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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
3(i) Certificate of Designations
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: 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.
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