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): January 1322, 2016 (January 815, 2016)

VIROPRO, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-06718	13-3124057
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

2151 O'Toole Avenue, Suite 50, San Jose, CA 95131

(Address of Principal Executive Offices) (Zip Code)

650-300-5190

Registrant’s telephone number, including area code

___________________________________ ~~(Former Name or Former Address if Changed Since Last Report)~~

(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 (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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 815, 2016 ~~the~~Dr. ~~registrant~~Joseph ~~("Viropro")~~Vallner, ~~entered~~Acting ~~into~~President aof ~~Settlement~~the ~~Agreement~~registrant ~~with Magna Equities II, LLC~~ ("~~Magna~~Viropro") ~~regarding certain~~resigned. ~~Securities~~The ~~Purchase~~Board ~~Agreements,~~intends ~~dated November 28, 2011, January 17, 2012, and March 21, 2012, pursuant~~ to ~~which,~~appoint ~~among other~~a ~~things,~~new ~~Viropro issued to Magna Convertible Promissory Notes on such respective dates~~ President in the ~~original~~near ~~principal~~future. ~~amounts~~Kenneth ~~of $15,000,~~A. ~~$35,000,~~Sorensen ~~and~~was ~~$25,000,~~elected ~~respectively~~as ~~(collectively,~~Chairman ~~the “Notes"). Under the terms~~ of the ~~Settlement Agreement, (i)~~ Viropro ~~agreed~~Board ~~to issue, or cause its registered transfer agent to issue to Magna 60,370,336 restricted shares~~ of ~~Viropro's common~~Directors ~~stock~~on ~~so that Magna holds 4.99% of 1,209,826,364 shares of common stock outstanding as of~~ January 73, 2016 ~~(the~~in ~~“Settlement~~place ~~Shares”), (ii) Magna received piggyback registration rights should piggyback rights be granted to any~~ of ~~Viropro's~~Bruce ~~existing debt~~A. ~~and~~Cohen. ~~equity~~Mr. ~~holders~~Cohen ~~and~~continues (iii) Magna agreed that if the Settlement Shares are sold under its piggyback registration rights, it will not trade more than 10% of the intra-day volume of Viropro's common stock traded on the principal securities exchange or trading market for such security but, notwithstanding that limitation, would still be entitled to ~~sell~~serve upas to a ~~minimum~~member of ~~$5,000 worth of~~ the ~~Settlement Shares per week and further agreed to provide~~ Viropro, ~~upon~~Board ~~its request, with weekly trading records detailing the number~~ of ~~Settlement Shares it sold, the net proceeds received from the sale of such Settlement Shares and the date on which such Settlement Shares were sold~~Directors.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement which is filed as exhibit 10.1 to this Current Report on Form 8-K.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

(d) Exhibits

Date: January 22, 2016	Viropro, Inc.

	By:	/s/ Kenneth A. Sorensen
		Kenneth A. Sorensen
		Chairman of the Board

10.1 Settlement Agreement dated January 8, 2016 between Viropro, Inc. and Magna Equities II, LLC

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 thereunto duly authorized.

Date: January 13, 2016	Viropro, Inc.
	By:	/s/ Kenneth A. Sorensen
		Kenneth A. Sorensen
		Chairman of the Board

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