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): August 1, 2015

 

Bio-Matrix Scientific Group, Inc.

(Exact Name of Company as Specified in Charter)

 

Commission File Number: 0-32201

   
Delaware 33-0824714
(State or Other Jurisdiction of Incorporation) (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 1.01 Entry into a Material Definitive Agreement

 

On August 1, 2015 that agreement for a license grant of intellectual property to Regen Biopharma,Inc. (“Regen”) by Benitec Australia Limited (“Benitec”) dated August 5, 2013 (“Agreement”) was amended as follows:

Any License Fees or Milestone Payments ( as those terms are defined in the Agreement”) to be paid subsequent to April 6, 2015 may be paid in the common stock of Regen .

Regen is a controlled subsidiary of Bio Matrix Scientific Group, Inc.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated in this Item 1.01 by reference.

The foregoing description of the amendment to the Agreement is not complete and is qualified in its entirety by reference to the text of the amendment to the Agreement , which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated in this Item 1.01 by reference.

 

Item 9.01 Exhibits.

Exhibit No.   Description of Exhibit
10.1   Exclusive License Agreement between Regen and Benitec Australia Limited*
10.2   Amendment to Exclusive License Agreement between Regen and Benitec Australia Limited

*Incorporated by reference to Exhibit 10.1 of that Form 8-K filed by Bio Matrix Scientific Group, Inc . on August 6, 2013

 
 

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.
   
Dated:August 25, 2015 By: /s/ David Koos
  David Koos
  Chief Executive Officer

 



 

Exhibit 10.2

 

AMENDMENT TO LICENSE AGREEMENT DATED APRIL 6, 2015

 

WHEREAS:

Benitec Australia Limited, an Australian corporation (ACN 080 299 645) having its registered office at 1-15 Barr Street, Balmain, NSW, Australia 2041, (“Benitec Australia”) and Regen BioPharma, Inc., a United States company having its registered office at 4700 Spring Street, Suite 304, La Mesa, CA 91942 USA, (“Regen BioPharma”)entered into a license agreement ( the “Agreement”) on August 5, 2013. Benitec Australia and Regen BioPharma may be referred to in this Agreement each as a “Party” or collectively as the “Parties.”

WHEREAS:

Section 11.10 of the Agreement states that the Agreement may not be altered, amended or modified in any way except by a writing signed by both Parties.

WHEREAS:

It is the mutual desire of the parties to amend sections of the Agreement

THEREFORE, IT IS AGREED AS FOLLOWS:

Section 3.3. of the Agreement is amended to be and read as follows:

“With regards to payments made on or prior to April 6, 2015:

The payments identified in Sections 3.1 and 3.2 as payable in cash or common stock may be paid in cash or fully paid common stock (restricted for up to six (6) months) in Regen’s parent company Bio-Matrix Scientific Group (OTCQB: BMSN - “BMSN” )– such common stock would be issued at BMSN’s discretion and, in the event that BMSN doesn’t have enough authorized shares available to issue, BMSN may increase the authorized shares so as to allow payment to Benitec Australia. If common stock in BMSN has not been calculated (in accordance with the following) and issued to Benitec Australia within six (6) months of the Effective Date, then Regen BioPharma will pay to Benitec Australia the full cash amount upon that date.

If BMSN determines to issue common stock to Benitec Australia in accordance with this Section 3.3 then it will calculate the number of shares to be issued in accordance with the following:

 

(1) BMSN will determine the 30 day VWAP (Volume-Weighted Average Price, as determined by BMSN share volumes and prices reported by the OTC Markets Group) of its common stock immediately prior to the date the payment is due; and

 

(2) BMSN will issue to Benitec that number of shares which is equal to the amount of the payment divided by the 30 day VWAP (step (1) above) rounded up to the nearest whole share.

 

With regards to payments made subsequent to April 6, 2015

The payments identified in Sections 3.1 and 3.2 as payable in cash or common stock may be paid in cash or fully paid common stock (restricted for up to six (6) months) of Regen Biopharma – such common stock would be issued at Regen Biopharma’s discretion and, in the event that Regen Biopharma doesn’t have enough authorized shares available to issue, Regen Biopharma may increase the authorized shares so as to allow payment to Benitec Australia. If common stock in Regen Biopharma has not been calculated (in accordance with the following) and issued to Benitec Australia within six (6) months of the Effective Date, then Regen BioPharma will pay to Benitec Australia the full cash amount upon that date.

 

If Regen Biopharma determines to issue common stock to Benitec Australia in accordance with this Section 3.3 then it will calculate the number of shares to be issued in accordance with the following:

 

(1) Regen Biopharma will determine the 30 day VWAP (Volume-Weighted Average Price, as determined by Regen Biopharma share volumes and prices reported by the Over-the-Counter Bulletin Board) of its common stock immediately prior to the date the payment is due; and

 

(2) Regen Biopharma will issue to Benitec that number of shares which is equal to the amount of the payment divided by the 30 day VWAP (step (1) above) rounded up to the nearest whole share.”

 

This amendment is executed on 1st August 2015

Benitec  Australia Limited by Regen Biopharma, Inc.
Name: /s/ Carl Stubbings Name:/s/ David Koos
   
Title:Chief Business Officer Title: CEO