UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(date OFof ~~1934~~earliest event reported): August 16, 2017

~~Date of Report (date of earliest event reported): November 28~~SWEEGEN, ~~2016~~INC.

~~SWEEGEN, INC.~~ (Exact name of registrant as specified in its charter)

Nevada	333-190547	80-0910515
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

30321 Esperanza Avenue Rancho Santa Margarita, California		92688
(address of principal executive offices)		(zip code)
(Address of principal executive offices)		(Zip Code)

(949) 709-0583 ~~(registrant’s telephone number, including area code)~~

~~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~~ (~~see~~Registrant's ~~General~~telephone ~~Instruction~~number, ~~A.2.~~including ~~below~~area code):

.Check ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) . Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K .filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant .under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~Item~~[ ] 1Written communications pursuant to Rule 425 under the Securities Act.~~01.~~

~~Entry~~[ ] ~~into~~Soliciting amaterial ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14a-12 under the Exchange Act.

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

On[ ] ~~November~~Pre-commencement ~~28,~~communications ~~2016, SweeGen, Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with Ingredion Incorporated (“Ingredion”)~~ pursuant to ~~which~~Rule Ingredion will serve as the Company’s global distributor for the Company’s high purity stevia sweetener Rebaudioside M and Rebaudioside D products (the “Products”). Pursuant to the terms of the Distribution Agreement, Ingredion will serve as the exclusive distributor of the Products other than to the Company’s intended in13e-~~house accounts~~ 4(~~the “House Accounts”~~c) ~~and~~under ~~other than within~~ the ~~People’s~~Exchange ~~Republic of China (the “PRC”)~~Act. The Company’s House Accounts are entities with whom the Company is in active discussions regarding direct distribution of the Products and include Coca-Cola, Kraft-Heinz, Dannon and Ferrero. Ingredion will serve as a non-exclusive distributor of the Products in the PRC. The parties intend to initiate distribution pursuant to the terms of the Distribution Agreement within the United States and expand as the parties collaborate on respective regulatory approvals for the Products in other markets.

~~The~~Item Distribution Agreement generally allows the Company to grant its House Accounts the right to first market and use the Products in each of their respective fields until December 31, 2017. The Company has also agreed that after January 1~~, 2019, no new customers or equity investors may become House Accounts for so long as Ingredion has complied with its minimum distribution commitments~~.01.Entry ~~Ingredion~~into ~~will be the preferred servicing entity for each of the Company’s House Accounts and will receive~~ a ~~fee~~Material ~~from~~Definitive ~~the Company for each House Account serviced, calculated at a percentage of the net sales of the Products by the Company to a corresponding House Account~~Agreement.

~~Ingredion~~Sweetener ~~has~~Business ~~agreed~~Separation ~~not~~Binding toTerm represent any other stevia-based products other than those that are manufactured by Ingredion or its affiliates and has the right of first offer to distribute, for food applications only, any new sweetener products that may be developed or made available to the Company during the term of the Distribution Agreement with definitive terms and conditions subject to the parties’ further agreements (the “Right of First Refusal on Additional Products”), except that engaged House Accounts and any investor of more than $2 million in the Company shall have the right to first market and use such new products in their respective fields from their respective first sale, in no case past December 31, 2017. In addition, beginning in the third year of the term of the Distribution Agreement and continuing until the termination of the Distribution Agreement, Ingredion will be required to purchase from the Company a minimum number of Products agreed to by the parties in good faith. If Ingredion breaches this provision, the Company has the right to convert the nature of Ingredion’s distribution to non-exclusive distribution and terminate the Right of First Refusal on Additional Products.Sheet

