Bio-Matrix Scientific Group, Inc. 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): October 11, 2006
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)
|
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
23
Brigham Road, Worcester, Massachusetts 01609
(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 Company under any of the Following
provisions:
[
] Written
communication 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
1.01. Entry into a Material Definitive Agreement.
On
October
11, 2006, Bio-Matrix Scientific Group, Inc. (“Company”) entered into an
Agreement with BMXP Holdings, Inc (“BMXP”) (“Agreement”) whereby the Company
shall issue to BMXP 1,462,570 common shares of the Company on or prior to
October 12, 2006. This issuance will constitute full satisfaction of the amount
of $1,191,619
plus any
accrued and unpaid interest, owed to BMXP by the Company.
As
further
consideration to BMXP for entering into this Agreement and abiding by the terms
and conditions thereof, at any time within a period of 365 days from the date
of
the Agreement, BMXP shall have the right, upon written demand to the Company
(“Registration Demand”), to cause the Company, within ninety days of the
Registration Demand, to prepare and file with the United States Securities
and
Exchange Commission (“SEC”) a registration statement to register under the
Securities Act of 1933, as amended, 11,462,570 common shares of the Company
(including the shares issued pursuant to this Agreement) owned by BMXP
(“Registerable Securities”), in order that the Registerable Securities may be
distributed to BMXP shareholders on a pro rata basis ( based on their ownership
of common shares of the Company as of a Record Date to be determined by BMXP),
and use its reasonable best efforts to cause that registration statement to
be
declared effective by the SEC. This right may also be exercised by any entity
to
whom BMXP has transferred ownership of the Registerable Securities in trust
for
the BMXP Record Shareholders
BMXP
is
currently the largest shareholder of the Company (beneficially owning over
approximately 74% of the shares outstanding as of October 10, 2006) and has
been
since July 3, 2006 when the Company issued 10,000,000 common shares to BMXP
in
connection with the Company’s acquisition of Bio-Matrix Scientific Group, Inc.,
a Nevada corporation from BMXP.
David
R.
Koos, President CEO, Principal Financial Officer and Director of the Company
is
the Chairman and Chief Executive Officer of BMXP Holdings Inc. as well as
beneficial owner of 24% of the share capital of BMXP Holdings, Inc. Brian
Pockett, Chief Operating Officer, Vice President and Director of the Company,
is
Chief Operating Officer, Managing Director and a Director of BMXP Holdings
Inc.
as well as beneficial owner of 14% of the share capital of BMXP Holdings,
Inc.
EXHIBIT
INDEX
| Exhibit
Number |
Description |
| Ex.
10 |
Form
of Agreement dated April 11, 2006 by and between Bio-Matrix Scientific
Group, Inc. and BMXP Holdings, Inc. |
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 |
| |
|
| |
David
R. Koos, Chief Executive Officer,
President
and Chairman
Date: October
11, 2006
|