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): July 2, 2015

 

Commission File Number 333-154989

 

ENTEST BIOMEDICAL, INC.

(Exact Name of Company as Specified in Charter)

 

Nevada 26-3431263
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
   
4700 Spring Street, Suite 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 5.03 Amendment of Articles of Incorporation

On July 2, 2015 Entest Biomedical, Inc. ( the “Company”) filed a Certificate of Change with the Nevada Secretary of State authorizing changes to the Company’s Articles of Incorporation.

The changes are as follows:

(i)Authorized common shares have been reduced from 6,000,000,000 to 500,000,000 authorized shares.
(ii)A 1 for 150 reverse stock split of all issued series of stock with the exception of the Corporation’s authorized Non Voting Convertible Preferred Stock. One share of Common Stock will be issued after the exchange for one hundred and fifty shares of Common Stock issued. One share of each series of preferred Stock (with the exception of the Corporation’s authorized Non Voting Convertible Preferred Stock) will be issued after the exchange for one hundred and fifty shares of each series of Preferred Stock issued

The changes become effective July 27, 2015.

Item 9.01 Exhibits.

Exhibit No.   Description of Exhibit
3(i)   TEXT OF CERTIFICATE OF CHANGE.

 

 

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.
   
Dated: July 3, 2015 By: /s/ David Koos
  David Koos
  Chief Executive Officer

 


Exhibit 3(i)

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1. Name of corporation:

Entest Biomedical, Inc.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

6,000,000,000 shares of Common Stock having a $.0001 par value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value.

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

500,000,000 shares of Common Stock having a $.0001 par value, and 5,000,000 shares of Preferred Stock having a $.0001 par value and 200,000 shares of Non Voting Convertible Preferred Stock having a $1.00 par value.

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The change affects all issued series of stock with the exception of the Corporation’s authorized Non Voting Convertible Preferred Stock . The change is a 1 for 150 reverse stock split of all issued series of stock with the exception of the Corporation’s authorized Non Voting Convertible Preferred Stock. One share of Common Stock will be issued after the exchange for one hundred and fifty shares of Common Stock issued. One share of each series of preferred Stock (with the exception of the Corporation’s authorized Non Voting Convertible Preferred Stock) will be issued after the exchange for one hundred and fifty shares of each series of Preferred Stock issued (with the exception of the Corporation’s authorized Non Voting Convertible Preferred Stock).

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares of Common Stock shall be rounded up to the nearest whole share. 

7. Effective date and time of filing: (optional) Date: July 27, 2015 Time: