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): February 810, 2017

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NEWGEN BIOPHARMA CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada 000-1537274 N/A
(State or other jurisdiction of incorporation) (CommissionFile Number) (IRS Employer Identification No.)
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3221 Dominquez Avenue, Quezon City, Philippines	N/A
Nevada	000-1537274	81-5332421
(Address of Principal Executive Offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

506 2^nd Avenue, Suite 1400, Seattle, WA		98104
(Address of Principal Executive Offices)		(Zip Code)

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

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

~~N/A~~3221 Dominquez Avenue, Quezon City, Philippines

_______________________

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))

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Resignation~~Adoption of ~~Officer~~2017 ~~and~~Equity ~~Director~~Incentive Plan

On February 810, 2017, ~~Jerwin~~stockholders ~~Alfiler resigned from all positions as a director and officer~~ of NewGen BioPharma Corp., a Nevada corporation (the “Company”). ~~Mr.~~holding ~~Alfiler~~a ~~was~~majority ~~appointed~~of asthe outstanding shares of common stock of the ~~President,~~Company ~~Secretary,~~delivered ~~Treasurer~~an ~~and~~executed ~~sole~~written ~~director~~consent approving the adoption of the 2017 Equity Incentive Plan of the Company on(the ~~January~~“Plan”). 7,The ~~2014,~~Board ~~and~~of ~~resigned~~Directors ~~from~~(the ~~all~~“Board”) ~~such~~of ~~director~~the Company subsequently adopted the Plan and ~~officer~~reserved ~~positions,~~the ~~effective~~number asof shares of ~~February~~the 8,Company’s ~~2017.~~common Tostock equal to eleven percent (11%) of the ~~knowledge~~number of outstanding shares of the Company’s common stock for issuance thereunder to the Company’s employees, Mrofficers, directors, consultants and advisers. ~~Alfiler~~As ~~did~~such, ~~not~~so ~~have~~long ~~any~~as ~~disagreements~~the ~~with~~Plan is in effect, the ~~Company~~number onof shares available for issuance under the Plan will increase any ~~matter~~time ~~relating~~additional toshares of the Company’s ~~operations~~common stock are issued. Pursuant to the approval of the Board and such majority stockholders, ~~policies~~the oradoption ~~practices~~of the Plan became effective on February 10, 2017.

~~Appointment~~For a detailed description of ~~Officer~~the terms and ~~Director~~conditions of the Plan, see “STOCKHOLDERS’ ACTION NO. 1 – APPROVAL OF THE 2017 EQUITY INCENTIVE PLAN” in the Information Statement attached hereto as Exhibit 99.1. The description of the Plan contained in the Information Statement is qualified in its entirety by reference to the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

OnSECTION ~~February~~ 8, ~~2017,~~– ~~upon~~OTHER written consent of our Board of Directors (the “Board”) and in accordance with the provisions of our Amended and Restated Bylaws, the Board appointed Bradford James Long to serve as the President, Secretary, Treasurer and a director of the Company, to fill the vacancies created by Mr. Alfiler’s resignation. It is contemplated that Mr. Long may serve on certain committees of the Board in the future, but no such committees have been established, and consequently no such appointment has been made as of the date of this report. EVENTS

~~There~~Item ~~are no agreements or understandings between Mr~~8.01 ~~Long~~Other ~~and any other persons, pursuant to which Mr~~Events. Long was appointed as President, Secretary, Treasurer, and a member of the Board. There are no family relationships between Mr. Long and any other director, executive officer, or person nominated or chosen to become a director or executive officer of the Company. There are no past or proposed transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Long had or will have a direct or indirect material interest.

~~Since~~On ~~1997,~~February ~~Mr. Long has served as the President and founder of Beneficial Designs~~13, ~~Inc.~~2017, athe ~~privately~~Company ~~held~~mailed investor relations company specializing in assisting publicly traded companies with corporate communications, investor awareness and other investor relations. Prior to his work with Beneficial Designs, Mr. Long served as the ~~President~~Information ~~and~~Statement ~~COO of Axiom International Development Corp., a company focused on raising capital~~ to ~~develop~~its ~~hotels~~stockholders ~~and~~regarding ~~entertainment and restaurant complexes in~~ the ~~People’s~~adoption ~~Republic~~ of ~~China. With over 35 years of experience in~~ the ~~securities industry, we believe Mr~~Plan. ~~Long’s experience in investor relations and financial markets will be valuable to our Company as we continue to develop our business plan and grow our operations.~~

2 SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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~~Exhibits.

NewGen BioPharma Corp., a Nevada Corporation Dated: February 9, 2017 By: /s/ Bradford Long Bradford Long President

Exhibit		Description
10.1		2017 Equity Incentive Plan of NewGen BioPharma Corp.
99.1		Information Statement of NewGen BioPharma Corp. dated February 13, 2017.

SIGNATURE

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.

	NewGen BioPharma Corp., a Nevada Corporation

Dated: February 14, 2017	By:	/s/ Bradford Long
		Bradford Long
		President

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