Item
3.02. Unregistered Sales of Equity Securities
On
May 30, 2017 , Entest Biomedical, Inc. (the “Company”) issued 83,000 shares of its Non Voting Convertible Preferred
Stock (“ Shares”) to Regen Biopharma, Inc. (“Regen”) in satisfaction of $83,000 owed by Zander Therapeutics,
Inc. ( a majority owned subsidiary of the Company) to Regen pursuant to an agreement (“Agreement”) with Zander Therapeutics,
Inc. whereby Regen granted to Zander Therapeutics, Inc. an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen (“ License IP”) for non-human veterinary therapeutic use for
a term of fifteen years. Entest Biomedical Inc. and Zander Therapeutics, Inc. are under common control with Regen Biopharma, Inc.
as the Chairman and CEO of the Company and Zander Therapeutics, Inc. also serves as the Chairman and CEO of Regen Biopharma, Inc.
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
May 30, 2017 , Entest Biomedical, Inc. (the “Company”) issued 149,000 shares of its Non Voting Convertible Preferred
Stock (“ Shares”) to the Biotechnology Partners Business Trust (“BTPBT”) in satisfaction of $149,000 of
principal indebtedness owed by the Company to BTPBT.
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
May 30, 2017, Entest Biomedical, Inc. (the “Company”) issued 165,850 shares of its Non Voting Convertible Preferred
Stock (“ Shares”) to Dunhill Ross Partners, Inc. (“DRP”) in satisfaction of $165,850 of principal indebtedness
owed by the Company to DRP.
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
May 30, 2017, Entest Biomedical, Inc. (the “Company”) issued 327,681 shares of its Non Voting Convertible Preferred
Stock (“ Shares”) to Bostonia Partners, Inc. (“BP”) in satisfaction of $327,681 of principal indebtedness
owed by the Company to BP.
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
May 30, 2017 , Entest Biomedical, Inc. (the “Company”) issued 199,000 shares of its Non Voting Convertible Preferred
Stock (“ Shares”) to the Sherman Family Trust (“SFT”) in satisfaction of $199,000 of principal indebtedness
owed by the Company to SFT.
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.