Current Report Filing (8-k)
October 26 2017 - 10:27AM
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 24, 2017
ENTEST
BIOMEDICAL, INC.
(Exact
Name of Company as Specified in Charter)
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Nevada
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333-154989
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26-3431263
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4700
Spring Street, Suite 304
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La
Mesa California, 91942
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(Address
of Principal Executive Offices, Zip Code)
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619-702-1404
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(Company’s
telephone number, including area code)
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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 24, 2017 Zander Therapeutics, Inc. (a subsidiary of Entest BioMedical, Inc. under common control with Entest BioMedical,
Inc.) issued an aggregate of 900,000 of its common shares (“Shares”) to three trusts under common control for aggregate
consideration of $900,000.
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. The proceeds from the sale of the Shares were utilized for general corporate purposes.
Item
9.01. Financial Statements and Exhibits.
EXHIBIT
INDEX
10.1
Form of Agreements for sale of Shares.
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.
ENTEST BIOMEDICAL, INC
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By:
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/s/ David R. Koos
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David R. Koos
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Chief Executive Officer
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Dated:
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October 25, 2017
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