Current Report Filing (8-k)
March 30 2021 - 6:05AM
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): March 26,2021
REGEN
BIOPHARMA, INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
45-5192997
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Commission
File No. 333-191725
711
S. Carson Street, Suite 4, Carson City, Nevada, 89791
(Address
of Principal Executive Offices)
(619)
702 1404
(Issuer’s
telephone number)
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
March 26, 2021 Regen Biopharma, Inc. ( “Regen”) filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations")
with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred
stock designated and known as Nonconvertible Series NC Preferred Stock (hereinafter referred to as "Series NC Preferred Stock").
The
Board of Directors of Regen have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to
each matter submitted to a vote of stockholders of Regen, each holder of Series NC Preferred Stock shall be entitled to cast that
number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times 500,000. Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series NC Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.
The
holders of Series NC Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in
accordance with Nevada Law, in its discretion, from funds legally available therefore
On
any voluntary or involuntary liquidation, dissolution or winding up of Regen, the holders of the Series NC Preferred Stock shall
receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
Item
9.01 Exhibits
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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Regen
Biopharma, Inc.
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|
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Dated: March 29,
2021
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By: /s/
David Koos
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David Koos
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Chief Executive Officer
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