8-K

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

Dateof Report (Date of earliest event reported): May 31, 2023

VicapsysLife Sciences, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-56145	91-1930691
(State<br> or other jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File<br> Number)	(I.<br> R. S. Employer<br><br> <br>Identification<br> No.)

7778Mcginnis Ferry Rd. #270

Suwanee,GA 30024

(Address of principal executive offices, including ZIP code)

(972)891-8033

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
N/A	N/A	NA

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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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:

☐	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01	Entry into a Material Definitive Agreement.

On March 31, 2023, Vicapsys Life Sciences, Inc.(the “Company”) and The General Hospital Corporation d/b/a Massachusetts General Hospital (the “Hospital”) entered into a Ninth Amendment to the Exclusive Patent License Agreement (the “Ninth Amendment”). The Company and Hospital are Parties to an Exclusive Patent License Agreement, MGH Agreement No. A215841, effective as of May 8, 2013, as previously amended effective as of January 22, 2014, May 6, 2014, August 25, 2014, December 1, 2014, October 27, 2016, February 6, 2017, December 22, 2017, and as further amended on March 14, 2022 (the “Agreement”). The Company and Hospital entered into the Ninth Amendment in order to add new Patent Rights under Section 1.11 of the Agreement and to update the Diligence Requirements set forth under Section 3.1 of the Agreement, both of which are set forth in the Ninth Amendment.

;

The foregoing does not purport to be a complete description of Ninth Amendment to the Exclusive Patent License Agreement and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1.1, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
Exhibit No.	Description
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10.1	Ninth Amendment tot eh Exclusive Patent License Agreement
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Date:<br> June 2, 2023	VICAPSYS LIFE SCIENCES, INC.
	/s/ Federico Pier
	Federico<br> Pier
	Chief<br> Executive Officer

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Exhibit10.1

NINTHAMENDMENT TO THEEXCLUSIVE PATENT LICENSE AGREEMENT

(MGH Cases No 01416, 22497, 24644)

Agreement No. 2022-3833

This Ninth Amendment (“Ninth Amendment”), effective May 30, 2023 (“Ninth Amendment Effective Date”), to the Exclusive Patent License Agreement is by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a non-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”) and Vicapsys, Inc with its principal place of business located at 1234 Airport Road, Destin, Florida 32541 (“Company”).

WHEREAS, Hospital and Company are Parties to an Exclusive Patent License Agreement, MGH Agreement No. A215841, effective as of May 8, 2013, as previously amended effective as of January 22, 2014, May 6, 2014, August 25, 2014, December 1, 2014, October 27, 2016, February 6, 2017, December 22, 2017, and as further amended on March 14, 2022 (the “Agreement”);

WHEREAS, Company desires to amend the Agreement in order to add new Patent Rights (Section 1.11) and to update the Diligence Requirements (Section 3.1);

Now, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.	The<br> Agreement is hereby amended by deleting Section 1.11 in its entirety and inserting the following<br> language in its place:

1.11 “Patent Rights” shall mean, inclusively, (i) the PCT Patent Application number PCT/US00/09678, filed on April 7, 2000, with the MGH Case Number 01416 (ii) the PCT Patent Application number PCT/US2013/068916 filed on November 7, 2013 with the MGH Case Number 22497 and (iii) the PCT patent application PCT/US2018/051950 filed on September 20, 2018 with the MGH Case Number 24644, and/or the equivalent of such applications including any division, continuation (but not including continuation-in-part) , US and foreign patent application, Letters Patent, and/or the equivalent thereof issuing thereon, and/or reissue, reexamination or extension thereof, as may be further described in Appendix A-2.”

2.	Section<br> 3.1 of the Agreement is hereby amended by adding the following Diligence Requirement for<br> MGH 24644 Patent Rights:

“Within one (1) year of the Ninth Amendment Effective Date Company shall submit a research and development plan for the Patent Rights associated with MGH 24644 with mutually acceptable Diligence Requirements to be added by amendment to the Agreement for development of the Product or Process for the therapy and/ or prophylaxis of a human disorder in the License Field.”

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| --- | | 3. | Section<br> 4.1 is hereby amended by adding the following sentence at the end of the Section: | | --- | --- |

“As of the Ninth Amendment Effective Date, Hospital has incurred approximately three thousand nine hundred and fifty-six dollars ($3,956) in Patent Costs towards the Patent Rights for MGH 24644, which amount Company shall pay to Hospital by July 31, 2023.”

