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): July 724, 2017

Medisun Precision Medicine Ltd.

(Exact name of registrant as specified in its charter)


Marshall Islands	000-54907	47-2999657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Trust Company Complex, Ajeltake Road

Majuro, Marshall Islands MH96960

(Address, including zip code, of principal executive offices)


Registrant’s telephone number, including area code	(929) 314-3718

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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 724, 2017 (“Effective Date”), Medisun Precision Medicine Ltd. (the “Company”) entered into a ~~patent~~share ~~assignment~~purchase agreement (“~~Agreement~~SPA”) ~~pursuant~~with toSun ~~which~~Medical ~~Zhengda~~Operation ~~Gene~~Company ~~Life Science Shares~~ Limited, ~~a company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China~~ (“~~PRC~~Sun Medical”), ~~(“Zhengda”)~~under ~~assigned~~which ~~and transferred to~~ the Company ~~certain~~acquired ~~patent rights (“Patent Rights”) applied for registration in~~ the ~~State~~entire ~~Intellectual~~issued ~~Property~~share ~~Office~~capital of ~~the~~New ~~PRC~~Sonic ~~(patent~~Global ~~application~~Limited ~~number:~~(“New ~~201610218242~~Sonic”) infrom ~~relation~~Sun ~~to the isolation and culture method for primary mice or rat skeletal muscle cells~~Medical. AAs ~~description~~consideration offor the ~~Patent~~acquisition ~~Rights~~of isNew ~~attached~~Sonic, asthe ~~Appendix~~Company Ahas ofagreed ~~Exhibit~~to ~~10.1~~issue to ~~this~~Sun ~~Form~~Medical ~~8-K. The~~15,000,000 ~~Term~~new ofshares ~~the Agreement extends from the Effective Date until expiration~~ of the ~~Patent~~Company’s ~~Rights~~Common Stock.

AsSun ~~consideration~~Medical ~~for~~is the ~~patent~~sole ~~assignment,~~registered and beneficial owner of all of the ~~Company~~shares of New Sonic. Previously, Sun Medical entered into a cooperation agreement (“Cooperation Agreement”) with LDG Labor Deutschland (“LDG”) dated December 6, 2016, which has ~~agreed~~a tosupplemental ~~issue~~agreement toentered ~~Zhengda~~into 15between the Sun Medical and LDG dated April 12,~~000~~ 2017 (together with the Cooperation Agreement,~~000~~ ~~new~~collectively, ~~shares~~the “Master Agreement”). Immediately before the signing of the SPA with the Company’s, ~~Common~~the ~~Stock~~rights and obligations of Sun Medical under the Master Agreement was transferred to New Sonic in accordance with the Master Agreement by a transfer notice (“Transfer Notice”) given by Sun Medical to LDG. New Sonic was incorporated in the British Virgin Islands on May 15, 2017 and has had no operations except for the Master Agreement as its only asset.

~~The foregoing~~A ~~descriptions~~Form ~~are~~of ~~qualified~~the inSPA ~~their~~and ~~entirety~~the byCertificate ~~reference~~of ~~to these~~Incorporation ~~documents,~~of ~~which~~New Sonic are filed ~~herewith~~ as Exhibit 10.1 and ~~incorporated~~ ~~herein~~10.2 byto ~~reference~~this Form 8-K.

The foregoing descriptions are qualified in their entirety by reference to these documents, which are filed herewith as Exhibit 10.1 and 10.2, and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

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

On July 724, 2017, the Company agreed to issue to ~~Zhengda~~Sun ~~Gene Life Science Shares Limited~~Medical, a ~~Hong~~British ~~Kong~~Virgin Islands corporation, and an accredited investor, 15,000,000 in new shares of its Common Stock as consideration for entering into the ~~Agreement~~SPA described in Item 1.01 of this Form 8-K.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended ("Act"), for the private placement of these securities pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering, all parties are domiciled outside the United States, ~~and~~Sun ~~Zhengda~~Medical is an accredited investor, ~~Zhengda~~Sun Medical had access to information about the Company and its investment, accepted the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

~~The~~A ~~form~~Form of ~~License~~the ~~Agreement~~SPA is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1

Form of ~~Patent~~share ~~Assignment~~purchase ~~Agreement~~agreement between the Company and ~~Zhengda~~Sun Medical, dated July 724, 2017, and filed herewith.

10.2

Certificate of Incorporation of New Sonic Global Limited, dated May 15, 2017.

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.

		ACCUREXA INC.
		MEDISUN PRECISION MEDICINE LTD.
Dated: July 10, 2017		By: /s/ Sophia Yaqi Sun
Dated: July 25, 2017		By: /s/ Sophia Yaqi Sun
		Name: Sophia Yaqi Sun
		Title: President & CEO

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