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 1026, 2017

NEWGEN BIOPHARMA CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-1537274	N/A
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3221 Dominquez Avenue, Quezon City, Philippines		N/A
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~855~~844-624-4793

Former Name or Former Address, if Changed Since Last Report:

N/A

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)

¨	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))

~~Item~~SECTION ~~1.01~~5 ~~Entry~~– ~~into~~CORPORATE aGOVERNANCE ~~Material~~AND ~~Definitive~~MANAGEMENT ~~Agreement~~

OnItem ~~January 10, 2017, NewGen Biopharma Corp~~5.,02 aDeparture ~~Nevada~~of ~~corporation~~Directors ~~(“Parent”),~~or ~~entered~~Certain ~~into~~Officers; anElection ~~Agreement~~of ~~and~~Directors; ~~Plan~~Appointment of ~~Merger~~Certain ~~(the~~Officers; ~~“Merger~~Compensatory ~~Agreement”)~~Arrangements with NewGen Merger Sub Inc., a New Jersey corporation (“Acquisition Corp.”), and NewGen Biopharma Corporation, a New Jersey corporation (the “Company”). Pursuant to the Merger Agreement, Acquisition Corp. will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of ~~Parent~~Certain ~~upon the terms and subject to the conditions set forth in the Merger Agreement~~Officers.

~~As set forth in the Merger Agreement, each share of common stock, no par value per share, of Acquisition Corp. that is outstanding immediately prior to the effective date of the Merger~~ (~~the “Effective Date”~~d) ~~shall,~~Election ~~by virtue~~ of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, no par value per share, of the Company, so that at the Effective Date, Parent will be the holder of all of the issued and outstanding shares of the Company.Director

~~Immediately~~On ~~following~~January ~~the~~26, ~~Effective Date~~2017, ~~there~~upon ~~will~~written beconsent noof ~~more~~our ~~than~~Board ~~52,000,000~~of ~~shares~~Directors ofand ~~Parent’s~~in ~~common~~accordance ~~stock~~with ~~issued~~the provisions of our Amended and ~~outstanding~~Restated Bylaws, ~~which~~our ~~shall~~Board ~~consist~~of Directors increased the number of ~~(i)~~directors ~~10,000,000~~to ~~shares~~serve on the Board of ~~Parent’s~~Directors ~~common~~from ~~stock~~one ~~issued~~to two directors, and ~~outstanding~~elected ~~immediately~~Navdeep ~~prior~~Jaikaria, Ph.D. to fill the ~~Effective~~vacancy ~~Date,~~on ~~(ii)~~the anBoard ~~aggregate~~ of ~~40,000,000~~Directors ~~shares~~created ofby ~~Parent’s~~such ~~common~~increase. ~~stock~~It ~~issued~~is tocontemplated that Dr. Jaikaria may serve on certain committees of the ~~stockholders~~Board of Directors in the ~~Company~~future, ~~and~~but ~~(iii)~~no $2such committees have been established,~~000,000~~ ~~shares~~and consequently no such appointment has been made as of the ~~Parent’s~~date ~~common~~of ~~stock~~this ~~which~~report. ~~may~~Other bethan ~~issued~~as described below, there are no agreements or understandings between Dr. Jaikaria and ~~outstanding~~any other persons, pursuant to ~~the~~which ~~Private~~Dr. ~~Placement~~Jaikaria (was elected as ~~defined~~a ~~below),~~director. ~~excluding~~There are no family relationships between Dr. Jaikaria and any ~~shares~~other ofdirector, ~~common~~executive ~~stock~~officer, ~~issuable~~or ~~under~~person ~~outstanding~~nominated ~~warrants~~or chosen to become a director or executive officer of our company.

