Current Report Filing (8-k)
July 07 2016 - 11:20AM
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): July 1, 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
1.01
On
July 1, 2016
Regen BioPharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with CIM Securities,
LLC ("CIM") whereby CIM shall act as exclusive financial advisor and placement agent for Regen and introduce Regen to
one or more accredited investors (“Investors”) in connection to a proposed private placement (the "Private Placement")
of equity and / or debt securities (the "Securities") of Regen.
In
the consideration of the services rendered by CIM under this Agreement, Regen agrees to pay CIM the following fees and other compensation:
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(a)
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A
Ten Percent (10%) cash fee payable immediately upon the closing and funding of any portion
of any privately placed preferred stock, common stock, convertible debt or convertible
preferred stock, or any other form of equity–linked securities. Additionally, there
will be a five year cashless exercise warrants from the date of Closing the Transaction
equal to Ten Percent (10%) of the common shares or common share equivalents issued or
to be issued in this or any other form of equity-linked financing with an exercise price
equal to the offering or conversion price in such financing. If Regen brings in any accredited
investors during this agreement term period though the close of the Offering, Regen shall
pay CIM Two and One Half Percent (2.5%); These reduced banker fees and warrants would
apply to the Minimum Offering as well and any additional investors after the Minimum
is met.
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(b)
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A
Five Percent (5%) cash fee payable immediately upon the closing and funding of any subordinated
or mezzanine debt financing, including any unitranche or senior “stretch”
term loans or credit facilities along with Five Percent (5%) warrants priced as the same
as the investors would get for their warrants or shares attached to the debt securities;
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(c)
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A
Three Percent (3%) cash fee payable immediately upon the closing and funding of any senior
debt financing, including any asset based revolving credit facilities along with Three
Percent (3%) of the warrants at the fair market value of Regen at the time of the Transaction
(price to be determined by mutual agreement);
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(d)
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A
Cash Fee equal to Five Percent (5%) of the Aggregate Value of any M&A transaction
sourced by CIM including all equity, mezzanine, senior debt, and any additional monies
paid out at closing to Regen or target Acquisition.
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(e)
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A
Cash Fee equal to Five Percent (5%) for any Joint Venture, Strategic Partnership, or
Gross Revenue share on any Transactions brought by CIM to Regen.
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(f)
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A
non-refundable and non-contestable upfront retainer of $12,500 payment due, upon signing
of this Agreement, to CIM Securities, LLC. Regen will hereby give CIM Securities, and
its designees a further engagement fee in the form of a right to purchase warrants (“Engagement
Warrants”) for 150,000 Preferred Shares with either a cash exercise price of $1,000
for the shares or via cashless exercise provision. CIM will purchase this Engagement
Warrant from Regen for a nominal price of $100 for the warrant agreement.
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(g)
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All
amounts payable (not to include the nonrefundable retainer) hereunder shall be paid to
CIM out of an escrow account here in the U.S. by an FDIC Insured Banking Institution
that is acceptable to CIM at the closing or by such other means acceptable to CIM, along
with any out of pocket expenses incurred in carrying out any Due Diligence and Marketing
expenses of the Financing. Regen and CIM may choose to do a best efforts with a “no
minimum offering” at which time there would be no need for an Escrow Account; but
Regen agrees not to cash any check or to take any wire funds from an Investor until fully
accepted by CIM Chief Compliance Officer Sinh Ly.
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(h)
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If
during the Term of this Agreement Regen shall source an investor then Regen will agree
to pay CIM Securities a fee equal to 100% of both the cash fees and warrants compensation
as outlined in the same manner for both (a) thru (f) of this section. Should Regen source
any of the Investors on its own efforts (excluding other FINRA member firms) then it
would only pay CIM 50% of it fees and warrants in paragraphs (a) thru (f); and if Regen
has a current “carve out” list that it is talking to right now and would
like to provide it to us on the date of this Agreement being signed then CIM would agree
to take only 25% of its fees and warrants as outlined in paragraphs (a) thru (f) which
would be attached to this Agreement in Exhibit A hereto, if any.
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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.
Regen
is a controlled subsidiary of Bio-Matrix Scientific Group, Inc.
Item 9.01
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Financial Statements
and Exhibits.
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Exhibit
No.
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Description
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Item 10.1
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Agreement
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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: July 7, 2016
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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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