~~Ingredion~~On ~~holds~~August a16, non-exclusive license from an unaffiliated third party authorizing Ingredion to use certain Rebaudioside related compound patents and patent applications necessary to the sale of the Products. Pursuant to the terms of such license2017, ~~Ingredion is permitted to grant one sub-license~~SweeGen, ~~which~~Inc. ~~Ingredion decided grant to the Company to use such third party Rebaudioside related compound patents and patent applications~~ (the “~~Sub-License~~Company”) soentered ~~long~~into ~~as Ingredion holds~~ a ~~minority~~Stevia ~~equity~~Sweetener ~~ownership~~Business inSeparation ~~the~~Binding ~~Company~~Term ~~and~~Sheet ~~is actively engaged in~~ (the ~~distribution~~“Term ~~and~~Sheet”) ~~marketing~~with ofPhyto ~~the~~Tech ~~Products~~Corp. Asd/b/a ~~such,~~Blue onCalifornia ~~November~~(“Blue 29California”), ~~2016,~~a ~~Ingredion~~corporation ~~exercised~~majority ~~warrants~~owned toby ~~purchase~~Steven ~~0.66%~~Chen, of the Company’s ~~total outstanding common stock~~President, ~~$0.001~~director par value per share, at an exercise price of $0.001 per share issued to Ingredion on April 17, 2016. Ingredion pre-paid the $2 million exercise price to the Company at the time the warrants were issued. The Company disclosed the issuance and ~~terms~~majority ~~of the warrants in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2016~~shareholder. ~~According to the Sub-License, the Company will pay a 2% royalty on all net sales of the Products, capped at $1 million per year, within the scope of the Sub-License.~~

~~The~~Pursuant ~~Distribution~~to ~~Agreement~~the ~~provides~~Term ~~for~~Sheet, ~~mutual~~the ~~indemnification~~parties byagreed ~~the~~to ~~parties~~certain transfers and ~~limits~~licenses ~~the~~to ~~parties’~~consolidate ~~liability~~substantially ~~pursuant~~all toRebaudioside ~~its~~A ~~terms~~(“Reb toA”), $5Rebaudioside ~~million~~M (“Reb M”) and potentially Rebaudioside D (“Reb D”) related tangible and intangible assets and manufacturing resources in SweeGen. Specifically, the Term Sheet provides as follows:

The ~~Distribution~~Company ~~Agreement~~shall ~~will~~purchase befrom ~~valid~~Blue ~~for~~California ancertain ~~initial~~assets ~~term~~related ofto ~~five years (~~the ~~“Initial~~Reb ~~Term”),~~A ~~after~~business ~~which~~in itexchange ~~will continue~~ for ~~successive~~a ~~one-year~~purchase ~~periods~~price ~~unless~~equal ~~otherwise~~to ~~terminated.~~their ~~After~~fair ~~the Initial Term~~value, ~~either~~which ~~party~~shall ~~may~~be ~~terminate~~based ~~the~~upon ~~Distribution~~a ~~Agreement~~valuation ~~without~~performed ~~cause~~ by ~~providing~~an ~~one~~independent ~~year’s written notice by December 31 of the calendar year and compensating the non~~third-~~terminating~~ party avaluation ~~computed~~firm ~~amount~~mutually ofselected ~~termination~~by ~~compensation (~~the ~~“Termination~~parties ~~Compensation”). The Distribution Agreement may otherwise be terminated, at any time for cause~~ and ~~without~~set ~~triggering~~forth ~~payment~~in of the ~~Termination~~Closing ~~Compensation,~~Documents (~~i) by either party if the other breaches the terms of the Distribution Agreement, files for bankruptcy or discontinues doing business; (ii) before February 2019 by Ingredion if,~~ as ofdefined ~~December 31, 2018, Company’s House Accounts are hardly serviced by Ingredion; and (iii~~below) ~~by a party upon failure of the other to provide certain auxiliary agreements and documentation pursuant to the terms of the Distribution Agreement~~. ~~Upon a change of control of one of the parties, the other party may terminate the Distribution Agreement upon 60 days written notice without triggering payment of the Termination Compensation.~~

~~Patent~~Blue ~~License~~California ~~Agreement~~shall grant to the Company a non-exclusive, worldwide, perpetual, royalty-free, transferable, sublicensable license to use the Reb A and Reb M regulatory approvals and independent verifications to promote, market, sell (inclusive of importing and exporting), distribute and support Steviol glycosides based products (the “Stevia Products”), retroactive to the first commercial sale of Stevia Products covered by such regulatory approvals and independent verifications. The Company will reimburse Blue California for a reasonable portion (to be based upon a valuation performed by an independent third-party valuation firm mutually selected by the parties and set forth in the Closing Documents) of its fair investment in such regulatory approvals and independent verifications.

