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 EARLIEST EVENT REPORTED—~~May 21~~March 29, ~~2015~~2016

VG LIFE SCIENCES INC.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

000-26875

(Commission File Number)

33-0814123

(IRS Employer Identification Number)

121 Gray Avenue, Suite 200

Santa Barbara, CA 93101

(Address of Principal Executive offices)

(805) 879-9000

(Registrant’s telephone number, including area code)

N/A

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

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

~~[_]~~ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

~~[_]~~ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

~~[_]~~ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 15.~~01.~~02 ~~ENTRY~~DEPARTURE ~~INTO~~OF ADIRECTORS ~~MATERIAL~~OR ~~DEFINITIVE~~CERTAIN ~~AGREEMENT~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

AsJohn ~~previously disclosed~~Tynan, ~~effective~~the ~~July~~Company’s President, ~~2013~~CEO and ~~amended~~director, inshall ~~September~~be ~~2014~~resigning effective April 1, we2016. ~~entered~~Mr ~~into~~Tynan adoes ~~Patent~~not ~~License~~receive ~~Agreement~~cash ~~with~~compensation ~~S&W~~for ~~regarding~~his ~~certain~~services ~~intellectual~~as ~~property~~an ~~and~~executive ~~patents~~officer ~~developed~~and ordirector ~~co-developed~~of byour DrCompany. MMr. ~~Karen~~Tynan ~~Newell~~receives ~~for~~equity-based ~~her~~compensation ~~employer,~~for ~~Texas~~his ~~A&M~~services. ~~University~~He ~~Hospital~~is ~~Science~~a ~~Center,~~managing ormember ~~HSC.~~of ~~HSC~~MedBridge ~~has~~Venture ~~previously~~Fund, ~~granted~~LLC, ~~S&W~~or ~~the~~MVF, ~~exclusive~~through ~~right~~Wild toHarp ~~market~~Holdings, ~~and license these rights. Under the Patent License Agreement~~LLC, ~~S&W~~ ~~granted us~~ an ~~exclusive~~entity ~~license~~which ~~under~~he ~~the~~controls. ~~patent~~Mr. ~~rights~~Tynan ~~and~~has ~~intellectual~~directed that ~~property~~equity-based tocompensation ~~make,~~for ~~have~~his ~~made,~~management ~~use~~services ~~and~~pursuant ~~sell~~to the ~~licensed~~ ~~products~~MVF ~~worldwide~~agreement ~~and~~should inbe ~~all~~issued ~~applications,~~in to the ~~end~~name of ~~the~~his ~~patent term~~designee, MVF. ~~The~~As ~~U.S. and international provisional patent rights include MHC Engagement and CLIP Modulation for the Treatment~~ of ~~Disease, CLIP Modulation for~~ the ~~Treatment~~effective date of ~~Mucosal~~his ~~Diseases~~resignation, ~~Cancer~~ ~~Biomarkers,~~all ~~Therapeutics~~compensation ~~and~~owed ~~Methods~~for ~~and~~his ~~Products~~services ~~For~~shall ~~Treating~~be ~~Preeclampsia~~paid ~~and~~in ~~Modulating~~full ~~Blood~~to ~~Pressure, and Treating Neurological Diseases~~MVF.

WeDavid ~~were required to make an initial $50~~Odell,~~000 payment~~ tothe ~~S&W,~~Company’s ~~and~~CFO ~~were obligated to make royalty payments to S&W of 3% of net sales in developed countries~~ and ~~0.5% of~~ ~~net sales in underdeveloped countries~~director, ofshall ~~licensed~~be ~~products~~resigning oreffective ~~services~~April ~~requiring their use~~1, ~~subject~~2016. toMr. ~~adjustment~~Odell asdoes ~~defined~~not ~~in the~~receive ~~agreement.~~cash Incompensation ~~consideration~~ for ~~Amendment~~his 1services ~~dated~~as ~~September 9, 2014, we were required to make~~ an ~~additional payment of $25,000~~executive toofficer ~~S&W.~~and ~~Additionally,~~director ~~in order to maintain the license, we were required to pay S&W minimum annual consideration~~ of ~~$20,000, in~~our ~~combination with the aforementioned royalties~~Company. ~~Both~~He ~~the~~is ~~$25,000~~a ~~additional~~managing ~~payment~~member ~~and~~of ~~$20~~MVF,~~000~~ ~~minimum~~through ~~annual~~DW ~~consideration for~~Odell ~~calendar year 2014 were due on January 1~~Company, ~~2015~~LLC, ~~however~~an weentity ~~defaulted~~which onhe ~~such payments~~controls. ~~As a result, we received notice of termination~~ ~~dated~~Mr. ~~March~~Odell ~~10,~~receives ~~2015,~~equity-based ~~which~~compensation ~~resulted~~for inhis ~~termination~~services. ~~under the Amended Patent License Agreement on May 9, 2015~~Mr. ~~S&W~~Odell has ~~the right~~directed ~~under~~that ~~the~~equity-based ~~Amended~~compensation ~~Patent~~for ~~License~~his ~~Agreement~~management services pursuant to ~~charge~~the ~~daily~~MVF ~~interest~~agreement onshould ~~overdue~~be ~~payments~~issued ~~commencing~~in on the ~~31st day~~name ~~after~~of ~~the~~his ~~payment~~designee, isMVF. ~~due~~As atof the ~~lower~~effective date of ~~either~~his ~~one~~resignation, all ~~and~~compensation aowed ~~half~~for ~~percent~~his ~~per~~services ~~month~~shall orbe ~~the~~paid ~~highest~~in ~~legal~~full ~~interest~~to ~~rate~~MVF.

Effective ~~January~~as 1,of ~~2015,~~April ~~on May 21~~1, ~~2015~~2016, we ~~reinstated~~ the ~~Amended~~Company’s Chief ~~Patent~~Operating ~~License~~Officer, ~~Agreement~~Jill ~~with~~Deering, ~~S&W~~shall ~~after~~be ~~its termination~~resigning. InEffective ~~consideration~~as ~~for the reinstatement~~ of ~~the~~ ~~Amended~~April ~~Patent License Agreement~~1, ~~we are required to pay $45~~2016,~~000~~ nothe ~~later~~Company’s ~~than June 15~~Controller, ~~2015~~Mr. ~~If S&W does not~~Caleb ~~receive payment of $45~~Rhoads,~~000~~ ~~and~~shall anbe ~~annual due diligence report in accordance with Section 5~~resigning.~~2(b)~~ As of the ~~Amended~~effective ~~Patent~~date ~~License~~of ~~Agreement, by~~their ~~June~~respective 15resignations, ~~2015,~~all ~~the~~compensation ~~Amended~~owed ~~Patent~~to ~~License~~Mrs. ~~Agreement~~Deering ~~will automatically terminate on June 15, 2015, with no further notice required~~and ~~by S&W~~Mr. ~~Upon~~Rhoads ~~termination,~~for ~~all~~their ~~rights~~services ~~granted~~has bybeen ~~the~~paid ~~Amended~~in ~~License Agreement will revert back to S&W~~full.

~~ITEM~~As 9of April 1, 2016, the Company’s new CEO and CFO shall be Haig Keledjian, who was previously serving as Vice President of Research and Development and Secretary for the Company.01 Mr. ~~FINANCIAL~~Keledjian ~~STATEMENTS~~shall ~~AND~~continue ~~EXHIBITS~~to serve as Vice President of Research and Development and Secretary, in addition to serving as CEO and CFO, for the Company. Mr. Keledjian shall also serve as director for the Company. The terms of Mr. Keledjian’s compensation shall be as follows:

Exhibit No.	Description
10.1	Reinstatement of the Amended Patent License Agreement between Scott & White Healthcare and VG Life Sciences Inc., dated May 21, 2015.

Effective April 1, 2016, the Company shall enter into a one-year employment agreement with Haig Keledjian. The terms of the employment provides for an annual base salary of $195,000 for Mr. Keledjian. The employment agreement also provides for the award of 5,000 stock option grants annually to Mr. Keledjian. The exercise price for the options is based upon the volume weighted average price, or VWAP, 20 days after the grant date. All option awards are fully vested on grant, expire in December 2018, and allow for cashless exercise.

~~SIGNATURES~~The employment agreement provides Mr. Keledjian with certain one-year severance benefits in the event the Company terminates him without cause, as such term is defined in the employment agreement. Mr. Keledjian shall be compensated by the Company through a single sum payment due within 30 days after such termination in an amount equal to the annual Salary in effect as of the date of termination and payable in cash or, at Mr. Keledjian election, in stock, and the minimum number of all options that would be due to Employee during the Initial Term had the Agreement not been terminated or, in the case of a subsequent one-year extension, the Annual Option due for that year, provided that the exercise price of all such options shall be determined using the VWAP as of the effective date of termination. In the event Mr. Keledjian is terminated by the Company in the event of "good reason," as such term is defined in the employment agreement, or for any other reason, no severance benefits are owed to Mr. Keledjian.

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

	VG LIFE SCIENCES, INC.
Date: May 21, 2015	By: /s/ John Tynan
	Name: John Tynan
	Title: Chief Executive Officer

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

	VG LIFE SCIENCES, INC.

Date: March 29, 2016	By: /s/ John Tynan
	Name: John Tynan
	Title: Chief Executive Officer

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