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): May 15, 2014
ENTEST
BIOMEDICAL, INC.
(Exact
Name of Company as Specified in Charter)
| |
| |
|
| |
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|
Nevada | |
333-154989 | |
26-3431263 |
(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) |
619
702 1404 |
(Company’s
telephone number, including area code) |
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
3.02 Unregistered Sales of Equity Securities
On
May 22, 2014 Entest BioMedical, Inc. ( the “Company”) issued 80,000 shares of Series AAA Preferred Stock (“AAA
Stock”) to David R. Koos, the Company’s Chairman, President and CEO as consideration for $10,000 of salary accrued
and unpaid owed to David R. Koos by the Company.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of AAA Stock is entitled to cast that
number of votes which is equivalent to the number of shares of AAA owned by such holder times thirty thousand (30,000). Except
as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation, and AAA Stock shall
vote as a single class on all matters submitted to the stockholders. As a result of the issuance of the AAA Stock, David R. Koos
possesses in excess of 50% of the voting power of the Company as of May 22, 2014.
Item
3.03 Material Modification to Rights of Security Holders.
On
May 15, 2014 the Company 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 AAA Preferred Stock” (hereinafter referred to as “Series AAA Preferred Stock”).
The
Board of Directors of the Company have authorized 300,000 shares of the Series AAA Preferred Stock, par value $0.0001. With respect
to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AAA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such holder times
thirty thousand (30,0000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the
Corporation, and Series AAA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
The
issuance of the AAA Stock, with disproportionately high voting rights, will adversely affect the voting power of holders of common
stock of the Company.
On
May 22, 2014, the Entest Biomedical, Inc. ( the “Company”) issued 80,000 shares of Series AAA Stock to David R. Koos,
the Company’s Chairman, President and CEO, as consideration for $10,000 of salary accrued and unpaid owed to David R. Koos
by the Company.
To
the extent that the AAA Stock may have anti-takeover effects, the Company believes that concentrating such voting power with the
Chairman of the Company 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.
Item
9.01 Financial Statements and 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.
ENTEST
BIOMEDICAL, INC.
By:
/s/ David Koos
David
Koos
Chief
Executive Officer
Dated:
May 22, 2014
Exhibit
3(i)
CERTIFICATE
OF DESIGNATIONS
OF
THE
SERIES
AAA PREFERRED STOCK
OF
ENTEST
BIOMEDICAL, 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 AAA Preferred Stock (the “Series AAA Preferred”)
which series shall consist of three hundred thousand (300,000) 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 AAA Preferred
Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock
owned by such holder times thirty thousand (30,0000).
(b)
Class Vote. Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,
and Series AAA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Section
3. Dividends.
The
holders of Series AAA 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 AAA 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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