Current Report Filing (8-k)
October 04 2018 - 6:06AM
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 2, 2018
ENTEST
GROUP, 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 5.03 Amendments to Articles of Incorporation
On October 2, 2018 Entest Group, Inc. (the “Company”)
amended Article 4 of the Company’s Articles of Incorporation to be and read as follows:
4. 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 5,000,000 shares
of Preferred Stock having a $.0001 par value and 3,000,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par
value.
Non Voting Convertible Preferred Stock shall convert
at the option of the holder into shares of the corporation’s common stock at a conversion price equal to the greater of
(i) $0.001 per share or (ii) seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding
written receipt by the corporation of the holder’s intent to convert.
“CLOSING PRICE" shall mean the closing bid
price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.
“PRINCIPAL MARKET" shall mean the principal
trading exchange or market for the corporation’s common stock.
“TRADING DAY”
shall mean a day on which the Principal Market shall be open for business.
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.”
Item 9.01 Financial Statements
and Exhibits.
EXHIBIT INDEX
Exhibit
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Description
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3(i)
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Text of Amendment to Certificate of Incorporation
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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.
ENTEST GROUP, INC.
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By:
/s/ David R. Koos
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Davir R. Koos
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Chief Executive Officer
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Dated: October 3, 2018
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