UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________

~~SECURITIES AND EXCHANGE COMMISSION~~FORM 8-K _____________________

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~~Reported): March 918, 2022

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

RenovaCare, Inc.

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

~~(Exact~~9375 ~~name~~E. ofShea ~~registrant~~Blvd., asSuite ~~specified~~107-A, inScottsdale, ~~its~~AZ ~~charter~~85260 (Address of principal executive offices)

_______________________________

Nevada	000-30156	98-0384030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9375 E. Shea Blvd., Suite 107-A

Scottsdale, Arizona 85260

(Address of Principal Executive Offices) (Zip Code)

(888) 398-0202

(Registrant's telephone number, including area code)

(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))

~~Securities~~☐ ~~registered~~Soliciting material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder 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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging ofgrowth ~~this~~company ~~chapter).~~☐

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 Section 13(a) of the Exchange Act. ☐

Section 7 ~~- Regulation FD~~1

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On March 918, 2022 (the “Issuance Date”), RenovaCare, Inc. ~~issued~~(the a“Company”) ~~press~~borrowed ~~release~~$800,000 ~~titled~~from ~~“RenovaCare~~Kalen ~~Provides~~Capital ~~Clinical~~Corporation, ~~and~~an ~~Corporate~~Alberta ~~Update~~Canada corporation wholly owned by the Company’s Chairman, Harmel S. Rayat (the “Lender”). AThe ~~copy~~loan is represented by the Company’s Convertible Promissory Note Dated as of the ~~press~~Issuance ~~release~~Date (the “Note”). The Outstanding Balance of the Note is ~~attached~~due asand ~~Exhibit~~payable on 99June 30, 2024 (the “Maturity Date”).1 Any capitalized terms used herein and not otherwise defined shall have the meaning ascribed to ~~this~~such ~~report~~term in the Note.

~~Except~~The ~~for~~Note ~~the~~carries ~~historical~~an ~~information~~interest ~~presented~~rate inof ~~this~~1% ~~document,~~per ~~the~~annum. ~~matters~~All interest ~~discussed~~calculations inhereunder ~~this~~shall ~~Report,~~be orcomputed ~~otherwise~~on ~~incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in~~ the ~~Private~~basis ~~Securities Litigation Reform Act~~ of ~~1995).~~a ~~These statements are identified by the use of forward~~360-~~looking~~day ~~terminology~~year ~~such~~comprised as “believes,” “plans,” “intend,” ”scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of ~~strategy~~twelve ~~that~~(12) thirty ~~involve~~(30) day ~~risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934~~months, shall ascompound ~~amended,~~daily and ~~Section~~shall ~~27A~~be ofpayable ~~the~~in ~~Securities~~accordance ~~Act~~with ~~of 1933, as amended, apply to forward-looking statements made by~~ the ~~Registrant.~~terms ~~The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance~~ of ~~future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within~~ this ~~Report~~Note. The ~~actual~~Note ~~results that the Registrant achieves~~ may ~~differ~~be ~~materially from any forward-looking statements due to such risks and uncertainties~~prepaid. ~~These~~The ~~forward-looking~~Note ~~statements~~is ~~are based on current expectations, and the Registrant assumes no obligation to update this information~~unsecured. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Report and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant’s business.

The Note: ~~Information~~has ina ~~this~~mandatory ~~Report~~conversion ~~furnished~~feature. ~~pursuant~~In tothe ~~Item~~event that 7the ~~shall~~Company ~~not~~issues beand ~~deemed~~sells toshares beof ~~“filed”~~its ~~for~~Equity ~~purposes~~Securities ofon ~~Section~~or 18before ofthe Maturity Date, in an equity financing with total proceeds to the ~~Securities~~Borrower, ~~Exchange~~from ~~Act~~third-parties other than the Lender or any of ~~1934~~its Affiliates, asof ~~amended,~~not orless ~~otherwise~~than ~~subject~~ten tomillion dollars ($10,000,000) (and excluding the ~~liabilities~~conversion of ~~that~~this ~~section.~~Note, ~~The~~and ~~information~~conversion inor ~~this~~cancellation ~~Report~~of other indebtedness) (a “Qualified Financing”), then the Outstanding Balance shall ~~not~~automatically beconvert ~~incorporated~~in whole without any further action by ~~reference~~the Lender into ~~any~~such ~~registration~~Equity ~~statement~~Securities (as ~~pursuant~~defined tobelow) sold in the ~~Securities~~Qualified ~~Act~~Financing ofat ~~1933,~~a asconversion ~~amended.~~price ~~The~~equal ~~furnishing~~to eighty percent (80%) of the ~~information~~price per share paid by the investors purchasing such Equity Securities in ~~this~~the ~~Report~~Qualified isFinancing. ~~not~~The ~~intended~~number of Equity Securities to, be issued and ~~does~~delivered to ~~not,~~Lender ~~constitute~~on the consummation of a ~~representation~~Qualified ~~that~~Financing, ~~such~~shall ~~furnishing~~be isdetermined ~~required~~as byper ~~Regulation~~the FDfollowing orformula: ~~that~~the Outstanding Balance (on the ~~information~~date ~~this~~of ~~Report~~the ~~contains~~consummation isof ~~material~~the ~~investor~~Qualified ~~information~~Financing) ~~that~~divided isby ~~not~~the ~~otherwise~~Mandatory ~~publicly~~Conversion ~~available~~Price.

