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 ~~July 26~~5, ~~2021~~2022

RenovaCare, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada	000-30156	98-0384030
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9375 E. Shea Blvd., Suite 107-A, Scottsdale, AZ	07068
(Address of principal executive offices)	(Zip Code)

9375 E. Shea Blvd., Suite 107-A, Scottsdale, AZ 85260

(Address of principal executive offices)

4 Becker Farm Road, Suite 105, Roseland, NJ 07068

(Former name, former address and former fiscal year, if changed since last report)

(888) 398-0202
(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:

~~[ ]~~☐ 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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to to Section 13(a) of the Exchange Act. ~~[ ]~~ ☐

Section 18 -– ~~Registrant’s~~Other ~~Business and Operations~~Events

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~July~~previously 26announced, on May 28, 2021 the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint naming RenovaCare, Inc. (the “Company”) and Harmel S. Rayat, RenovaCare Chairman as defendants (the “SEC Complaint”). The SEC Complaint, regarding legacy events from over 3 years ago, generally alleges that the Company and Mr. ~~Justin~~Rayat ~~Frere~~violated ~~entered~~the ~~into~~antifraud provisions of Section 10(b) of the Securities anExchange ~~Executive~~Act ~~Services~~of ~~Consulting~~1934 ~~Agreement~~and (Rule 10b-5 thereunder, and also alleges that Mr. Rayat aided and abetted the ~~“ESCA”~~Company's violation of those provisions. The SEC Complaint also charges the Company with violating the reporting provisions of Exchange Act Section 15(d) and Rules 15d-11 and 12b-20 thereunder. The SEC seeks permanent injunctions and civil penalties against both defendants, and officer-and-director and penny stock bars against Mr. Rayat.

~~Mr.~~As ~~Frere~~previously ~~was~~filed ~~appointed~~with ~~Chief Financial Officer, Treasurer and Secretary~~the SEC on ~~April~~July 1222, 2021., ~~Mr.~~following ~~Frere~~the ~~has~~SEC’s ~~over~~announcement ~~20 years~~ of ~~experience~~the asSEC aComplaint, ~~hands-on CFO/Controller level finance and administration professional with extensive operational and analytical experience as~~ a ~~consultant,~~number ~~CFO and controller for numerous public entities. From 2001 through present, Mr. Frere has been principal~~ of ~~Frontline~~class ~~Accounting~~actions ~~performing~~were ~~CFO/controller,~~filed ~~and~~against ~~financial~~the ~~analyst services~~Company ~~for~~based ~~various~~on ~~public~~the ~~and~~allegations ~~private~~in ~~domestic and international clients. Mr. Frere has been~~ the ~~primary party responsible for accounting, drafting and filing~~ SEC ~~Forms~~Complaint and ~~interacting~~related ~~with~~matters, ~~auditors~~including ~~and~~ the ~~SEC~~Gabrielle ~~in support of public company reporting~~A. ~~Mr.~~Boller ~~Frere~~lawsuit ~~started his career at KPMG in their assurance practice. Mr. Frere earned a Bachelor of Science in accounting~~ and ~~finance~~the ~~from~~Michael ~~California~~Solakian ~~Polytechnic~~lawsuit ~~State~~filed ~~University~~on inJuly ~~San~~16, ~~Luis~~2021 ~~Obispo~~ and ~~MBA~~July ~~from~~21, ~~San~~2021, ~~Diego~~respectively ~~State~~(collectively, ~~University~~the “Class Actions”).

~~Pursuant~~On toor about January 5, 2022, Zoser Vargas, a purported stockholder, filed a derivative lawsuit in the ~~ESCA~~United States District Court for the District of New Jersey (the “Vargas Lawsuit”) against the Company, ~~Mr.~~nominally, ~~Frere~~and ~~will~~certain ~~provide~~of its current and former executive ~~consulting~~officers and directors (the ~~services~~“Defendants”). The Vargas Lawsuit alleges that in connection with the facts and circumstances underlying the allegations in the SEC Complaint, the Defendants engaged in fraudulent conduct and made false and misleading statements of material fact or omitted to state material facts necessary to make the statements made not misleading. The Vargas Lawsuit seeks certain findings, to require the Company to undergo certain corporate actions and monetary damages, including costs and expenses, and such other relief as the Court may deem just and proper.

~~Mr.~~A ~~Frere’s engagement~~lawsuit ~~pursuant~~making tosimilar ~~the~~allegations was ~~ESCA~~filed ~~is an “at-will” engagement. As such it may be terminated~~ by ~~either~~Melvin ~~Party~~Emberland, atpurported ~~any time~~stockholder, ~~upon~~ ~~written~~on ~~notice~~December, ~~for any reason or no reason~~17, ~~with~~2021 or(the ~~without~~“Emberland ~~Cause~~Lawsuit”). ItThe isClass ~~acknowledged that Mr. Frere’s engagement is on a part-time basis; however~~Actions, ~~he has agreed to devote as much of his time, efforts, professional attention, knowledge, and~~ ~~experience~~the asVargas ~~may~~Lawsuit ~~be necessary to carry on fully his duties~~ and ~~responsibilities~~the ~~under~~Emberland ~~the~~Lawsuit ~~ESCA,~~are ~~including,~~herein ~~without~~collectively ~~limitation, his~~referred ~~performance~~to ofas the ~~Services~~“Stockholder Actions.”

