Attached files
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 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,
2020
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Bio-Matrix Scientific Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-32201
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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 No.)
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1206 East Warner Road, Suite 101-I, Gilbert, Arizona
85296
(Address
of Principal Executive Offices) (Zip Code)
(480)
225-4052
(Registrant’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:
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Written communications 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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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))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None.
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None.
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None.
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
1
Item 4.01 Changes in Registrant’s Certifying
Accountant.
(a) Dismissal of Independent Registered Public Accounting
Firm
On April 16, 2020, the Board of Directors (the
“Board”) of Bio-Matrix Scientific Group (the
“Company”) approved the dismissal of BF Borgers CPA PC
(“Borgers”) as the Company's independent registered
public accounting firm.
The reports of Borgers on the Company's consolidated financial
statements for the period February 7, 2019 through July 31, 2019
did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles, except as to disclosing that the
financial statements
were prepared assuming that the Company would continue as a going
concern due to the Company’s significant operating losses
which raised substantial doubt about its ability to continue as a
going concern.
During the fiscal year ended July 31, 2019, and through April
16, 2020, there have been no “disagreements” (as
defined in Item 304(a)(1)(iv) of Regulation S-K and related
instructions) with Borgers on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which disagreements if not resolved to the satisfaction
of Borgers would have caused Borgers to make reference thereto in
its reports on the consolidated financial statements for such year.
During the fiscal year ended July 31, 2019 and through April
16, 2020, there have been no “reportable events” (as
defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Borgers with a copy of the disclosure it is
making herein in response to Item 304(a) of Regulation S-K,
and requested that Borgers furnish the Company with a copy of its
letter addressed to the Securities and Exchange Commission (the
“SEC”), pursuant to Item 304(a)(3) of Regulation
S-K, stating whether or not Borgers agrees with the statements
related to them made by the Company in this report. A copy of
Borgers's letter to the SEC dated April 21, 2020 is
attached as Exhibit 16.1 to this report.
(b) Newly Engaged Independent Registered Public Accounting
Firm
On April 16, 2020, the Board approved the appointment of
Farber Hass Hurley LLP ("FHH") as the Company's new independent
registered public accounting firm, effective immediately, to
perform independent audit services for the fiscal year ending July
31, 2020. During the fiscal year ended July 31, 2019, and
through April 16, 2020, neither the Company, nor anyone on its
behalf, consulted FHH regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
with respect to the consolidated financial statements of the
Company, and no written report or oral advice was provided to the
Company by FHH that was an important factor considered by the
Company in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was the subject
of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) or a “reportable
event” (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
April 16, 2020, the Board adopted an amendment and restatement of
the Company’s Amended and Restated Bylaws (as so amended and
restated, the “Amended and Restated Bylaws”), which
became effective immediately upon adoption. The Amended and
Restated Bylaws add provisions that, among other things, augment
the notice provisions related to stockholder meetings and the order
of business at all meetings of stockholders. The Amended and
Restated Bylaws are also amended to confirm the fiscal year of the
Company ends July 31 consistent with its most recent filings with
the Commission.
The
preceding description of the amendments to the Amended and Restated
Bylaws is qualified in its entirety by reference to, and should be
read in conjunction with, the full text of the Amended and Restated
Bylaws, as amended, a copy of which is attached hereto as Exhibit
3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
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Item
8.01 Other Events.
As of
April 16, 2020, the Company completed the move of its principal
executive offices to 1206 East Warner Rd, Suite 101-I, Gilbert,
Arizona 85296. The Company’s telephone number was changed to
(480) 225-4052.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
SIGNATURES
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.
Dated:
April 16, 2020
Bio-Matrix
Scientific Group, Inc., a Delaware corporation
By: /s/ Mike
Witherill
Mike Witherill, President
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