~~Also~~Blue onCalifornia ~~November~~shall ~~28,~~grant ~~2016,~~to the Company ~~entered~~an ~~into~~exclusive, aworldwide, ~~patent~~perpetual, transferable, sublicensable license ~~agreement~~to (use the “~~License Agreement~~Bestevia”) ~~with~~(for ~~Conagen~~Reb ~~Inc. (“Conagen”~~M), a“Good ~~corporation~~& ~~majority~~Sweet” ~~owned~~(for byReb ~~Steven~~A) ~~Chen,~~and ~~the~~“SweeGen” ~~Company’s~~trademarks ~~President, Director~~ and ~~majority~~related ~~shareholder~~copyrights. ~~Pursuant~~The toCompany ~~the~~will ~~terms~~reimburse ofBlue ~~the~~California ~~License~~for ~~Agreement,~~a ~~Conagen~~reasonable ~~granted~~amount (to ~~the~~be ~~Company~~mutually anagreed ~~exclusive,~~upon ~~perpetual~~by the parties and ~~sub-licensable~~set ~~license~~forth toin ~~use~~the Closing Documents) of its ~~know-how,~~fair ~~technology~~investment in such marks and ~~intellectual~~copyrights ~~property~~as ~~relating~~well toas ~~development,~~a ~~production~~royalty, ~~distribution~~commencing ~~and~~with ~~commercialization~~the first commercial sale of ~~compounds,~~Stevia ~~substances~~Products, ~~products~~equal ~~and~~to ~~services~~a ~~related~~percentage (to ~~the~~be ~~stevia~~based ~~plant~~upon ~~for~~a ~~use~~valuation inperformed ~~food~~by ~~and~~an ~~beverage~~independent ~~flavoring~~third-party ~~(the~~valuation ~~“Licensed~~firm ~~Technology”).~~mutually ~~The~~selected ~~license~~by ~~allows~~ the ~~Company~~parties toand ~~use~~set forth in the ~~Licensed~~Closing ~~Technology~~Documents) inof ~~the~~net ~~research~~sales, ~~development,~~subject ~~manufacture,~~to ~~marketing,~~a ~~sale,~~cap ~~distribution~~to be mutually agreed upon by the parties and ~~support~~set offorth in the ~~Products.~~Closing Documents.

~~Pursuant~~Pending ~~to the terms of the License Agreement~~closing, the Company ~~must~~has ~~pay~~the aright ~~minimum royalty~~ to ~~Conagen~~use ~~of $2 million per year beginning~~ in ~~the~~its ~~year~~business ~~in which there is a first commercial sale (“FCS”) of~~ the ~~Products,~~assets asto ~~follows:~~be ~~(i)~~purchased ~~10%~~and ofto ~~the~~use ~~Company’s Product net sales for~~ the ~~year~~regulatory ~~of FCS (pro-rated~~approvals, ifindependent ~~necessary);~~verifications ~~(ii)~~and 9%intellectual ofproperty ~~Product~~to ~~net~~be ~~sales~~licensed ~~for~~consistent ~~the~~with ~~first year after FCS; (iii) 8% of Product net sales for~~ the ~~second~~contemplated ~~year~~licenses. ~~after~~The ~~FCS;~~purchase ~~(iv)~~price ~~7% of Product net sales~~ for the ~~third~~assets ~~year~~and ~~after~~reimbursement ~~FCS;~~amounts ~~(v)~~described 6%above ofmay ~~Product~~be ~~net~~paid ~~sales~~in ~~for~~cash ~~the fourth year after FCS;~~ and/or ~~(vi)~~by 5%a ofpromissory ~~Product net sales for all following years after FCS~~note.

The ~~License~~Company ~~Agreement~~and ~~may~~Blue beCalifornia ~~terminated~~intend byto ~~mutual~~enter ~~consent~~into ofone ~~the~~or ~~parties~~more atadditional ~~any~~agreements ~~time.~~to ~~The~~more ~~License~~fully ~~Agreement~~set ~~will~~forth ~~also~~the ~~terminate~~terms ifand ~~the~~conditions ~~Company~~of ~~fails~~the totransactions ~~make~~(the ~~royalty~~“Closing ~~payments~~Documents”), ~~due~~which ~~for~~will ~~more~~supersede ~~than~~the 90Term ~~days~~Sheet, ~~the~~but ~~Company~~intend ~~breaches~~that ~~any~~the ~~provision~~Term ofSheet ~~the~~be ~~License~~binding. ~~Agreement~~The ~~and~~Closing ~~does~~Documents ~~not~~shall ~~cure~~contain such ~~breach,~~terms and ifconditions as the ~~Company~~parties ~~dissolves,~~may ~~files~~mutually ~~for~~agree, ~~bankruptcy~~including orstandard ~~ceases~~representations, towarranties doand ~~business~~covenants.