~~Pursuant~~Dr. toJaikaria is the ~~terms~~Founder, Chairman, President and CEO of ~~the~~NewGen ~~Merger~~BioPharma ~~Agreement~~Corporation, ~~Parent~~a ~~may~~New ~~issue~~Jersey corporation (“NewGen New Jersey”), and ~~sell~~has upserved toin asuch ~~maximum~~capacities ofsince ~~$2,000,000~~2010. ofNewGen ~~its~~New ~~Units~~Jersey inoperates as a ~~private~~pharmaceutical ~~offering~~and atnanotherapeutics $1biotechnology company that develops enhanced pharmaceuticals and cosmaceuticals by reformulating approved active pharmaceutical ingredients using proprietary nanotechnology platforms.00 ~~per~~Prior ~~Unit~~to ~~with~~founding ~~each~~NewGen ~~“Unit”~~New ~~consisting~~Jersey ofin ~~(i)~~2010, ~~one~~Dr. ~~share~~Jaikaria served as a Managing Director and Head of ~~Parent’s~~Equity ~~common~~Research ~~stock~~at Rodman and ~~(ii)~~Renshaw, a ~~warrant~~New toYork ~~purchase~~healthcare ~~one~~investment ~~share~~bank. ofDr. ~~Parent’s~~Jaikaria ~~common~~obtained ~~stock~~his ~~at $1~~B.00Sc. ~~per~~in ~~share~~human ~~(the~~biology ~~“Private~~from ~~Placement”)~~All India Institute for Medical Sciences in New Delhi, his Ph.D. ~~The~~in ~~proceeds~~cell ofbiology and anatomy at the ~~Private~~New ~~Placement~~York ~~shall~~Medical beCollege, ~~used~~and ~~for~~completed ~~the~~a ~~purpose~~post-doctoral offellowship ~~financing~~at the ~~Company~~Rockefeller University. We believe Dr. Jaikaria’s ~~ongoing~~experience in financial markets, the biotechnology industry, business leadership and ~~operations~~management will be valuable to our company as we continue to develop and implement our business plan.

~~The~~As ~~Merger~~disclosed ~~Agreement~~in ~~has~~further ~~been~~detail ~~approved~~in byour Current Report on Form 8-K filed with the ~~boards~~SEC ofon ~~directors~~January 11, 2017, on January 10, 2017, we entered into an Agreement and Plan of ~~each~~Merger (the “Merger Agreement”) with NewGen New Jersey and NewGen Merger Sub Inc., a New Jersey corporation and our wholly-owned subsidiary formed for the purpose of the ~~parties~~transaction. Pursuant to the terms of the Merger Agreement, ~~subject~~we will issue 40,000,000 shares of our common stock to ~~any~~the ~~requisite~~shareholders ~~approvals,~~of NewGen New Jersey in exchange for our acquisition of all the issued and ~~other~~outstanding ~~customary~~capital ~~closing~~stock ~~conditions~~of NewGen New Jersey, ~~the~~and ~~Merger~~NewGen isNew ~~expected~~Jersey towill bebecome ~~completed~~our ~~after~~wholly-owned subsidiary. Dr. Jaikaria is the ~~closing~~founder ~~conditions~~and ~~set~~an ~~forth~~approximate in38% ~~the~~shareholder ~~Merger~~of ~~Agreement~~NewGen ~~have~~New ~~either~~Jersey, ~~been~~and ~~satisfied~~therefore orhas ~~waived~~a direct material interest in the transactions contemplated by the ~~appropriate~~Merger ~~party~~Agreement.

The Merger Agreement includes customary representations, warranties and covenants of Parent, Acquisition Corp. and the Company made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business, or financial information about Parent, the Company, or Acquisition Corp. Moreover, some of those representations and warranties (i) may not be accurate or complete as of any specified date, (ii) may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, (iii) may have been used for purposes of allocating risk among Parent, the Company, and Acquisition Corp., rather than establishing matters as facts, or (iv) may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Parent that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, and other documents that Parent files with the SEC.2

The Merger Agreement also contains certain conditions to closing typically found in an agreement of this nature. In addition, the closing of the Merger is conditioned upon approval by the stockholders of the Company. The Merger Agreement also includes certain termination provisions for the parties, including but not limited to that any party has the right to terminate the Merger Agreement if the closing date has not occurred on or before January 31, 2017.SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~description~~the requirements of the ~~Merger~~Securities ~~Agreement~~Exchange isAct ~~qualified~~of in1934, ~~its~~the ~~entirety~~registrant byhas ~~reference~~duly tocaused ~~the~~this ~~Merger~~report ~~Agreement~~to ~~filed~~be assigned ~~Exhibit~~on ~~2.1~~its ~~attached~~behalf ~~hereto~~by ~~and~~the ~~incorporated~~undersigned ~~herein~~hereunto byduly ~~reference~~authorized.

	NewGen BioPharma Corp., a Nevada Corporation

Dated: January 26, 2017	By:	/s/ Jerwin Alfiler
		Jerwin Alfiler President

~~Item 9.01 – Financial Statements and Exhibits.~~3

(d) Exhibits.

Exhibit		Name
Exhibit 2.1		Agreement and Plan of Merger dated January 10, 2017, by and among NewGen BioPharma Corp., NewGen Merger Sub Inc., and NewGen BioPharma Corporation.

SIGNATURE

NewGen BioPharma Corp.,a Nevada Corporation Dated: January 10, 2017By/s/ Jerwin Alfiler Jerwin Alfiler President

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