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ENTEST BIOMEDICAL, INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders

May 23, 2014



Item 3.02 Unregistered Sales of Equity Securities

On May 22, 2014Entest BioMedical, Inc. ( the "Company") issued 80,000 shares of Series AAA Preferred Stock ("AAA Stock") to David R. Koos, the Company's Chairman, President and CEO as consideration for $10,000 of salary accrued and unpaid owed to David R. Koos by the Company.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of AAA Stock is entitled to cast that number of votes which is equivalent to the number of shares of AAA owned by such holder times thirty thousand (30,000). Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation, and AAA Stock shall vote as a single class on all matters submitted to the stockholders. As a result of the issuance of the AAA Stock, David R. Koos possesses in excess of 50% of the voting power of the Company as of May 22, 2014.

Item 3.03 Material Modification to Rights of Security Holders.

On May 15, 2014 the Company filed a CERTIFICATE OF DESIGNATION ("Certificate of Designations") with the Nevada Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as "Series AAA Preferred Stock" (hereinafter referred to as "Series AAA Preferred Stock").

The Board of Directors of the Company have authorized 300,000 shares of the Series AAA Preferred Stock, par value $0.0001. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AAA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such holder times thirty thousand (30,0000). Except as otherwise required by law holders of Common Stock, other series of Preferred issued by the Corporation, and Series AAA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

The issuance of the AAA Stock, with disproportionately high voting rights, will adversely affect the voting power of holders of common stock of the Company.

On May 22, 2014, the Entest Biomedical, Inc. ( the "Company") issued 80,000 shares of Series AAA Stock to David R. Koos, the Company's Chairman, President and CEO, as consideration for $10,000 of salary accrued and unpaid owed to David R. Koos by the Company.

To the extent that the AAA Stock may have anti-takeover effects, the Company believes that concentrating such voting power with the Chairman of the Company will encourage persons seeking to acquire the Company to negotiate directly with the Board of Directors enabling the Board of Directors to consider the proposed transaction in a manner that best serves the stockholders' interests.


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Source: Edgar Glimpses


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