Libertas Trust Amends BioRegenx Stake

TL;DR

Libertas Trust (Bird group) updated their BioRegenx stake filing on 7/22.

AI Summary

Libertas Trust, a group including Joseph S. Bird, Jr. and Suzanne Bird, has amended its Schedule 13D filing for BioRegenx, Inc. on July 22, 2024. The filing indicates a change in beneficial ownership, though specific dollar amounts or percentage changes are not detailed in this excerpt. The group's address is in Chattanooga, TN.

Why It Matters

This filing signals a potential shift in control or significant investment in BioRegenx, Inc. by Libertas Trust, which could influence the company's future direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant shifts in a company's shareholder base, potentially impacting stock price and corporate strategy.

Key Players & Entities

• Libertas Trust (company) — Filing entity
• Joseph S. Bird, Jr. (person) — Member of filing group
• Suzanne Bird (person) — Member of filing group
• BioRegenx, Inc. (company) — Subject company
• J.M. Walker & Associates (company) — Authorized to receive notices

FAQ

Key Financial Figures

• $0.001 — relates to the common stock, par value $0.001 of BioRegenx, Inc., a Nevada corporatio

Filing Documents

• bioregenx_sc13da-libertas.htm (SC 13D/A) — 52KB
• 0001683168-24-004990.txt ( ) — 53KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $0.001 of BioRegenx, Inc., a Nevada corporation. The principal office of the Issuer is located at 7407 Ziegler Road, Chattanooga TN 37421

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. This statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Libertas Trust, Suzanne Bird and Joseph S. Bird, Jr. Libertas Trust is a trust organized under the laws of Tennessee with its primary office located at 7639 Davidson Road, Chattanooga, TN 37421. Suzanne Bird and Joseph S. Bird Jr. are U.S. citizens. Suzanne Bird is a financial administrator for the Fertility Clinic located at 7407 Ziegler Road, Chattanooga, TN and Joseph S. Bird Jr. is a physician and 50% owner for the Fertility Clinic. Suzanne Bird and Joseph S. Bird Jr. are Co-Trustees of the Libertas Trust. Suzanne Bird is a Director of BioRegenx, Inc. Libertas Trust, Suzanne Bird and Joseph S. Bird, Jr. have not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 29, 2022, the Issuer entered into an Agreement and Plan of Reorganization with shareholders of BioRegenx, Inc, a privately held Nevada corporation. Pursuant to the terms of the Merger Agreement, the Issuer purchased all of the issued and outstanding BioRegenx shares in exchange for the issuance of an aggregate of 851,977,296 common shares and 3,800 Series A Preferred Shares of the Issuer. The Issuer filed the Articles of Merger on March 8, 2024 with the state of Nevada.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. On December 29, 2022, the Issuer entered into an Agreement and Plan of Reorganization with shareholders of BioRegenx, Inc, a privately held Nevada corporation. Pursuant to the terms of the Merger Agreement, the Issuer purchased all of the issued and outstanding BioRegenx shares in exchange for the issuance of an aggregate of 851,977,296 common shares and 3,800 Series A Preferred Shares of the Issuer. The Issuer filed the Articles of Merger on March 8, 2024 with the state of Nevada. Except as set forth above, the reporting persons have no present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; 5 (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national s

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof: Libertas Trust is the direct beneficial owner of 84,799,264 common shares, representing approximately 8.86% of the outstanding common stock of the Issuer. Suzanne Bird is the direct beneficial owner of 416,100 common shares of Issuer common stock, representing approximately .04% of outstanding common stock of the Issuer, and she may be deemed to share indirect beneficial ownership of a total of 84,799,264 common stock owned by Libertas Trust representing 8.86 % of the outstanding common stock of the Issuer and 7,056,000 common stock owned by Joseph S. Bird representing .74% of the outstanding common stock of the Issuer. Joseph S. Bird, Jr. is the direct beneficial owner of 7,472,100 shares of Issuer common stock, representing approximately .78% of outstanding common stock of the Issuer, and he may be deemed to share indirect beneficial ownership of a total of 84,799,264 common stock owned by Libertas Trust representing 8.86 % of the outstanding common stock of the Issuer. The percentage calculations in item 5(a) are based on 956,530,100 common shares and 3,800 Series A preferred shares as of April 14, 2024. (b) The information contained in rows 7, 8, 9 and 10 on each of the cover pages is incorporate by reference in its entirety into this

(b)

Item 5(b). (c) No other transactions were effected in the Issuer’s common stock or Series A preferred stock during the last sixty days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares beneficially owned by the reporting persons (e) The reporting persons are now the beneficial owner of more than five percent of the outstanding voting securities of the Issuer.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Suzanne Bird, a Co-Trustee of the Libertas Trust, is also a Director of the Issuer.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not Applicable. 6

SIGNATURES

SIGNATURES After reasonable inquiry and the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: July 22, 2024 Libertas Trust Suzanne Bird Joseph S. Bird, Jr. By :/s/Joseph S. Bird, Jr. /s/Suzanne Bird /s/Joseph S. Bird, Jr. Joseph S. Bird, Jr, Co-Trustee Suzanne Bird Joseph S. Bird, Jr. By: /s/Suzanne Bird Suzanne Bird Co-Trustee 7

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View this SC 13D/A filing on SEC EDGAR