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): May 1231, 2023

Vicapsys Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

Florida

000-56145

91-1930691

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I. R. S. Employer

Identification No.)

7778 Mcginnis Ferry Rd. #270

Suwanee, GA 30024

(Address of principal executive offices, including ZIP code)

(972) 891-8033

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
N/A		N/A		NA

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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))

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

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~Dismissal~~On March 31, 2023, Vicapsys Life Sciences, Inc.(the “Company”) and The General Hospital Corporation d/b/a Massachusetts General Hospital (the “Hospital”) entered into a Ninth Amendment to the Exclusive Patent License Agreement (the “Ninth Amendment”). The Company and Hospital are Parties to an Exclusive Patent License Agreement, MGH Agreement No. A215841, effective as of ~~Independent~~May ~~Registered~~8, ~~Public~~2013, as ~~Accounting~~previously ~~Firm~~amended effective as of January 22, 2014, May 6, 2014, August 25, 2014, December 1, 2014, October 27, 2016, February 6, 2017, December 22, 2017, and as further amended on March 14, 2022 (the “Agreement”). The Company and Hospital entered into the Ninth Amendment in order to add new Patent Rights under Section 1.11 of the Agreement and to update the Diligence Requirements set forth under Section 3.1 of the Agreement, both of which are set forth in the Ninth Amendment.

On May 12, 2023, the Board of Directors (the “Board”) of the Vicapsys Life Sciences, Inc. (the “Company”) approved the dismissal of D. Brooks and Associates CPAs, P.A. (“D. Brooks”) as the Company’s independent registered public accounting firm effective May 12, 2023.;

The ~~audit~~foregoing ~~reports~~does ofnot D.purport ~~Brooks~~to onbe ~~the~~a ~~Company’s~~complete ~~consolidated~~description ~~financial~~of ~~statements~~Ninth ~~for~~Amendment ~~each~~to of the ~~two~~Exclusive ~~most~~Patent ~~recent~~License ~~fiscal~~Agreement ~~years ended December 31, 2022~~ and ~~2021~~is ~~contained~~qualified in anits ~~explanatory~~entirety ~~paragraph~~by ~~regarding~~reference ~~the~~to ~~substantial doubt out~~ the ~~Company’s~~full ~~ability~~text toof ~~continue as~~such adocument, ~~going~~which ~~concern~~is ~~but~~filed ~~did~~as ~~not~~Exhibit ~~otherwise~~1.1, ~~contain~~to anthis ~~adverse~~Current ~~opinion~~Report oron aForm ~~disclaimer~~8-K ~~of opinion~~ and ~~were not qualified or modified as~~ toincorporated ~~uncertainty,~~herein ~~audit~~by ~~scope or accounting principles~~reference.

During the Company’s two most recent fiscal years ended December 31, 2022 and 2021, and in the subsequent interim period through May 12, 2023, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with D. Brooks on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of D. Brooks, would have caused D. Brooks to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods, and (ii) there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

The Company provided D. Brooks with a copy of the disclosure contained in this section of this Current Report on Form 8-K prior to the time this report was filed with the Securities and Exchange Commission (the “SEC”) and requested that D. Brooks furnish a letter addressed to the SEC stating whether it agrees with the above statements and, if not, stating the respects to which it does not agree. A copy of D. Brooks’ letter, dated May 17, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Engagement of Independent Registered Public Accounting Firm

On May 12, 2023, 2023, the Board appointed Assurance Dimensions. (“Assurance”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2023.

During our two most recent fiscal years ended December 31, 2022 and 2021 and in the subsequent interim period through May 12, 2023, neither the Company nor anyone on the Company’s behalf consulted Salberg regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, in connection with which either a written report or oral advice was provided to the Company that Salberg concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

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Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits.

Exhibit No.		Description
16.1		Letter of D. Brooks and Associates CPAs, P.A., dated May 17, 2023.
10.1		Ninth Amendment tot eh Exclusive Patent License Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Date: May 17, 2023	VICAPSYS LIFE SCIENCES, INC.
Date: June 2, 2023	VICAPSYS LIFE SCIENCES, INC.
	/s/ Federico Pier
	Federico Pier
	Chief Executive Officer

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