Current Report Filing (8-k)
09 June 2016 - 4:04AM
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): May 26, 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
May 26, 2016 Regen Biopharma, Inc. (“Regen”) entered into an agreement (“Agreement”) with Objective Capital
Partners, LLC and BA Securities, LLC. Pursuant to the Agreement, Objective Capital Partners, LLC and BA Securities, LLC (collectively
the “Advisors”) serve as Regen’s sole and exclusive agent for the purpose of
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(a)
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identifying
opportunities for a Partnership (“Partnership”), as such term is defined
in the Agreement
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(b)
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identifying
opportunities for a “Sale” (as defined below) as such term is defined in
the Agreement
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(c)
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advising
Regen concerning opportunities for such Partnership and Sale and
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(d)
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as
requested by Regen, participating on Regen’s behalf in negotiations concerning
such Partnership or Sale.
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The
term of the Agreement shall continue until terminated by either party at any time by giving the other party at least 30 days prior
written notice.
Consideration
to the Advisors shall consist of:
A
monthly retainer of $10,000 to be paid to BA Securities, LLC during the course of the Agreement
Fees
to be paid as follows:
If
a Partnership or Sale occurs or a future Sale or Partnership is agreed through an option or other similar agreement during the
term of the Agreement or at any time during a period of 12 months following the effective date of termination of the Agreement
then
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(a)
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upon
consummation of a Sale, the Company shall pay to BA Securities, LLC the greater of (i)
$250,000 or (ii) 3% of the Sale Consideration ( as such term is defined in the Agreement)
involved in the Sale (“Sale Fee”),
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(b)
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upon
consummation of a Partnership, the Company shall pay to BA Securities, LLC a transaction
fee equal to 5% of the Partnership Consideration ( as such term is defined in the Agreement)
involved in the Partnership .
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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:
June 8, 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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