Current Report Filing (8-k)
October 28 2015 - 11:13AM
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): October 14, 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
8.01 Other Events
On
October 14, 2015 Regen Biopharma, Inc. ( “Regen”) amended Article 3 of Regen’s Articles of Incorporation to
be and read as follows:
“3.
Authorized Shares:
The
aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common
Stock having a $.0001 par value, and 800,000,000 shares of Preferred Stock having a $.0001 par value.
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.”
On
October 14, 2015, Regen amended Section 1 of the Certificate of Designation of Regen’s authorized Series A Preferred Stock
to be and read as follows:
“Section
1. Designation and Amount.
The
shares of this series of preferred stock will be designated as Series A Preferred Stock (the “Series A Preferred”)
which series shall consist of three hundred million (300,000,000) shares having a par value of $.0001 per share.”
Regen
Biopharma, Inc. is a controlled subsidiary of Bio Matrix Scientific Group, Inc.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT INDEX |
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Exhibit 3(i) Text of Amendment to Certificate of Incorporation |
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Exhibit 3(i)(a) Text of Amendment to Certificate of Designation |
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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.
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Bio
Matrix Scientific Group, Inc. |
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Dated:
October 28, 2015 |
By: /s/
David Koos |
|
David
Koos |
|
Chief
Executive Officer |
Exhibit
3(i)
3.
Authorized Shares:
The
aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common
Stock having a $.0001 par value, and 800,000,000 shares of Preferred Stock having a $.0001 par value.
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.
Exhibit
3(i)(a)
Section
1. Designation and Amount.
The
shares of this series of preferred stock will be designated as Series A Preferred Stock (the “Series A Preferred”)
which series shall consist of three hundred million (300,000,000) shares having a par value of $.0001 per share.