The ~~information~~Note ~~presented~~contains ~~in Item~~a ~~7.01 of~~voluntary ~~this~~conversion ~~Current~~mechanism ~~Report~~whereby the ~~including~~Lender ~~Exhibit~~may ~~99.1~~convert, toat ~~this~~any ~~Current~~time ~~Report,~~after ~~shall~~June ~~not~~30, be2023, ~~deemed~~in towhole beor ~~“filed”~~in ~~for~~part, ~~purposes~~the ofOutstanding ~~Section~~Balance 18into shares of the ~~Securities~~Common ~~Exchange~~Stock at ~~Act~~a conversion price of ~~1934,~~$0.45 asper ~~amended~~share. The Note contains customary events of default (~~the~~each an “~~Exchange~~Event ~~Act~~of Default”),. If orthere ~~otherwise~~shall ~~subject~~be any Event of Default in addition to ~~the~~any ~~liabilities~~other ofremedies that ~~section~~the Lender may have, ~~unless~~at the ~~Company~~option ~~specifically~~and ~~states~~upon ~~that~~written notice to the ~~information~~Company is(which toelection beand ~~considered~~notice ~~“filed”~~shall ~~under~~not be required in the ~~Exchange~~event ~~Act~~of orcertain ~~specifically~~in ~~incorporates~~the itcase byof ~~reference~~specified ~~into~~Events aof ~~filing~~Default ~~under~~the Note shall accelerate and the ~~Securities~~then ~~Act~~Outstanding Balance shall become due and payable without presentment, demand, protest or other notice of ~~1933~~any kind, asall ~~amended~~of which are hereby expressly waived, anything contained herein or in the ~~Exchange~~documents ~~Act~~evidencing the same to the contrary notwithstanding.

~~Section~~There 9are -no ~~Financial~~registration ~~Statements~~rights ~~and~~with ~~Exhibits~~respect to any of the Company’s securities issuable upon conversion of any portion of the Outstanding Balance.

~~Item~~The ~~9.01.~~Company ~~Financial~~entered ~~Statements~~into ~~and~~the ~~Exhibits~~Loan transaction in order to obtain additional funds to defray ongoing litigation expenses.

Number		Description
99.1		Press Release dated March 9, 2022 titled “RenovaCare Provides Clinical and Corporate Update”.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing provides only brief descriptions of the material terms of the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Note filed as an exhibit to this Current Report on Form 8-K, and incorporated herein by reference.

~~SIGNATURE~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

~~Pursuant~~The toapplicable ~~the~~information ~~requirements~~set offorth ~~the~~in ~~Securities~~Item ~~Exchange~~1.01 ~~Act~~ of ~~1934, the registrant has duly caused~~ this Current ~~report~~Report toon beForm ~~signed~~8-K onis ~~its~~incorporated ~~behalf~~ by ~~the~~reference ~~undersigned~~in ~~hereunto~~this ~~duly~~Item ~~authorized~~2.03.

	RenovaCare, Inc.
Date: March 15, 2022	By:	/s/ Kaiyo Nedd, M.D.
		Kaiyo Nedd, M.D.
		President and Chief Executive Officer

Item 3.02. Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note, Mandatory Conversion Shares, and Lender Conversion Shares (as such terms are defined in the Note) were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The Lender does not have any rights to require the Company to register such securities.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.

(a) Resignation of Director, President and Chief Executive Officer

By letter dated March 23, 2022 (the “Nedd Resignation Letter”) Dr. Kaiyo Nedd, notified the Company of his resignation effective as of March 24, 2022 as a director of the Company and as the Company’s President and Chief Executive Officer. Dr. Nedd’s resignation was not due to any disagreements between him and the Company on any matter relating to the Company’s operations, policies, or practices. A copy of the Nedd Resignation Letter is Letter is attached to this Report as Exhibit 17.1.

(b) Resignation of Chief Executive Officer, Treasurer and Secretary

By letter dated March 23, 2022 (the “Frere Resignation Letter”) Mr. Frere, notified the Company of his resignation effective as of March 24, 2022 as a director of the Company and as the Company’s President and Chief Executive Officer. Mr. Frere’s resignation was not due to any disagreements between him and the Company on any matter relating to the Company’s operations, policies, or practices. A copy of the Frere Resignation Letter is attached to this Report as Exhibit 17.2.

(c) Appointment of Interim President and Chief Executive Officer, Interim Chief Financial Officer, Treasurer and Secretary

On March 24, 2022 the Company’s Board of Directors by unanimous written consent in lieu of special meeting, adopted resolutions appointing Mr. Harmel Rayat, to serve as the Company’s Interim President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, effective March 24, 2022; Mr. Rayat shall serve in such capacities until such time as his successor shall have been appointed or his earlier resignation or removal.

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

On March 24, 2022, the Company issued a press release titled “RenovaCare Announces Management Changes.” A copy of the press release is attached as Exhibit 99.1 to this report.

Except for the historical information presented in this document, the matters discussed in this Report, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” “scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Report. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Report and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant’s business.

Note: Information in this Report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description

10.1	Form of Convertible Promissory dated March 18, 2022.
17.1	Resignation Letter of Dr. Kaiyo Nedd dated March 23, 2022
17.2	Resignation Letter of Dr. Justin Frere dated March 23, 2022
99.1	Press Release dated March 24, 2022 titled “RenovaCare Announces Management Changes.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 March 24, 2022.

RenovaCare, Inc.

By: /s/ Harmel S. Rayat

Harmel S. Rayat

Interim President and Chief Executive Officer

Filing Compare · RenovaCare, Inc.