~~SIGNATURES~~All pricing in the Closing Documents shall be based upon a valuation performed by an independent third-party valuation firm mutually selected by the parties, and the valuation firm shall determine the outcome of any pricing disputes not resolved by the 65th day following the date of the Term Sheet. In the event of any other dispute that is not resolved by the parties prior to the 75th day following the date of the Term Sheet, the Term Sheet shall automatically terminate, and the parties shall use commercially reasonable efforts to unwind the transactions.

~~Pursuant~~The Company agrees to include in the ~~requirements~~Closing Documents a grant to its affiliate manufacturer in Asia (the “Manufacturer”) of a non-exclusive, non-transferable and non-sublicensable sub-license to use all the ~~Securities~~existing ~~Exchange~~know-how, ~~Act~~patent registrations, patent applications and other proprietary technologies for the purpose of ~~1934,~~manufacturing of the ~~Registrant~~Stevia ~~has~~Products ~~duly~~in ~~caused~~the ~~this~~territory ~~Report~~of tosuch beManufacturer’s ~~signed~~domicile onof ~~its~~entity ~~behalf~~organization byonly for sale to the ~~undersigned~~Company ~~hereunto~~or ~~duly~~the ~~authorized~~Company’s designated customers.

~~Dated:~~The ~~November~~Closing ~~30,~~Documents ~~2016~~shall provide that the closing shall occur on the 75th day following the date of the Term Sheet or such earlier date as the parties may mutually agree.

~~SWEEGEN,~~The ~~INC~~Term Sheet is filed as Exhibit 10.1 ~~(Registrant)~~hereto. ~~By:~~The ~~/s/~~summary ~~Steven~~of ~~Chen~~the ~~Name:~~terms ~~Steven~~of ~~Chen~~the ~~Title:~~Term ~~Chief~~Sheet ~~Executive~~is ~~and~~qualified ~~Financial~~in ~~Officer~~its entirety by reference to such exhibit.

First Amendment to Inter-Company Patent License Agreement

On November 28, 2016, the Company entered into an Inter-Company Patent License Agreement (the “License Agreement”) with Conagen Inc. (“Conagen”), a corporation majority owned by Steven Chen, the Company’s President, director and majority shareholder. Under the License Agreement, Conagen granted to the Company an exclusive, perpetual and sub-licensable license to use its know-how, technology and intellectual property relating to the development, production, distribution and commercialization of compounds, substances, products and services related to the stevia plant for use in food and beverage flavoring.

On August 16, 2017, the Company and Conagen entered into a First Amendment to Inter-Company Patent License Agreement (the “Amendment”). The Amendment expands the field of use from flavoring for foods and beverages to use as flavors or sweeteners in food and beverages. The Amendment also altered the royalty structure, eliminating the annual $2,000,000 minimum royalty requirement and adding an annual $15,000,000 maximum royalty limitation. The royalty calculation also changed from a tiered system of royalty percentages that decline annually to a flat 5% royalty on net sales. Royalty payments were also revised from semi-annual payments due within 60 days of the end of each royalty period to annual payments based upon the Company’s fiscal year due within 90 days of the end of each royalty period.

The Amendment is filed as Exhibit 10.2 hereto. The License Agreement was previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on February 14, 2017 and is incorporated by reference as Exhibit 10.3. The summaries of the terms of the foregoing documents are qualified in their entireties by reference to such exhibits.

Item 9.01Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
10.1	Stevia Sweetener Business Separation Binding Term Sheet dated August 16, 2017 between the Company and Phyto Tech Corp. d/b/a Blue California.
10.2	First Amendment to Inter-Company Patent License Agreement dated August 16, 2017 between the Company and Conagen Inc.
10.3	Inter-Company Patent License Agreement dated November 28, 2016 between the Company and Conagen Inc. (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed February 14, 2017 and incorporated herein by reference).

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.

Dated:August 16, 2017

SWEEGEN, INC. (Registrant)


By:		/s/ Steven Chen
Name:		Steven Chen
Title:		Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

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