Current Report Filing (8-k)
January 20 2017 - 10:40AM
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): December 27, 2016
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
Commission
File Number: 0-32201
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Delaware
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33-0824714
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(State
or Other Jurisdiction of
Incorporation)
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(IRS
Employer Identification
Number)
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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
January 10, 2017 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 "Series M Preferred Stock" (hereinafter referred to as "Series M Preferred Stock").
The
Board of Directors of Regen have authorized 300,000,000 shares of the Series M Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of Regen, each holder of Series A Preferred Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times one. Except
as otherwise required by law holders of Common Stock, other series of Preferred issued by Regen, and Series M Preferred Stock
shall vote as a single class on all matters submitted to the stockholders.
With
respect to each matter submitted to a vote of stockholders of Regen, each holder of Series M Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series M Preferred Stock owned by such holder times
one (1). Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by Regen, and Series M
Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The
holders of Series M 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 M Preferred Stock shall
receive, out of assets legally available for distribution to Regen’s stockholders, a ratable share in the assets of Regen.
On
December 27, 2016 7,500,000 shares of Regen’s common stock personally owned by Todd S. Caven, Regen’s Chief Financial
Officer, were cancelled by Regen. On December 27, 2016 2,500,000 shares of Regen’s Series A Preferred personally owned by
Todd S. Caven were cancelled by Regen. No consideration was paid by Regen to Mr. Caven for these cancellations.
Regen
is a controlled subsidiary of Bio-Matrix Scientific Group, Inc.
Item
9.01 Exhibits
Exhibit
No.
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Description
of Exhibit
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3(i)
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Text
of Certificate of Designations
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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: January
19, 2017
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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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