The ~~ESCA~~Company ~~also contains~~intends ~~provisions~~to ~~regarding~~vigorously defend ~~Mr.~~itself ~~Frere’s~~against ~~obligations, during~~ the ~~Consulting~~Class ~~Term~~Actions and ~~for~~the aVargas ~~specified~~Lawsuit. ~~period~~Based ~~thereafter, to~~on ~~(i) protect~~ the ~~Company’s~~early ~~Confidential~~stages ~~Information~~of ~~and~~these ~~intellectual~~legal ~~property~~proceedings, ~~(ii)~~at ~~refrain~~this ~~from~~time, the ~~solicitation of the~~ Company ~~officers,~~is ~~directors~~not orable ~~employees,~~to ~~and~~reasonably ~~(iii)~~estimate ~~refrain~~a ~~from~~possible ~~engaging~~range inof ~~activities~~loss, if any, that ~~are~~may ~~competitive~~result tofrom the ~~business~~allegations ~~being conducted~~set byforth in the ~~Company~~complaints filed ~~and~~in ~~its~~the ~~subsidiaries~~Stockholder Actions.

In[SIGNATURE ~~consideration~~PAGE ~~for the Services and other obligations of Mr. Frere pursuant to the ESCA, Mr. Frere:~~FOLLOWS]

(a) Shall receive a base monthly fee as follows (the “Base Monthly Fee”) of US$10,000 per month payable on the first day of each calendar month in arrears. The Base Monthly Fee shall be prorated for any portion of the Consulting Term that is not a full calendar month.SIGNATURE

~~(b) Shall be~~Pursuant ~~reimbursed~~to ~~for all pre-approved, legitimate business expenses reasonably incurred by Consultant in carrying out~~ the ~~responsibilities and~~requirements ~~obligations~~of ~~under~~ the ~~ESCA~~Securities ~~and~~Exchange ~~promoting~~Act ~~the~~of ~~Company’s business will be reimbursed~~1934, ~~including mileage and travel expenses~~ inthe ~~accordance~~Company ~~with~~has ~~IRS~~duly ~~guidelines.~~caused ~~Mr.~~this ~~Frere~~report ~~shall~~to be ~~reimbursed~~signed ~~for~~on ~~all~~its ~~such~~behalf ~~legitimate~~by ~~business expenses upon submission to~~ the ~~Company~~undersigned ofhereunto ~~appropriate~~duly ~~documentation~~authorized ofon January ~~such~~5, ~~expenses and a description of the purpose of such expenses~~2022.

~~(c) Has been granted~~RenovaCare, on July 26 (the “Grant Date”) a non-statutory stock option (the “Option”) pursuant to the Company’s 2013 Long-Term Incentive Plan to purchase up to 50,000 shares (the “Shares”) of the Company’s common stock (the “Stock”) in accordance with and subject to the terms and conditions of the Stock Option Agreement dated July 26, 2021 between MrInc. ~~Frere and the Company (the “SOA”),~~

~~The Option shall vest and be exercisable at initial exercise prices, as follows~~By: /s/ Kaiyo Nedd

Vesting Date	Number of Shares Vesting	Initial Exercise Price
Effective Date	25,000	$1.72
Six Month Anniversary of the Effective Date	25,000	$1.72

Kaiyo Nedd

~~The~~President ~~term of the Option commenced on the Grant Date~~ and ~~shall~~Chief ~~expire, and~~Executive ~~all rights to purchase the Shares pursuant to the Option shall terminate, on the ten-year anniversary date of the Grant Date (the “Option Expiration Date”).~~Officer

To the extent that all or a portion of the Option has vested, it may be exercised as to such vested amount, in whole or in part and from time to time, during the term, by delivery to the Company of a written or electronic notice, stating the number of whole Shares to be purchased; the Exercise Notice shall be accompanied by payment of the Aggregate Exercise Price of the Shares to be purchased. The term “Aggregate Exercise Price” shall mean the dollar amount obtained by multiplying (i) the Per Share Exercise Price by (ii) the number of Shares being purchased.

Subject to the provisions of the SOA, The Aggregate Exercise Price of the Options shall be paid:

(i) in cash or by certified check or bank draft payable to the order of the Company; or

(ii) to the extent permitted by applicable law, through a broker-assisted cashless exercise by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Participant, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company;

(iii) at any time prior to the Company’s listing of any of its securities for trading on a “national stock exchange,” pursuant to “a net issue” or “cashless” exercise;

(iv) by any other method approved by the Board or its Compensation Committee, if any, or

(v) by a combination of the foregoing.

The SOA contains such other provisions as are typically included in such agreements including but not limited to, vesting acceleration (in the event of a change of control or otherwise in the discretion of the Company’s Board of Directors) and option forfeiture provisions (in the event of the termination of the ESCA).

THE FOREGOING DESCRIPTIONS, OF THE OF EACH OF THE ESCA AND THE SOA, DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF EACH OF THE ESCA AND THE SOA, COPIES OF WHICH ARE FILED, RESPECTIVELY, AS EXHIBITS 10.1 AND 10.2 TO THIS CURRENT REPORT ON FORM 8-K, AND EACH SUCH EXHIBIT IS INCORPORATED HEREIN BY REFERENCE.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Description
10.1	Executive Services Consulting Agreement dated as of July 26, 2021, between RenovaCare, Inc., and Justin Frere, an individual.
10.2	Non-statutory Stock Option Agreement dated as of July 26, 2021 between RenovaCare, Inc., and Justin Frere, an individual.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on July 30, 2021.

RenovaCare, Inc.

By: /s/ Kaiyo Nedd

Kaiyo Nedd

President and Chief Executive Officer

Filing Compare · RenovaCare, Inc.