8-K 1 rgbp102715form8k.htm FORM 8-K



Washington, D.C.  20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 14, 2015



(Exact name of small business issuer as specified in its charter)


                                      Nevada 45-5192997
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Commission File No. 333-191725


4700 Spring Street, St 304, La Mesa, California 91942

(Address of Principal Executive Offices)


(619) 702 1404

(Issuer’s telephone number)


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 5.03 Amendments to Articles of Incorporation

On October 14, 2015 Regen Biopharma, Inc. ( the “Company”) amended Article 3 of the Company’s Articles of Incorporation to be and read as follows:

“3. Authorized Shares:


The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 800,000,000 shares of Preferred Stock having a $.0001 par value.


The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”


On October 14, 2015, the Company amended Section 1 of the Certificate of Designation of the Company’s authorized Series A Preferred Stock to be and read as follows:


“Section 1. Designation and Amount.


The shares of this series of preferred stock will be designated as Series A Preferred Stock (the “Series A Preferred”) which series shall consist of three hundred million (300,000,000) shares having a par value of $.0001 per share.”


Item 9.01 Financial Statements and Exhibits.


Exhibit 3(i) Text of Amendment to Certificate of Incorporation  
Exhibit 3(i)(a) Text of Amendment to Certificate of Designation  





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.


  Regen Biopharma, Inc.
Dated: October 28, 2015 By: /s/ David Koos
  David Koos
  Chief Executive Officer