Attached files
| file | filename |
|---|---|
| EX-3.I - AMENDMENT TO CERTIFICATE OF INCORPORATION - ENTEST GROUP, INC. | entest_ex3i.htm |
| EX-10 - 8% CONVERTIBLE NOTE - ENTEST GROUP, INC. | entest_ex10.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): April 16, 2012
ENTEST BIOMEDICAL, INC.
(Exact Name of Company as Specified in Charter)
| Nevada | 333-154989 | 26-3431263 |
| (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) |
| 619 702 1404 |
| (Company’s telephone number, including area code) |
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 1.01 Entry into a Material Definitive Agreement
On April 16, 2012, Entest Biomedical, Inc. (the “Company”) issued an 8% convertible note in the principal amount of $42,500 (the "Note") to Asher Enterprises, Inc. ("Asher"). The Note was funded on April 20, 2012.
The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on January 18, 2013. The Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note into common stock of the Company, at Asher’s option, at a 52% discount to the average of the three lowest closing bid prices of the common stock during the 10 Trading Day period prior to conversion as Trading Day is defined in the Note. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by 140% if prepaid 121 days following the Issue Date through 180 days following the Issue Date and (vi) 150% if prepaid 151 days following the closing through 180 days following the Issue Date. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
Asher has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received was $40,000, less attorney’s fees of $2,500
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Form of Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
On April 18, 2012 the Company amended Article 4 of the Company’s Articles of Incorporation to be and read as follows:
“4. Authorized Shares:
The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 1,000,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value .
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt by the corporation of the holder’s intent to convert.
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“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.
“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.
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.”
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit 3(i) | Text of Amendment to Certificate of Incorporation |
| Exhibit 10 | 8% Convertible Note |
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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.
ENTEST BIOMEDICAL, INC.
By: /s/ David R. Koos
David R. Koos
Chief Executive Officer
Dated: April 24, 2012
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