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 8~~March 15, 2016 Ember Therapeutics, Inc. (Exact name of registrant as specified in its charter)

Ember Therapeutics, Inc. (Exact name of registrant as specified in its charter)

Delaware	033-13474-NY	01-3341552
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

135 East 57th Street, 24th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (646) 406-6243

___________________________________________________

(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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 4 1- ~~Matters~~REGISTRANT’S BUSINESS ~~Related~~AND ~~to Accountants and Financial Statements~~OPERATIONS

Item 41.01 ~~Changes~~ inEntry ~~Registrant’s~~Into ~~Certifying~~A ~~Accountant.~~Material Definitive Agreement

On ~~February 8~~March 15, 2016, we ~~dismissed~~entered ~~KLJ~~into &an ~~Associates,~~Asset Purchase ~~LLP~~Agreement (the “~~Former~~Agreement”) ~~Accountant~~with Intercytex, Ltd., a company incorporated in England and Wales (“Intercytex”). Under the Agreement, we acquired all assets related to Intercytex’s regenerative medicine technology known as ~~our~~ICX-RHY/Vavelta™. ICX-RHY ~~independent~~is ~~auditor~~a suspension of human dermal fibroblasts (HDFs) in cell storage medium, which has demonstrated an ability [in clinical / preclinical trials] to repair and rejuvenate skin. ~~Also~~It onhas ~~January~~been designed to improve the structure, function and appearance of 6skin damaged by medical conditions such as Epidermolysis bullosa, ~~2016~~scarring and associated scar contractures, ~~our~~or ~~board~~the ofaging ~~directors~~process. When ~~appointed~~injected ~~EisnerAmper~~into ~~LLP~~the (skin, the ~~“New~~HDFs ~~Accountant”)~~are asbelieved ~~our~~to ~~new~~remodel ~~independent~~and ~~registered~~lay down collagen and other extracellular matrix proteins within ~~public~~the ~~accounting~~dermis. The ~~firm~~HDFs begin producing collagen, which leads to skin improvement. ICX-RHY is being developed primarily for medical applications, but has also demonstrated utility in aesthetics.

~~The~~Under ~~Former Accountant~~the ~~was engaged on July 14~~Agreement, ~~2015.~~we ~~From~~have ~~the~~acquired ~~time~~all ofmaterial assets ~~its~~currently ~~engagement~~owned ~~through~~by ~~the~~Intercytex, ~~date~~including ofclinical ~~its~~trial ~~dismissal~~data onand ~~February~~files, 8patents, ~~2016~~trademarks, ~~the~~ ~~services~~formulation, ~~provided~~proposed ~~by the Former Accountant consisted only of review of the Company’s financial statements for the quarters~~formulations, ~~ended~~contracts, ~~June~~working 30inventory, ~~2015~~marketing ~~and~~material, ~~September 30~~websites, ~~2015~~and licenses. The ~~Former~~purchase ~~Accountant~~price ~~did~~for ~~not render an audit report on any of~~ the ~~Company’s annual~~Intercytex ~~financial~~assets ~~statements because no annual report~~ was ~~due~~$2 ~~during~~million, paid ~~the~~as ~~time of its engagement by the Company.~~follows:

~~During the Company’s most recent fiscal year~~1, ~~the subsequent interim period thereto~~538,462 ~~and~~shares ~~through February 8, 2016, there were no “disagreements” (as such term is defined in Item 304~~ of ~~Regulation~~common ~~S-K) with the Former Accountant on any matter of accounting principles or practices~~stock, ~~financial~~ ~~statement~~valued ~~disclosure,~~at or$1 ~~auditing~~million ~~scope~~pursuant ~~or procedures, which disagreements if not resolved~~ to the ~~satisfaction~~pricing ~~of the~~formula ~~Former~~set ~~Accountant~~forth ~~would have caused them to make reference thereto~~ in ~~their reports on~~ the ~~financial~~Agreement; ~~statements for such periods.~~and

~~During~~Warrants ~~the Company’s~~to ~~most~~purchase ~~recent~~1,538,462 ~~fiscal~~shares ~~year,~~of ~~the~~common ~~subsequent~~stock ~~interim~~at ~~period~~purchase ~~thereto~~price of $0.65, ~~and~~exercisable for ~~through~~a ~~February~~period 8,of ~~2016,~~five ~~there~~(5) years. The Warrants were novalued ~~“reportable events”~~at ~~(as~~$1 ~~such~~million ~~term~~pursuant isto ~~defined~~the inpricing ~~Item~~formula ~~304~~set offorth ~~Regulation~~in ~~S-K)~~the Agreement.

~~Prior~~In ~~to retaining the New Accountant~~addition, we ~~did~~agreed ~~not~~to ~~consult~~assume ~~with~~and ~~the~~pay ~~New~~certain liabilities ~~Accountant~~of ~~regarding~~Intercytex ~~either:~~in ~~(i)~~ the ~~application~~approximate amount of ~~accounting principles to a specified transaction~~£60,000. ~~either contemplated or proposed~~Further, orwe ~~the~~have ~~type~~agreed ofto ~~audit~~assume ~~opinion~~certain ~~that~~ongoing ~~might be rendered on the Company’s~~contractual ~~financial~~obligations ~~statements;~~related orto ~~(ii) any matter that was~~ the ~~subject~~maintenance of athe ~~“disagreement”~~ICX-RHY ortechnology, aincluding ~~“reportable~~ongoing ~~event” (as~~agreements ~~those~~with ~~terms~~patent ~~are~~agents ~~defined~~and incell ~~Item 304 of Regulation S-K)~~storage facilities.

~~On February 8~~Finally, ~~2016,~~we ~~the~~have ~~Company~~also ~~provided~~agreed ~~the~~to ~~Former~~make ~~Accountant with its disclosures in this Current Report on Form 8-K disclosing~~ the ~~dismissal~~following ofmilestone ~~the~~payments ~~Former~~to ~~Accountant~~Intercytex ~~and requested~~ in ~~writing that~~ the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.future:

~~SECTION~~A 9one-time –fee ~~Financial~~to be paid within thirty days of the commercial launch of Vavelta™ ~~Statements~~in ~~and~~the ~~Exhibits~~U.S.; and

~~Item~~A ~~9.01~~one-time ~~Financial~~milestone ~~Statements and~~payment ~~Exhibits~~to be paid upon reaching a certain level of sales of Vavelta™.

Exhibit No.	Description
16.1	Letter from KLJ & Associates, LLP to the Securities and Exchange Commission

SECTION 3 – SECURITIES AND TRADING MARKETS

2Item 3.02 -- Unregistered Sales of Equity Securities

~~SIGNATURES~~The disclosures set forth above regarding issuance of common stock and warrants to Intercytex is incorporated herein by reference. The issuance of such shares and warrants was exempt from registration under Section 4(2) of the Securities Act.

~~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.~~2

~~Ember~~SECTION ~~Therapeutics,~~9 ~~Inc.~~– Financial Statements and Exhibits

~~/s/~~Item ~~Joseph~~9.01 ~~Hernandez~~Financial Statements and Exhibits.

Joseph Hernandez Executive Chairman

Exhibit No.	Description
10.1	Asset Purchase Agreement with Intercytex, Ltd.

~~Date: February 11, 2016~~SIGNATURES

3Pursuant 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.

Ember Therapeutics, Inc.

/s/ Joseph Hernandez

Joseph Hernandez
Executive Chairman

Date: March 21, 2016

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