paid subsequent to April 6, 2015
may be paid in the common stock of Regen .
Regen
is a controlled subsidiary of Bio Matrix Scientific Group, Inc.
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 1.01 by reference.
The
foregoing description of the amendment to the Agreement is not complete and is qualified in its entirety by reference to the text
of the amendment to the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this
Item 1.01 by reference.
Item
9.01 Exhibits.
Exhibit
No. |
|
Description
of Exhibit |
10.1 |
|
Exclusive License Agreement between
Regen and Benitec Australia Limited* |
10.2 |
|
Amendment to Exclusive License Agreement
between Regen and Benitec Australia Limited |
| * | Incorporated
by reference to Exhibit 10.1 of that Form 8-K filed by Bio Matrix Scientific Group, Inc
. on August 6, 2013 |
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.
|
BIO MATRIX SCIENTIFIC
GROUP, INC. |
|
|
Dated:August 25, 2015 |
By: /s/
David Koos |
|
David Koos |
|
Chief Executive Officer |
Exhibit
10.2
AMENDMENT
TO LICENSE AGREEMENT DATED APRIL 6, 2015
WHEREAS:
Benitec
Australia Limited, an Australian corporation (ACN 080 299 645) having its registered office at 1-15 Barr Street, Balmain, NSW,
Australia 2041, (“Benitec Australia”) and Regen BioPharma, Inc., a United States company having its registered office
at 4700 Spring Street, Suite 304, La Mesa, CA 91942 USA, (“Regen BioPharma”)entered into a license agreement ( the
“Agreement”) on August 5, 2013. Benitec Australia and Regen BioPharma may be referred to in this Agreement each as
a “Party” or collectively as the “Parties.”
WHEREAS:
Section
11.10 of the Agreement states that the Agreement may not be altered, amended or modified in any way except by a writing signed
by both Parties.
WHEREAS:
It
is the mutual desire of the parties to amend sections of the Agreement
THEREFORE,
IT IS AGREED AS FOLLOWS:
Section
3.3. of the Agreement is amended to be and read as follows:
“With
regards to payments made on or prior to April 6, 2015:
The
payments identified in Sections 3.1 and 3.2 as payable in cash or common stock may be paid in cash or fully paid common stock
(restricted for up to six (6) months) in Regen’s parent company Bio-Matrix Scientific Group (OTCQB: BMSN - “BMSN”
)– such common stock would be issued at BMSN’s discretion and, in the event that BMSN doesn’t have enough authorized
shares available to issue, BMSN may increase the authorized shares so as to allow payment to Benitec Australia. If common stock
in BMSN has not been calculated (in accordance with the following) and issued to Benitec Australia within six (6) months of the
Effective Date, then Regen BioPharma will pay to Benitec Australia the full cash amount upon that date.
If
BMSN determines to issue common stock to Benitec Australia in accordance with this Section 3.3 then it will calculate the number
of shares to be issued in accordance with the following:
(1)
BMSN will determine the 30 day VWAP (Volume-Weighted Average Price, as determined by BMSN share volumes and prices reported
by the OTC Markets Group) of its common stock immediately prior to the date the payment is due; and
(2)
BMSN will issue to Benitec that number of shares which is equal to the amount of the payment divided by the 30 day VWAP (step
(1) above) rounded up to the nearest whole share.
With
regards to payments made subsequent to April 6, 2015
The
payments identified in Sections 3.1 and 3.2 as payable in cash or common stock may be paid in cash or fully paid common stock
(restricted for up to six (6) months) of Regen Biopharma – such common stock would be issued at Regen Biopharma’s
discretion and, in the event that Regen Biopharma doesn’t have enough authorized shares available to issue, Regen Biopharma
may increase the authorized shares so as to allow payment to Benitec Australia. If common stock in Regen Biopharma has not been
calculated (in accordance with the following) and issued to Benitec Australia within six (6) months of the Effective Date, then
Regen BioPharma will pay to Benitec Australia the full cash amount upon that date.
If
Regen Biopharma determines to issue common stock to Benitec Australia in accordance with this Section 3.3 then it will calculate
the number of shares to be issued in accordance with the following:
(1)
Regen Biopharma will determine the 30 day VWAP (Volume-Weighted Average Price, as determined by Regen Biopharma share volumes
and prices reported by the Over-the-Counter Bulletin Board) of its common stock immediately prior to the date the payment is due;
and
(2)
Regen Biopharma will issue to Benitec that number of shares which is equal to the amount of the payment divided by the 30
day VWAP (step (1) above) rounded up to the nearest whole share.”
This
amendment is executed on 1st August 2015
Benitec Australia
Limited by |
Regen
Biopharma, Inc. |
Name:
/s/ Carl Stubbings |
Name:/s/
David Koos |
|
|
Title:Chief
Business Officer |
Title:
CEO |
|
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|