UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the

~~Pursuant to Section 13 or 15(d) of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2127, 2014

INTELLICELL BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-49388	~~333~~91-~~49388~~196648		~~91-1966948~~
(State or other jurisdiction of incorporation)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer Identification Number)		~~(IRS Employer Identification No.)~~

460 Park Avenue, 17th Fl ~~New York, NY 10022 (Address of principal executive offices)~~

New York, NY 10022

(Address of principal executive offices)

(646) 576-8700

(Registrant’s telephone number, including area code)

~~Check~~¨ Written ~~the~~communication ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

¨ 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~~40.13e-4(c))

~~Item~~ 1~~.01. Entry into a Material Definitive Agreement~~

OnItem ~~October 21, 2014, Intellicell Biosciences, Inc~~5.,02 aDeparture ~~Nevada~~of ~~corporation~~Directors ~~(the~~or ~~“Company”)~~Certain ~~executed~~Officers; anElection ~~Advisory~~of ~~and~~Directors; ~~Consulting~~Appointment ~~Agreement (the~~of ~~“Agreement”)~~Certain ~~having~~Officers; anCompensatory ~~effective~~Arrangements ~~date~~ of ~~October~~Certain ~~7, 2014 (the “Effective Date”) with Dawson James Securities, Inc~~Officers. (“Dawson James”), pursuant to which Dawson James shall render consulting advice to the Company relating to capital markets and business advisory services as specifically set forth in the Agreement. Such services shall include, but not be limited to, services as a placement agent as well as services related to merger/acquisition matters.

~~The~~Effective ~~Agreement~~October ~~provides that~~27, ~~in exchange for the services provided thereunder~~2014, the ~~Company shall pay Dawson James a nonrefundable fee paid as preferred~~Board ~~stock providing for a future conversion to the number~~ of ~~shares~~Directors of ~~Company~~Intellicell ~~common~~Biosciences, ~~stock~~Inc., ~~equivalent~~a toNevada ~~ten~~corporation ~~percent~~ (~~10%) of~~ the ~~then~~ ~~fully diluted stock of the~~ “Company”) ataccepted the ~~time~~amicable resignation of ~~conversion~~Mr. ~~The~~Myron ~~Company’s~~Holubiak ~~completion~~as of a ~~minimum~~director of ~~$15 million of new investor financing, or~~ the ~~acquisition of the~~ Company,. ~~shall be the conversion trigger for such preferred stock~~Mr. ~~Furthermore, Dawson~~Holubiak ~~James~~served ~~shall~~on bethe ~~entitled~~audit tocommittee aand ~~Finder’s~~on ~~Closing Fee (as such term is defined in~~ the ~~Agreement)~~corporate ~~equal to eight percent~~governance/nominating ~~(8%)~~committee ofat the ~~aggregate~~time ~~purchase price paid in connection with any transaction consummated in whole or part during the term~~ of ~~the Agreement~~his ~~with~~resignation. ~~any~~The ~~investor~~Company ~~introduced~~intends to ~~the~~replace ~~Company~~Mr. byHolubiak ~~Dawson~~as ~~James.~~a ~~The~~board ~~Agreement~~member, ~~further~~as ~~provides~~well ~~that~~as ~~the~~an ~~Company~~audit ~~shall issue~~committee ~~Dawson~~and ~~James~~corporate ~~warrants~~governance/nominating ascommittee ~~additional~~member, ~~compensation~~in asthe ~~more~~near ~~specifically provided therein~~future.

Pursuant to the Agreement, the Company agrees to retain, and Dawson James agrees to act, as the Company’s lead underwriter for the Company of registered securities to be issued by the Company, including shares, and if applicable, warrants to purchase shares of the Company’s common stock in connection with a “best efforts” or “firm commitment” offering to be made pursuant to an effective registration statement to be filed by the Company under the Securities Act of 1933, with said underwriting being completed concurrent with the listing of the Company’s stock on a national exchange.2

The Agreement further provides that the Company shall indemnify and hold harmless Dawson James and certain other indemnified parties against certain liabilities incurred. The Agreement may be terminated by the Company only in the event of a material breach by Dawson James of its obligations thereunder, provided such breach remains uncured for a period of fifteen (15) days after written notice of the breach and opportunity to cure having been provided to Dawson James.SIGNATURES

~~The~~Pursuant ~~foregoing description of the Agreement is not complete and is qualified in its entirety by reference~~ to the ~~full~~requirements ~~text~~ of the ~~Agreement,~~Securities Exchange aAct ~~copy~~ of ~~which is~~1934, ~~filed~~the asregistrant ~~Exhibit~~has ~~10.1~~duly tocaused this Current Report onto ~~Form~~be ~~8-K,~~signed ~~which~~on isits ~~incorporated~~behalf by ~~reference~~the ~~herein~~undersigned hereunto duly authorized.

Item 9.01. financial statements and exhibits

	INTELLICELL BIOSCIENCES, INC.


Dated: October 28, 2014	By:	/s/ Dr. Steven Victor
		Name: Dr. Steven Victor
		Title: Chief Executive Officer

~~(a) Not applicable.~~3

(b) Not applicable.

(d) Exhibit No. Description:

EXHIBIT NO.		DESCRIPTION		LOCATION
Exhibit 10.1		Advisory and Consulting Agreement, dated effective as of October 7, 2014, by and between the Company and Dawson James Securities, Inc.			Provided herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTELLICELL BIOSCIENCES, INC.
Dated: October 21, 2014	By:	/s/ Dr. Steven Victor
		Name: Dr. Steven Victor
		Title: Chief Executive Officer

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