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): ~~June~~December 2726, 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 1.01 Entry into a Material Definitive Agreement.

On ~~June~~December 2726, 2023, weVicapsys Life Sciences, Inc. (the “Company”) entered into a ~~securities~~letter ~~purchase~~ agreement (the “~~SPA~~Letter Agreement”) with AJB Capital Investments, LLC (“AJB”) pursuant to which the Company and ~~issued~~AJB aagreed ~~promissory~~to ~~note~~certain inmodifications ~~the~~to ~~principal~~that ~~amount~~certain (i) securities purchase agreement, dated as of ~~$330~~June 27,~~000~~ 2023 between the Company and AJB (the “~~note~~Purchase Agreement”) toand ~~AJB~~(ii) ~~pursuant~~Promissory toNote in the ~~SPA~~original ~~for~~aggregate ~~an purchase~~principal ~~price~~amount of $~~303~~330,~~600.~~000 ~~The~~issued ~~loan~~by ~~closed~~the ~~and~~Company ~~was~~to ~~funded~~Purchaser on June 2827, 2023 (the “Note”) as described below. WeDefined ~~intend~~terms toused herein ~~use~~but not defined herein shall have the ~~loan~~meanings ~~proceeds~~ascribed ~~for~~to ~~general~~such ~~working~~terms ~~capital~~in ~~purposes~~the Purchase Agreement and the Note.

~~The~~Pursuant ~~note~~to ~~has~~the anterms ~~original issuance discount~~ of 8%the ofLetter ~~the~~Agreement, ~~principal~~AJB and ~~bears~~the ~~interest~~Company atagreed ~~10%~~to a(i) ~~year.~~extend ~~The~~the ~~note~~Maturity isDate ~~due~~of ~~on December 27, 2023. Our failure to make required payments under~~ the ~~note~~Note or to ~~comply~~January ~~with any of these covenants~~27, ~~among other matters~~2024, ~~would constitute~~(ii) anincrease ~~event~~the ofPrincipal ~~default. Upon an event~~ of ~~default under~~ the ~~SPA~~Note orto ~~note~~$363,000, ~~the note will bear interest at 18%~~ and ~~all~~(iii) ~~outstanding~~amend ~~principal and~~Section ~~interest~~4(r) ~~will~~of bethe ~~immediately~~Purchase ~~due~~Agreement ~~and~~to ~~payable~~extend ~~and shall be multiplied by 150%, AJB may immediately accelerate~~ the ~~note~~date ~~due~~on ~~date,~~which ~~AJB~~the ~~may~~Company ~~convert~~shall ~~the~~prepare ~~amount~~and ~~outstanding~~file ~~under~~with the ~~note~~SEC ~~into shares of our common stock at~~ a ~~conversion~~registration ~~price~~statement ~~equal~~covering to the ~~average~~resale of ~~the~~all ~~3 lowest VWAP prices~~ of ~~our~~the ~~stock~~Conversion ~~prior~~Shares ~~to conversion,~~ and ~~AJB~~Commitment Fee ~~will~~Shares, ~~be entitled~~ to ~~its~~January ~~costs of collection~~27, ~~among other penalties and remedies~~2024.

WeThe ~~provided~~information ~~customary~~set ~~representations~~forth ~~and~~above ~~covenants~~is toqualified ~~AJB~~ in ~~the~~its ~~SPA.~~entirety ~~Our~~by ~~breach~~reference ~~of any representation or failure~~ to ~~comply with~~ the ~~covenants would~~actual ~~constitute~~terms ~~an event~~ of ~~default. Also pursuant to~~ the ~~SPA,~~Letter ~~we paid AJB a commitment fee of 328~~Agreement,~~571~~ ~~unregistered~~which ~~shares~~has ofbeen ~~our~~filed ~~common~~as ~~stock~~Exhibit ~~(the “commitment fee shares”)~~10.1 ~~If, after December 27, 2023, AJB has been unable~~ to ~~sell~~this ~~the~~Current ~~commitment~~Report ~~fee~~on ~~shares~~Form ~~for $115~~8-K,~~000,~~ ~~then~~and ~~AJB~~which ~~may~~is ~~require us~~incorporated toherein ~~issue~~by ~~additional shares or pay cash in the amount of the shortfall; provided however that upon an uplisting of our common stock to a national exchange, this provision will lapse~~reference.

The information set forth above is qualified in its entirety by reference to the actual terms of the note and the SPA, which have been filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 9-K, and which are incorporated herein by reference.

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

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Promissory Note of Vicapsys Life Sciences, Inc. in the principal amount of $330,000 issued to AJB Capital Investments LLC dated June 27, 2023.
10.1		Letter Agreement dated as of December 26, 2023 between Vicapsys Life Sciences, Inc. and AJB Capital Investments LLC
10.1		Securities Purchase Agreement dated as of June 27, 2023 between Vicapsys Life Sciences, Inc. and AJB Capital Investments LLC
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: June 30, 2023	VICAPSYS LIFE SCIENCES, INC.
Date: December 27, 2023	VICAPSYS LIFE SCIENCES, INC.
	/s/ Federico Pier
	Federico Pier
	Chief Executive Officer

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