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Unregistered Sale of Equity Securities, Other Events

Unregistered Sale of Equity Securities, Other Events


On June 9, 2014, EnzymeBiosSystems (“the Company” or the Registrant”) closed its Regulation S Offering, whereby, the Company sold 12,783,587 shares of unregistered restricted common stock to six foreign purchasers, at a price of $0.0766 per share. The total amount the Company received from this Offering was $980,000.

We completed this Offering pursuant an exemption from registration provided by Regulation S promulgated under the Securities Act. Each purchaser represented to us that they were a non-US person as defined in Regulation S. We did not engage in distribution of this offering in the United States. None of the securities were sold through an underwriter, and accordingly, there were no underwriting discounts or commissions involved. The shares were sold to acquaintances and friends of the officers and directors of the Company, and none of the purchasers are, to the knowledge of the Company, in the business of underwriting securities. The shares were purchased for investment purposes and not for resale. Appropriate legends were affixed to the stock certificates issued to each purchaser in accordance with Regulation S.


Cancellation of Shares

Berkeley Clinic, LC, an Arizona Limited Liability Company has agreed to cancel 11,000,000 of their common shares. Berkeley Clinic is a long-standing shareholder of EnzymeBioSysems. Following the cancellation of these shares, Berkeley Clinic will own 3,000,000 common shares. Berkeley Clinic also own 5,000,000 Preferred Voting Shares of EnzymeBioSystems, that carry a voting weight equal to ten (10) common shares. These shares were acquired when Berkeley Clinic sold their intellectual rights it owned to EnzymeBioSystems on May 2, 2014. (See Form 8-K, filed on May 6, 2014.)

Berkeley Clinic does not have any disagreements with the Company on any matter relating to its operations, policies or practices. Berkeley Clinic believes that by cancelling these shares it adds value to the remaining issued and outstanding shares.

On June 9, 2014, after the new RegS shares were issued, Berkeley Clinic returned to the Company 11,000,000 shares of its common stock, $0.001 par value per share, for cancellation. Following the cancellation of these shares, the Company will have 33,283,587 common shares issued and outstanding.