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): June 19, 2014
 
CEREBAIN BIOTECH CORP .
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-54381
 
26-1974399
(State or other jurisdiction of incorporation)
  (Commission File Number)  
(I.R.S. Employer Identification No.)
 
13455 Noel Road, Suite 1000
Dallas, TX 75240
(Address of principal executive offices) (zip code)
 
(949) 415-7478
(Registrant’s telephone number, including area code)
 
Discount Dental Materials, Inc.
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 
 
Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 19, 2014, an amendment to our Articles of Incorporation filed with the State of Nevada went effective with the Financial Industry Regulatory Authority (FINRA), which (a) changed our name from “Discount Dental Materials, Inc.” to “Cerebain Biotech Corp.”, and (b) effected a 1-for-10 reverse stock split of our outstanding common stock.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On June 19, 2014, we issued a press release announcing: (a) our name change from “Discount Dental Materials, Inc.” to “Cerebain Biotech Corp.”, and (b) the effectiveness of a 1-for-10 reverse stock split of our outstanding common stock. A copy of the press release is furnished with this Current Report as Exhibit 99.1 .

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1
 
Press release dated June 19, 2014 issued by Cerebain Biotech Corp., announcing (a) the name change from “Discount Dental Materials, Inc.” to “Cerebain Biotech Corp.”, and (b) the effectiveness of a 1-for-10 reverse stock split of the outstanding common stock.

 
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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.

 
  Cerebain Biotech Corp.  
  a Nevada corporation  
       
Dated: June 23, 2014
By:
/s/ Eric Clemons  
    By : Eric Clemons  
    Its:   President  
 
 
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EXHIBIT 99.1
 
DISCOUNT DENTAL MATERIALS, INC. CHANGES ITS NAME TO CEREBAIN BIOTECH CORP.

Dallas, TX, June 19, 2014 – Discount Dental Materials, Inc. (OTCBB: DDOOD), announced that it has changed its name to Cerebain Biotech Corp. (“Cerebain” or “the Company”).
 
Cerebain’s President, Eric Clemons stated “Our shareholders and our company deserve a name that represents our mission. By taking on the Cerebain name, we can better differentiate ourselves from the competition and better market ourselves. This is important for both our shareholders and our company as we further expand our research and development efforts in the war against Alzheimer’s disease.”
 
As part of the change, the Company will trade under the ticker symbol “DDOOD” for the next 20 business days to ensure the market is aware of the corporate changes, after which the Company will trade under the symbol “CBBT” on the OTCBB. In addition to the name change and ticker symbol change, our common stock underwent a 1-for-10 reverse stock split, effective June 19, 2014.
 
About Discount Dental Materials, Inc.
 
Discount Dental Materials, Inc. was incorporated in Nevada on December 17, 2007. The Company’s business will revolve around the discovery of products for the treatment of Alzheimer’s disease utilizing Omentum. The Company’s approach will consider both a medical device solution as well as a synthetic drug solution. The Company’s operations will be conducted through its wholly-owned subsidiary, Cerebain Biotech Corp. For more information about Discount Dental and Cerebain Biotech, please visit the Company’s website at www.cerebain.com and www.otcmarkets.com , under the ticker symbol “DDOO”, to view the Company’s public filings and stock quote.
 
Forward Looking Statements
 
This news release contains certain "forward- looking statements." Forward-looking statements are based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, and many of which are beyond the Company's control. The forward-looking statements are also identified through the use of words "believe," enable," "may," "will," "could," "intends," "estimate," "anticipate," "plan," "predict" "probable," "potential," "possible," "should," "continue," and other words of similar meaning. Actual results could differ materially from these forward-looking statements as a result of a number of risk factors detailed in the Company's reports filed with OTC Markets. Given these risks and uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and no assurances can be given that such statements will be achieved.
 
Contact:
Mr. Alan Klitenic
Discount Dental Materials, Inc.
(888) 430-2221
info@cerebain.com