4.	Appendix<br> A-1 of the Agreement is hereby amended by deleting it entirely and replacing it with the<br> attached Appendix A-2.
5.	In<br> consideration of the addition of Patent Rights in Section 1.11, Company shall pay Hospital<br> a non-refundable one-time license fee of two thousand dollars ($2,000) which shall be due<br> upon execution of this Ninth Amendment.
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6.	Effect<br> of Amendment. Except as otherwise amended hereby, the Agreement and all of its terms<br> and conditions are hereby ratified and confirmed in all respects and remain in full force<br> and effect.
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7.	Headings.<br> All headings are for convenience only and shall not affect the meaning of any provision of<br> this Agreement.
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8.	Execution<br> in Counterparts; Facsimile or Electronic Transmission. This Ninth Amendment may be executed<br> in counterparts, and by facsimile or electronic transmission. This Ninth Amendment may be<br> executed electronically/digitally in compliance with the Massachusetts Uniform Electronic<br> Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global<br> And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this Ninth Amendment agree<br> that, if used, electronic/digital signatures are intended to authenticate this writing and<br> to have the same force and effect as the use of manual signatures.
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IN WITNESS WHEREOF, the Parties have caused this Ninth Amendment to be executed by their duly authorized representatives as of the Ninth Amendment Effective Date first written above.

THE GENERAL HOSPITAL CORPORATION		Vicapsys Inc.
BY:	/s/ Emilie Braun	BY:	/s/ Federico Pier
Name:	Emilie<br> Braun	Name:	Federico<br> Pier
Title:	Senior<br> Director, BD&L	Title:	CEO
Date:	May<br> 31, 2023	Date:	May<br> 31, 2023

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DESCRIPTIONOF PATENT RIGHTS

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Information	Country	Type	Application Number	Patent Number	Application Date	Status
01416.01	US	Provisional	60/128,272	None	Apr<br> 8, 1999	Converted
01416.02	US	Provisional	60/168,952	None	Dec<br> 3, 1999	Converted
01416.03	WIPO	PCT	PCT/US00/09678	None	Apr<br> 7, 2000	Nationalized
01416.07	EPO	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.12	France	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.13	Germany	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.14	Ireland	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.15	Switzerland	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.16	UK	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.17	Sweden	PCT	00922067.4	1169348	Apr<br> 7, 2000	Issued
01416.04	US	Utility	09/546,153	6,448,054	Apr<br> 7, 2000	Issued
01416.08	US	Divisional	10/191,988	7,141,363	Jul<br> 9, 2002	Issued
01416.11	US	Divisional	11/407,477	7,775,469	Apr<br> 20, 2006	Issued
22497.01	WIPO	PCT	PCT/US2013/068916	None	Nov<br> 7, 2013	Nationalized
22497.09	Russia	PCT	2016120644	2665359	Nov<br> 7, 2013	Issued
22497.10	Ukraine	PCT	2016<br> 06075	None	Nov<br> 7, 2013	Pending
22497.11	Japan	PCT	2016-527332	6538042	Nov<br> 7, 2013	Issued
22497.13	Australia	PCT	2013404939	2013404939	Nov<br> 7, 2013	Issued
22497.15	EPO	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497-23	Sweden	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497-24	Norway	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497-25	Netherlands	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497-26	UK	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497-27	Germany	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497-28	France	PCT	13896941.5	3065701	Nov<br> 7, 2013	Issued
22497.02	US	PCT	15/019,449	9,775,816	Feb<br> 9, 2016	Issued
22497.20	US	Continuation	15/179,567	9,849,094	Jun<br> 10, 2016	Issued
22497.21	US	Continuation	15/590,587	9,849,159	May<br> 9, 2017	Issued
22497.22	US	Divisional	15/813,917	10,580,262	Nov<br> 15, 2017	Issued
24644.01	US	Provisional	62/561,058	None	Sep<br> 20, 2017	Converted
24644.02	WIPO	PCT	PCT/US2018/051950	None	Sep<br> 20, 2018	Nationalized
24644-04	EPO	PCT	18857678.9	None	Sep<br> 20, 2018	Pending
24644-03	US	PCT	16/648,569	None	Mar<br> 18, 2020	Pending

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