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): March 1521, 2016 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 1- REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry Into A Material Definitive Agreement

On March 1521, 2016, we entered into an Asset Purchase Agreement (the “Agreement”) with ~~Intercytex, Ltd~~Migralex., a ~~company~~Delaware ~~incorporated~~corporation ~~in England and Wales~~ (“~~Intercytex~~Migralex”). Under the Agreement, we acquired all assets related to ~~Intercytex’s~~Migralex™, ~~regenerative~~a ~~medicine~~commercially ~~technology~~available ~~known as ICX~~over-~~RHY/Vavelta™. ICX~~the-~~RHY~~counter ismedication afor ~~suspension~~treating ofpain. ~~human~~Migralex™ is ~~dermal~~a ~~fibroblasts~~headache ~~(HDFs)~~medicine inthat ~~cell storage medium, which~~ has ~~demonstrated~~been anclinically ~~ability~~proven ~~[in clinical / preclinical trials]~~ to ~~repair~~be ~~and~~highly ~~rejuvenate~~effective ~~skin.~~in Itrelieving ~~has~~most ~~been~~types ~~designed~~of ~~to improve the structure~~pain, ~~function~~including ~~and appearance of~~arthritis ~~skin~~pain, ~~damaged~~tension byheadaches, ~~medical~~sinus ~~conditions such as Epidermolysis bullosa~~headaches, ~~scarring~~stress ~~and associated scar contractures~~headaches, ormenstrual ~~the aging process. When injected into the skin~~headaches, ~~the HDFs are believed to remodel~~ and ~~lay~~various ~~down collagen and~~ other ~~extracellular matrix proteins within the dermis~~pains. ~~The~~ ~~HDFs~~It ~~begin~~is ~~producing~~a ~~collagen,~~patented ~~which~~product and ~~leads to skin improvement. ICX-RHY~~ is ~~being~~the ~~developed~~strongest ~~primarily~~combination ~~for medical~~pain ~~applications,~~medicine ~~but~~available ~~has~~without ~~also~~a ~~demonstrated utility in aesthetics.~~prescription

Under the Agreement, we have acquired all material assets currently owned by ~~Intercytex~~Migralex, including ~~clinical~~all ~~trial~~inventory, ~~data~~raw ~~and files~~materials, ~~patents,~~work ~~trademarks~~in process, ~~formulation~~packaging, ~~proposed~~the ~~formulations~~toll free number, hardware ~~contracts,~~and ~~working~~software ~~inventory~~used for ordering and customer support, ~~marketing~~all ~~material~~intellectual property, websites, ~~and~~domain ~~licenses.~~names, ~~The~~accounts ~~purchase~~receivable ~~price~~and vendor ~~for~~credits, ~~the~~contracts, ~~Intercytex~~and ~~assets~~all ~~was~~marketing $2and ~~million, paid~~promotional asinformation ~~follows:~~and materials.

~~1,538,462~~The ~~shares~~purchase ofprice ~~common~~for ~~stock,~~the ~~valued~~Migralex atassets consisted $1of ~~million~~common ~~pursuant~~stock toand ~~the~~warrants, ~~pricing~~paid ~~formula set~~as ~~forth in the Agreement; and~~follows:

~~Warrants to purchase~~ 1,~~538~~578,~~462~~948 shares of common stock; ~~at purchase price of $0.65, exercisable for a period of five (5) years. The Warrants were valued at $1 million pursuant to the pricing formula set forth in the Agreement.~~and

InWarrants ~~addition, we agreed~~ to ~~assume~~purchase ~~and~~526,316 ~~pay~~shares ~~certain liabilities~~ of ~~Intercytex~~common instock ~~the~~at ~~approximate~~purchase ~~amount~~price of ~~£60,000~~$0. ~~Further~~95, ~~we have agreed to assume certain ongoing contractual~~exercisable ~~obligations~~for ~~related~~a toperiod ~~the maintenance~~ of ~~the~~five ~~ICX-RHY~~(5) ~~technology, including ongoing agreements with patent agents and cell storage facilities~~years.

~~Finally~~In addition, we ~~have also~~ agreed to ~~make~~assume certain liabilities of Migralex arising under certain contracts assumed as part of the ~~following~~asset purchase. As part of the Agreement, we also entered into ~~milestone~~a ~~payments~~Consulting toAgreement ~~Intercytex~~with inDr. Alex Mauskop, the ~~future:~~inventor of Migralex™. Under the Consulting Agreement, Dr. Mauskop will receive a royalty on all sales for a period of three (3) years, and will perform a minimum of twenty (20) hours of work per month at a rate of $250 per hour.

AWe ~~one-time~~have ~~fee~~committed to beuse ~~paid~~reasonable ~~within~~commercial efforts ~~thirty~~in ~~days~~developing ofand ~~the~~commercializing ~~commercial~~Migralex’s ~~launch~~technologies, ofand ~~Vavelta™~~are required invest at least $5 million toward sales, inmarketing, and product line extension efforts over the ~~U.S.;~~next ~~and~~year.

A one-time milestone payment to be paid upon reaching a certain level of sales of Vavelta™.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 -- Unregistered Sales of Equity Securities

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

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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

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.

Ember Therapeutics, Inc.

/s/ Joseph Hernandez

Joseph Hernandez
Executive Chairman

Date: March 2128, 2016

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