a5952468.htm
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): April 8, 2009
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
Delaware
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0-32201
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33-0824714
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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8885 Rehco Road, San Diego,
California 92121
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code: (619) 398-3517 ext. 308
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 April
8, 2009 Bio-Matrix
Scientific Group, Inc. (“Company”) entered into an agreement with Dr. Brian
Koos (“Agreement”) whereby Dr. Koos shall be obligated to
:
(i)
Advise the Company in determining specific studies and time-lines that are
needed (a) to establish the clinical usefulness of a Screening Test for
Gestational Diabetes licensed by the Company from the Regents of the University
of California (the "Screening Test") and (b) to create a new rapid
analysis method for screening large populations (collectively, the
"Technology").
(ii) Serve on the
Company’s Medical Advisory Board ("MAB") in order to provide advice to the
Company regarding the Technology and other related technologies or approaches as
the Company may from time to time reasonably request.
(iii) Advise
the Company in:
(a) the
design and completion of the specific studies that demonstrate the clinical
usefulness of the Screening Test and
(b)
establishing and validating a new method for rapid screening of large
populations.
The Term
of the Agreement is 5 years. Dr. Koos compensation pursuant to the Agreement
shall be 325,000 shares of the Company’s common stock (“Consideration Shares”).
250,000 of the Consideration Shares shall be subject to restrictions
on transfer and risk of forfeiture (“Share Restrictions”). These Share
Restrictions shall no longer apply upon the successful completion of tasks
required of Dr. Koos pursuant to the Agreement.
Dr. Brian
Koos is currently a professor of Obstetrics and Gynecology at the David Geffen
School of Medicine at UCLA.
Item
1.01 Entry into a Material Definitive
Agreement
On April
21, 2009 Bio-Matrix Scientific Group, Inc. (“Company”) entered into a Separation
and Distribution Agreement (“Agreement”)with the Company's
wholly-owned subsidiary, Entest Biomedical, Inc. ("Entest") whereby the Company
has agreed to spinoff the pro rata to the holders of its common
and preferred stock 100% of the share capital of Entest subject
to certain terms and conditions (“Distribution”). Pursuant to the
Agreement, the Company
agrees to use reasonable efforts to complete the Distribution on or before July
31, 2009. The Company shall, in its sole and absolute discretion, determine the
date of the consummation of the Distribution, all terms of the Distribution, and
the timing of and conditions to the consummation of the Distribution. In
addition, the Company may at any time and from time to time until the completion
of the Distribution, modify or change the terms of the Distribution.
Entest shall cooperate with the Company in all respects to accomplish
the Distribution and shall, at the Company’s direction, promptly take any and
all actions necessary or desirable to effect the Distribution.
Item
3.03 Material Modification to Rights of Security
Holders.
On or
about April 21, 2009 Bio Matrix Scientific Group, Inc.
(“Company”) filed a CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND
LIMITATIONS OF SERIES B PREFERRED STOCK (“Certificate of Designations”) with the
Delaware Secretary of State setting forth the preferences rights and limitations
of a newly authorized series of preferred stock designated and known as “Series
B Preferred Stock” (hereinafter referred to as “Series B Preferred
Stock”).
The Board
of Directors of the Company has authorized 2,000,000 shares of the
Series B Preferred Stock. With respect to each matter submitted to a vote of
stockholders of the Corporation, each holder of Series B Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of
shares of Series B Preferred Stock owned by such holder times two. Except as
otherwise required by law, holders of Common Stock, other series of Preferred
issued by the Corporation, and Series B Preferred Stock shall vote as
a single class on all matters submitted to the stockholders. The holders of
Series B Preferred Stock shall be entitled receive dividends, when, as and if
declared by the Board of Directors in accordance with Delaware Law, in its
discretion, from funds legally available therefore. On any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of the Series B Preferred Stock shall receive, out of assets legally
available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Item
5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On or
about April 21, 2009, the Company filed with the Delaware Secretary of State
a CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS
OF SERIES B PREFERRED STOCK (“Certificate of Designations”) with the Delaware
Secretary of State setting forth the preferences rights and limitations of a
newly authorized series of preferred stock designated and known as “Series B
Preferred Stock” This Certificate of Designation is filed as Exhibit
3(i) to this Current Report on Form 8-K and is incorporated by
reference into this Item 5.03.
Item
8.01 Other Events.
On April
21, 2009 the Board of Directors of Bio-Matrix Scientific Group, Inc. (“Company”)
authorized
(a)
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a
dividend to Common shareholders of record as of May 5, 2009 (“Record
Date”) to be paid to Common shareholders on or about May 15, 2009 such
dividend to be payable in shares of the company’s authorized but unissued
Series B Preferred stock .0001 par value and to consist of one share of
Series B Preferred Stock for every fifty shares of Bio-Matrix Scientific
Group, Inc. Common Stock owned as of the Record Date. The Preferred Share
dividends will only be issued in the name of the beneficial owner of the
Bio-Matrix Scientific Group Common Stock and no dividend shares will be
issued in the name of a broker dealer to disseminate to its clients.
Broker Dealers holding Common shares on behalf of clients shall be
required to produce lists of Common shareholders designated by such
Broker-Dealers as beneficial owners of the Company’s Common stock as of
the Record Date. Any lists provided by Broker Dealers must reconcile with
records on file with the Depository Trust and Clearance Corporation before
the dividend may be paid by the
Company
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(b)
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a
dividend to Preferred shareholders of record as of May 5, 2009 (“Record
Date”) to be paid to Preferred shareholders on or about May 15, 2009, such
dividend to be payable in shares of the company’s authorized but unissued
preferred stock .0001 par value and to consist of one share of Series B
Preferred Stock for every fifty shares of Bio-Matrix Scientific Group,
Inc. Preferred Stock owned as of the Record Date. The Preferred Share
dividends will only be issued in the name of the beneficial owner of the
Bio-Matrix Scientific Group Preferred Stock and no dividend shares will be
issued in the name of a broker dealer to disseminate to its clients. The
Preferred Share dividends will only be issued in the name of the
beneficial owner of the Bio-Matrix Scientific Group Preferred Stock and no
dividend shares will be issued in the name of a broker dealer to
disseminate to its clients. Broker Dealers holding Preferred shares on
behalf of clients shall be required to produce lists of Preferred
shareholders designated by such Broker-Dealers as beneficial owners of the
Company’s Preferred stock as of the Record Date. Any lists provided by
Broker Dealers must reconcile with records on file with the Depository
Trust and Clearance Corporation before the dividend may be paid by the
Company. To the knowledge of the Company, currently no Preferred Shares
are being held by Broker Dealers on behalf of
clients.
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Item
9.01. Financial Statements and
Exhibits.
EXHIBIT
INDEX
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Exhibit Number
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Description
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Ex.
3(i)
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Certificate
of Designations
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Ex.
10.1
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Agreement
by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian
Koos
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Ex.
10.2
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Agreement
by and between Bio-Matrix Scientific Group, Inc. and Entest Biomedical,
Inc.
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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.
By: /s/ David
Koos
David
Koos
Chief
Executive Officer
Dated:
April 28, 2009
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