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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): March 12, 2014
LIFE STEM GENETICS INC.
(Exact name of registrant as specified in its charter)
Nevada 333-183814 80-0832746
(State or other jurisdiction of (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
433 North Camden Drive, Suite 400, Beverly Hills, CA 90210
(Address of principal executive offices)
(310) 279-5234
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
We entered into an agreement dated March 12, 2014 with Dr. Vino Padayachee.
Pursuant to this agreement, Dr. Padayachee agreed to serve as a Director and
Chairman of the Board of Directors of our company. As a Director and Chairman of
the Board of Directors of our company, Dr. Padayachee will focus on developing
our existing and potential new business opportunities and head our future
Canadian operations.
Pursuant to the agreement, our company is to compensate Dr. Padayachee for
serving as a Director and Chairman of the Board of Directors of our company with
1,000,000 unregistered restricted common shares of the Company (the "Shares") as
consulting fees per year during the term of the Agreement. The 1,000,000 Shares
to be issued to Padayachee under this Agreement per year shall vest and be
issued to Padayachee at the start of each year of the Agreement. The first
1,000,000 Shares due as compensation under the agreement will be issued within
14 days of the Effective Date of the Agreement.
On March 12, 2014, we appointed Dr. Padayachee as a Director and Chairman of the
Board of Directors of our company.
As of March 12, 2014, we issued 1,000,000 common shares in our company to one
person non-US persons (as that term is defined in Regulation S of the Securities
Act of 1933), in an offshore transaction relying on Regulation S of the
Securities Act of 1933, as amended.
DR. VINO PADAYACHEE - BUSINESS DEVELOPMENT DIRECTOR
Dr. Padayachee, age 54, began his medical career in South Africa, where he
obtained his medical degree from the University of Natal, South Africa. After
graduating, he worked in teaching hospitals attached to the university, where he
developed a broad range of expertise, including pediatrics, surgery and trauma,
and obstetrics, and he received special training in cardiology. During that
time, he managed a coronary care unit and obtained a diploma in anestheiology.
In 1992, Dr. Padayachee moved to Canada, along with his wife, Dr. Diane Naidu,
to settle in Estevan, Saskatchewan, where he practiced as a general practitioner
anesthetist.
Dr. Padayachee has a keen interest in quality improvement. In response to the
increasing prevalence of asthma in southern Saskatchewan, he helped establish an
asthma clinic 2003 and was also involved with the Heart to Heart Coronary Heart
Disease Secondary Prevention Program in Estevan. Dr. Padayachee served as chief
of staff of the St. Joseph's Hospital in Estevan, and the Sun Country Health
Region. He was also clinical chair for the Health Quality Control Chronic
Disease Management Collaborative from 2005 to 2007.
Dr. Padayachee has been actively involved in the Saskatchewan Medical
Association as member of the Representative Authority, the Board of Directors
and the executive.
Our company believes that Dr. Padayachee's educational and professional
background, and business and operational experience give him the qualifications
and skills necessary to serve as our Director and Chairman of the Board of
Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Agreement between our company and Vino Padayachee dated March 12, 2014
2
SIGNATURES
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.
Dated: March 17, 2014
LIFE STEM GENETICS INC.
By: /s/Gloria Simov
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Gloria Simov
President, Chief Executive Officer and Director
