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 11, 2012


 

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))





1






Item 3.03  Material Modification to Rights of Security Holders.


On May 11, 2012, the Company issued 90,000 shares of Series AA Preferred Stock (“AA Stock”) to David R. Koos, the Company’s Chairman, President and CEO as consideration for services.


With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of  AA  Stock is entitled to cast that number of votes which is equivalent to the number of shares of AA owned by such holder times ten thousand (10,0000). Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,  and AA Stock shall vote as a single class on all matters submitted to the stockholders. David R. Koos currently holds 94,852 shares of AA Stock representing the majority of the voting control of the Company as of May 15, 2012.


To the extent that the AA 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.















2





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: May 15, 2012















3