Regen BioPharma Inc (RGBP)

[scoobey-do]

Current Report Filing (8-k)
March 21 2023 - 01:52PM
Edgar (US Regulatory)

Item 3.03 Material Modification to Rights of Security Holders

On March 17, 2023 Regen Biopharma, Inc. (“Regen”) issued 15,000 Series NC preferred shares (“Shares”) to David Koos, the Company’s Chief Executive Officer, in consideration of $10,050 owed to David Koos by Regen.

The Board of Directors of the Company have authorized 20,000 shares of the Series NC Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series NC Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series NC Preferred Stock owned by such holder times three hundred and thirty four (334). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series NC Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The issuance of shares of Series NC Preferred Stock, with disproportionately high voting rights generally, will adversely affect the voting power of holders of common stock of the Company. To the extent that the Series NC Preferred Stock may have anti-takeover effects, the Company believes that the ability of the Company to issue shares with such voting power will encourage persons seeking to acquire the Company to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed transaction in a manner that best serves the stockholders’ interests.