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EX-10.1 - STOCK PURCHASE AGREEMENT - Rivulet Media, Inc.bmsn20141106form8kex10_1.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): July 1, 2014

 

 

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))

 
 

Item 3.02 Unregistered Sales of Equity Securities

On July 1, 2014 Bio Matrix Scientific Group, Inc (the “Company”) issued 45,000,000 Common Shares (“Shares”) for consideration of $100,000.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares. The funds received were utilized for general corporate purposes. 

On August 12, 2014 the Company issued 8,896,797 Common Shares (“Shares”) to Benitec Australia Limited (“Benitec”) pursuant to that agreement entered into by and between Regen Biopharma, Inc., a majority owned subsidiary of the Company, and Benitec on August 5, 2013. The issuance was made in accordance with a provision of that agreement which required a fee to be paid upon the first anniversary of that agreement.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

 

On August 18, 2014 the Company Issued 37,500,000 Common Shares (“Shares”) to a creditor in satisfaction of $37,500 of indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. 

On August 26, 2014 the Company Issued 37,500,000 Common Shares (“Shares”) to a creditor in satisfaction of $37,500 of indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. 

On October 1, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) to a creditor in satisfaction of $37,500 of indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. 

On October 9, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) to a creditor in satisfaction of $35,000 of indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. 

On October 31, 2014 the Company Issued 200,000,000 Common Shares (“Shares”) to a creditor in satisfaction of $20,000 of indebtedness.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. 

Item 9.01 Exhibits.

Exhibit 10.1 Stock Purchase Agreement dated June 24, 2014

Exhibit 10.2 LICENSE AGREEMENT by and between Regen Biopharma, Inc. and Benitec Australia, Ltd.*

*Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated August 5, 2013


 

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.
   
Dated: November 7, 2014 By: /s/ David Koos
  David Koos
  Chief Executive Officer