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): September 15, 2014
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
|
|
|
Delaware |
0-32201 |
33-0824714 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(IRS Employer Identification
Number) |
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 September 15, 2014 Regen Biopharma, Inc. (“Regen”),
a majority owned subsidiary of Bio Matrix Scientific Group, Inc., 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 AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”).
The Board of Directors of Regen have authorized 600,000
shares of the Series AA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of
the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to
the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,000). Except as otherwise required
by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AA Preferred Stock shall vote as
a single class on all matters submitted to the stockholders.
The description of the Certificate
of Designations is qualified in its entirety by reference to the full text of the Certificate of Designations, which is attached
hereto as Exhibit 3(i) and incorporated herein by reference.
Regen’s Certificate
of Incorporation authorizes Regen to issue up to 5,000,000 shares of Preferred Stock, $0.0001 par value, and grants the Board of
Directors of Regen the full authority permitted by law to establish one or more series and the number of shares constituting each
such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences,
qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series
of the Preferred Stock that may be desired.
Item 9.01 Exhibits.
Exhibit No. |
|
Description of Exhibit |
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|
3(i) |
|
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.
|
Bio-Matrix Scientific Group,
Inc.
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|
|
Dated: September 16, 2014 |
By: /s/ David Koos |
|
David Koos |
|
Chief Executive Officer |
Exhibit
3(i)
CERTIFICATE
OF DESIGNATIONS
OF
THE
SERIES
AA PREFERRED STOCK
OF
REGEN
BIOPHARMA, INC.
(“CORPORATION”)
(PURSUANT
TO NRS 78.1955)
Section
1. Designation and Amount.
The
shares of this series of preferred stock will be designated as Series AA Preferred Stock (the “Series AA Preferred”)
which series shall consist of six hundred thousand(600,000) shares having a par value of $.0001 per share.
Section
2. Voting Rights.
(a)
Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred
Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock
owned by such holder times Ten Thousand (10,000).
(b)
Class Vote. Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Section
3. Dividends.
The
holders of Series AA 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.
Section
4. Rights on Liquidation.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Corporation’s stockholders, a ratable share
in the assets of the Corporation.