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): November 19, 2013
LIFE STEM GENETICS INC.
(Exact name of registrant as specified in its charter)
Nevada 333-183814 80-0832746
(State or other jurisdiction of (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
433 North Camden Drive, Suite 400, Beverly Hills, CA 90210
(Address of principal executive offices)
(310) 279-5234
(Registrant's telephone number, including area code)
(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 registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] 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
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
Effective November 19, 2013, we entered into a private placement agreement with
one person (the "SUBSCRIBER"). Pursuant to the agreement, we agreed to the
issuance of 300,000 units (each, a "UNIT") at a price of $1.00 per Unit. Each
Unit consisted of one share of our common stock (a "SHARE") and one warrant (a
"WARRANT"). Each Warrant is exercisable by the Subscriber into one common share
of our company stock (a "WARRANT SHARE") at price of $1.00 per Warrant Share for
a period of 12 months. The total proceeds from this private placement was
$300,000.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 19, 2013, we issued an aggregate of 300,000 shares of our common
stock pursuant to the private placement agreement referred to above.
We issued an aggregate of 300,000 shares of our common stock to one (1) non-US
person (as that term is defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S of the Securities Act of
1933, as amended.
ITEM 7.01 REGULATION FD DISCLOSURE
In connection with the October 21, 2013 private placement for an aggregate of
$500,000, we have now closed an aggregate of $800,000 of our planned $1,000,000
private placement of Units. We did not receive funds for the previously closing
of the remaining $200,000 as announced on November 19, 2013. As a result, we are
continuing to attempt to complete our planned financing of $1 million of Units.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Form of Subscription Agreement between our company and the Subscriber.
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: December 10, 2013
LIFE STEM GENETICS INC.
By: /s/ Gloria Simov
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Gloria Simov
President, Chief Executive Officer and Director
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