Form 8-K - Current report

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): December 26, 2023

Vicapsys Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

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

7778 Mcginnis 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

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 Act (17 CFR 230.425)

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 26, 2023, Vicapsys Life Sciences, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with AJB Capital Investments, LLC (“AJB”) pursuant to which the Company and AJB agreed to certain modifications to that certain (i) securities purchase agreement, dated as of June 27, 2023 between the Company and AJB (the “Purchase Agreement”) and (ii) Promissory Note in the original aggregate principal amount of $330,000 issued by the Company to Purchaser on June 27, 2023 (the “Note”) as described below. Defined terms used herein but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement and the Note.

Pursuant to the terms of the Letter Agreement, AJB and the Company agreed to (i) extend the Maturity Date of the Note to January 27, 2024, (ii) increase the Principal of the Note to $363,000, and (iii) amend Section 4(r) of the Purchase Agreement to extend the date on which the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Conversion Shares and Commitment Fee Shares, to January 27, 2024.

The information set forth above is qualified in its entirety by reference to the actual terms of the Letter Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Letter Agreement dated as of December 26, 2023 between Vicapsys Life Sciences, Inc. and AJB Capital Investments LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-2-

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: December 27, 2023	VICAPSYS LIFE SCIENCES, INC.

	/s/ Federico Pier
	Federico Pier
	Chief Executive Officer

-3-

Exhibit 10.1

December 26, 2023

Vicapsys Life Sciences, Inc.

7778 Mcginnis Ferry Rd. #270

Suwanee, GA 30024

Attn: CEO

E-mail: fpier@vicapsys.com

VIA ELECTRONIC MAIL

Re: Modifications

Dear Sirs:

Reference is made to that certain (i) securities purchase agreement, dated as of June 27, 2023, by and between VICAPSYS LIFE SCIENCES, INC., a Florida corporation, with headquarters located at 7778 Mcginnis Ferry Rd. #270, Suwanee, GA 30024 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Purchaser”) (the “Purchase Agreement”) and (ii) Promissory Note in the original aggregate principal amount of $330,000 issued by the Company to Purchaser on June 27, 2023 (the “Note”). Defined terms used herein but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement and the Note.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Purchaser consents (the “One-time Modifications”) to (i) extend the Maturity Date of the Note to January 27, 2024, (ii) increase the Principal of the Note to $363,000, and (iii) amend Section 4(r) of the Purchase Agreement to extend the date on which the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Conversion Shares and Commitment Fee Shares, to January 27, 2024. Accrued but unpaid interest on the Purchaser Note through the date hereof shall be due and payable on or before January 27, 2024.

Except as otherwise set forth herein, all terms and conditions of the Transaction Documents shall remain in full force and effect.

The modifications set forth in this Letter Agreement are limited to the matters expressly set forth herein and should not be construed as an indication that the Purchaser has agreed to any other modifications to, consents of, or waivers of any other terms or provisions of the Purchase Agreements or any Transaction Document or of the terms of any other agreement, instrument or security or any modifications to, consents of, or waivers of any default that may exist or occur thereunder.

The Company will file a Current Report on Form 8-K (the “8-K”) with the Securities and Exchange Commission (“SEC”) within one (1) day of execution of this Letter Agreement disclosing the terms hereof. Following filing of the 8-K with the SEC, the Company confirms that Purchaser will not be in possession of any material non-public information provided by the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not previously been publicly disclosed by the Company in a filing with the SEC.

The Company hereby covenants and agrees that, as of the date hereof, (i) the Purchaser has no confidentiality or similar obligation under any agreement to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents and (ii) the Purchaser has not made any agreement with the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent not to purchase or sell, long and/or short, the Common Stock or any other securities of the Company.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to choice of law principles. Any dispute arising under or relating to or in connection with this Letter Agreement shall be subject to the exclusive jurisdiction and venue of the State and/or Federal courts located in New York. This Letter Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

	Very truly yours,

	AJB Capital Investments, LLC

	By:	/s/ Ari Blaine
	Name:	Ari Blaine
	Title:	Partner

Acknowledged and Agreed:

VICAPSYS LIFE SCIENCES, INC.

By:	/s/ Federico Pier
Name:	Federico Pier
Title:	Chief Executive Officer

Page 2

Cover	Dec. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 2023
Entity File Number	000-56145
Entity Registrant Name	Vicapsys Life Sciences, Inc.
Entity Central Index Key	0001468639
Entity Tax Identification Number	91-1930691
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	7778 Mcginnis Ferry Rd. #270
Entity Address, City or Town	Suwanee
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30024
City Area Code	(972)
Local Phone Number	891-8033
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false