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): ~~February~~May 111, 2015

SIGNPATH PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware	333-158474	20-5079533
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3477 Corporate Parkway, Suite 100, Center Valley, PA 18034

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (215) 538-9996

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 ( see General Instruction A.2. below):

¨	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))

ITEM 45.~~01 CHANGES~~02 DEPARTURE INOF ~~REGISTRANT’S~~DIRECTORS ~~CERTIFYING~~OR ~~ACCOUNTANT~~CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~(b) Engagement~~Appointment of ~~New~~Kai ~~Independent~~Larson ~~Registered~~as ~~Accounting~~Vice ~~Firm~~President of Corporate Development, COO, Secretary

OnEffective ~~February~~May 111, 2015, ~~SignPath~~Kai ~~Phama~~Larson ~~Inc.~~was appointed Vice President of Corporate Development, aChief ~~Delaware~~Operating ~~corporation~~Officer, and Secretary of SignPath Pharma Inc. (the “Company”). In ~~engaged~~these ~~Friedman~~capacities, ~~LLP~~Mr. ~~(“Friedman”)~~Larson aswill be responsible for the Company’s ~~new~~business ~~Independent~~development, ~~Certified~~licensing, ~~Public~~financing ~~Accountants. Friedman~~transactions, ~~will~~contracts, ~~perform~~clinical ~~the~~trial ~~audit~~support, ofregulatory ~~the~~affairs ~~Company’s~~support, ~~consolidated~~legal ~~financial~~affairs, ~~statements~~public ~~for~~company ~~the~~reporting, ~~fiscal~~corporate ~~year~~books ~~ended~~and ~~December 31~~records, ~~2014. The~~oversight ~~Company’s~~of ~~audit~~patent ~~committee~~portfolios ~~participated~~and inprosecution, webpage management, and ~~approved~~other ~~the~~general ~~decision~~corporate duties as corporate secretary, subject to ~~appoint~~the ~~Friedman~~oversight of the Company’s board of directors and chief executive officer.

~~During~~Kai ~~the~~Larson, ~~two~~51, most ~~recent~~recently ~~fiscal~~served ~~years~~as the Vice President and ~~through~~Associate ~~the~~General ~~date~~Counsel of ~~its~~The ~~appointment,~~Sun ~~neither~~Products ~~the~~Corporation ~~Company~~in Salt Lake City, ~~nor~~Utah, ~~anyone~~where onhe ~~its~~managed ~~behalf,~~legal ~~consulted~~affairs ~~Friedman~~for ~~regarding~~a ~~(i)~~major ~~either~~consumer ~~the~~products ~~application~~company, offocusing ~~accounting~~on ~~principles~~commercial tocontracts, aregulatory ~~specified~~compliance, ~~transaction~~government interactions, ~~either~~and ~~completed~~patents orsince ~~proposed~~2009. From 2008-2009, orhe was an attorney in the ~~type~~Life ofSciences ~~audit~~Group ~~opinion~~at ~~that~~Axiom ~~might~~Legal, bewhere ~~rendered~~he oncounseled ~~the~~pharmaceutical ~~Company’s~~companies ~~financial~~regarding ~~statements~~clinical trials, pharmaceutical marketing compliance, and ~~neither~~intellectual aproperty. Prior ~~written~~to ~~report~~working ~~nor~~at ~~oral~~Axiom, ~~advice~~Mr. ~~was~~Larson ~~provided~~served toas the ~~Company~~Vice byPresident, ~~Friedman~~General ~~that~~Counsel, itand ~~concluded~~Secretary ~~was~~of anTapestry ~~important~~Pharmaceuticals ~~factor~~(NasdaqCM: ~~considered~~TPPH), bya ~~the~~biotech ~~Company~~company in ~~reaching~~Boulder, aColorado ~~decision~~which aswas tofocused on oncology and genetic diseases. He joined Tapestry Pharmaceuticals in 1994 as the ~~accounting,~~Director ~~auditing~~of orLegal ~~financial~~Affairs ~~reporting~~under ~~issue;~~its orformer ~~(ii)~~name, ~~any~~Napro ~~matter~~Biotherapeutics, ~~that~~and ~~was~~helped ~~either~~oversee ~~the~~its ~~subject~~IPO ofin a1996. Mr. ~~“disagreement”~~Larson ~~(as~~began ~~defined~~his career in ~~Item~~1992 ~~304(a)(1)(iv)~~as ofan ~~Regulation~~associate ~~S-K~~attorney ~~and~~in the ~~related~~Intellectual ~~instructions)~~Property orPractice aGroup ~~“reportable~~at ~~event”~~Kirkland as& ~~defined~~Ellis in ~~Item~~New ~~304(a)(1)(v)~~York. He earned his Juris Doctor from Columbia University School of ~~Regulation~~Law ~~S-K~~and his Bachelor of Arts in Chinese from Brigham Young University.

The Company entered into an employment agreement with Mr. Larson dated May 1, 2015 (the “Employment Agreement”). The Employment Agreement provides for a salary of $200,000 per year, $150,000 of which is deferred until such time that the Company raises an aggregate of $10,000,000 through either debt or equity financing or licensing revenues after the date of the Employment Agreement. In addition, the Company shall grant Mr. Larson an option to purchase 750,000 shares of common stock of the Company, exercisable for 10 years from the date of grant at the exercise price of $2.00 per share, which shall vest in equal monthly installments over 72 months from the date of grant contingent on Mr. Larson’s continued employment with the Company. The term of the Employment Agreement is for three (3) years from the date of commencement, and Mr. Larson shall be responsible for devoting substantially all of his business time to the affairs of the Company.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number		Description
10.1		Employment Agreement, dated May 1, 2015, by and between SignPath Pharma Inc. and Kai Larson.

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.

	SIGNPATH PHARMA INC.
Dated: February 13, 2015	By:	/s/ Lawrence Helson
Dated: May 1, 2015	By:	/s/ Lawrence Helson
		Name: Lawrence Helson, M.D.
		Title: Chief Executive Officer

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