Item 3.02 Unregistered Sales of Equity Securities.

On April 14, 2016, (the “ Closing Date ”) Intellect Neurosciences, Inc. (the “ Company ”) entered into a stock purchase agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Investors ”), pursuant to which the Company sold an aggregate of $250,000 principal amount of its convertible promissory notes (each, a “ Note ”) to the Investors (the “ Financing ”). The Company received $250,000 gross proceeds. The Company also entered into agreements with other accredited investors for an additional $250,000 but has not closed yet on such amount and there can be no assurance that such additional subscriptions or any other additional subscriptions will be consummated.

The Notes are convertible, at the option of the holder, into shares of the Company’s common stock, par value $0.001 per share, at a per share price of $0.10 (the “ Conversion Price ”), subject to adjustment as provided in the Notes and subject to a total beneficial ownership limitation of 9.99% of the Company’s issued and outstanding common stock. Each Note has a maturity date (the “ Maturity Date ”) that is two years from the Closing Date. The Maturity Date may be accelerated, at the option of the holder, upon the occurrence of a Major Liquidity Event or a Minor Liquidity Event (each as defined in the Note).

In accordance with the Purchase Agreement, Investors who acquire Notes for cash subscription amounts may thereafter acquire Notes in exchange for shares of the Company’s Series G 8% Convertible Preferred Stock initially issued on July 1, 2015.

The Purchase Agreement included standard closing conditions. The Investors received piggy back registration rights for the shares issuable upon exercise of the Notes. In addition the closing was contingent upon the Company’s entering into an Intercreditor Agreement (the “ Intercreditor Agreement ”) by and among the Company, the Investors and certain holders of the Company’s outstanding promissory notes (the “ Junior Lenders ”). The purpose of the Intercreditor Agreement was to establish the relative priority of the Notes and the obligations due by the Company to the Junior Lenders and to provide for the orderly sharing of payments by the Company among the Investors and the Junior Lenders.

The Company intends to use the net proceeds from the Financing to pay $100,000 principal amount of outstanding promissory notes held by the Junior Lenders; to fund certain pre-clinical studies; and for general corporate purposes.

The Financing was conducted as a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, (the “ Securities Act ”) and Rule 506 of Regulation D promulgated thereunder.

The foregoing descriptions of the Financing, related agreements and materials do not purport to be complete and are qualified in their entirety by reference to the complete text of the (i) the form of Purchase Agreement filed as Exhibit 10.1 hereto and (ii) the form of Note filed as Exhibit 4.1 hereto, each of which is incorporated herein by reference.