Bio-Matrix 8-K
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): December 5, 2006
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
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Delaware
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0-32201
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33-0824714
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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8885
Rehco Road, San Diego, California 92121
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code:
(619)
398-3517 ext. 308
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the Following
provisions:
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b)).
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the exchange Act (17
CFR
240.13e-4(c)). |
ITEM
1.01.
ENTRY
INTO
A MATERIAL DEFINITIVE AGREEMENT.
On
December 5, 2006 we, Bio-Matrix Scientific Group, Inc. entered into an Agreement
with Bio-Technology Partners Business Trust whereby we became obligated to
issue
to Bio-Technology Partners Business Trust 1,391,935 common shares of the Company
on or prior to December 6, 2006. This issuance constituted full satisfaction
of
the amount of $246,744 plus accrued interest owed by us to Bio-Technology
Partners Business Trust due to loans made to us by Bio-Technology Partners
Business Trust between August 24, 2006 and November 10, 2006.
We
also
agreed to include these shares issued to Bio-Technology Partners Business Trust
in a subsequent registration statement of securities filed by us pursuant to
the
Securities Act of 1933, as amended, with the United States Securities and
Exchange Commission on Form SB-1 or SB-2.
ITEM
3.02.
UNREGISTERED SALE OF EQUITY SECURITIES
On
December 5, 2006 we, Bio-Matrix Scientific Group, Inc., issued 1,391,935 Common
Shares of our stock to Bio-Technology Partners Business Trust pursuant to the
abovementioned Agreement. This issuance constituted full satisfaction of the
amount of $246,744 plus accrued interest owed by us to Bio-Technology Partners
Business Trust due to loans made to us by Bio-Technology Partners Business
Trust
between August 24, 2006 and November 10, 2006.
No
underwriters were retained to serve as placement agents for the sale. The Shares
were sold directly through the management of the Company. No commission or
other
consideration was paid in connection with the sale of the
Shares
The
offer
and sale of the Shares was exempt from the registration provisions of the
Securities Act by reason of Section 4(2) thereof. Management made its
determination of the availability of such exemption based upon the facts and
circumstances surrounding the offer and sale of the Shares, including the fact
that the shares were offered and sold solely to Bio-Technology Partners Business
Trust. Restrictive legends were placed on, and stop transfer orders placed
against, the certificates for the Shares.
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Ex.10
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Form
of Agreement dated December 5,
2006 by and between-Matrix Scientific
Group, Inc. and Bio-Technology
Partners Business
Trust
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SIGNATURES
Pursuant
to the requirements of the Securities and 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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By: |
/s/ David
R. Koos |
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David
R. Koos,
Chief
Executive Officer,
President
and Chairman
Date: 12/06/2006
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