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): ~~September~~November 1215, 2017

HYPGEN, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-207383	37-1780402
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1999 Avenue of the Stars Suite 1100 Century City, CA 90067
(Address of principal executive offices)

424-253-1201
(Registrant’s telephone number)

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))

Item 41.01 ~~Changes~~Entry InInto ~~Registrant’s~~a ~~Certifying~~Material ~~Public~~Definitive ~~Accountant~~Agreement.

On November 15, 2017, HypGen, Inc. (athe “Company”) ~~Dismissal~~entered into an Equity Financing Agreement and Registration Rights Agreement with GHS pursuant to which GHS has agreed to purchase up to $7,000,000 in shares of ~~Bharat~~Company ~~Parikh~~common &stock. ~~Associates~~The obligations of GHS to purchase the shares of Company common stock are subject to the conditions set forth in the Equity Financing Agreement, including, without limitation, the condition that a registration statement on Form S-1 registering the shares of Company common stock to be sold to GHS be filed with the Securities and Exchange Commission and become effective. The Registration Rights Agreement provides that the Company shall use commercially reasonable efforts to file the registration statement within 30 days after the date of the Registration Rights Agreement and have the registration statement become effective within 90 days after it is filed. The purchase price of the shares of Company common stock will be equal to 80% of the market price (~~“BPA”~~as determined in the Equity Financing Agreement) calculated at the time of purchase.

OnIn ~~September~~connection 12with the Equity Financing Agreement, ~~2017~~the Company executed a convertible promissory note in the principal amount of $15,000 (the “~~Dismissal~~Note”) as payment of the commitment fee for the Equity Financing Agreement. The Note bear interests at the rate of 10% and must be repaid on or before August 14, 2018 (the “Maturity Date”). The Company may repay the Note at any time before the Maturity Date. The amounts under the Note may be converted by GHS at any time after the Maturity Date into shares of Company common stock at a conversion price equal to 80% of the average closing bid price during the 5-day period prior to conversion (as determined in the Note). The Note contains certain representations, warranties, covenants and events of default, and increases in the ~~Board~~conversion discount and amount of ~~Directors~~the principal and interest rates under the Note in the event of such ~~HypGen~~defaults. The foregoing is only a brief description of the material terms of the Equity Financing Agreement, ~~Inc~~Registration Rights Agreement, and the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the “Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company”’s reliance upon Section 4(2) ~~determined~~of the Securities Act in issuing the securities was based upon the following factors: to(a) ~~dismiss~~the ~~BPA~~issuance asof ~~its~~the ~~independent~~securities ~~registered~~was an isolated private transaction by us which did not involve a public ~~accounting~~offering; ~~firm~~(b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the note was an accredited investor.

~~The report~~Item of3.02 ~~BPA~~Unregistered onSales ~~the audited financial statements~~ of ~~the~~Equity Company for the fiscal years ended May 31, 2017 and May 31, 2016 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except a going concern qualification on the Company’s financial statements for the fiscal years ended May 31, 2017 and May 31, 2016.Securities

~~During~~The ~~the~~descriptions ~~Company’s~~of ~~two most recent fiscal years,~~ the ~~subsequent~~equity ~~interim~~securities ~~periods~~described ~~thereto, and through the Dismissal Date, there were no disagreements (as defined~~ in Item ~~304~~1.01 ofissued ~~Regulation~~by ~~S-K) with BPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to~~ the ~~satisfaction of BPA, would have caused it to make reference in connection with its opinion to the subject matter of the disagreement. Further, during the~~ Company’s ~~two~~are ~~most~~incorporated ~~recent fiscal years, the subsequent interim periods thereto, and through the Dismissal Date, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K)~~herein.

The Company provided BPA with a copy of this Report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested BPA to furnish the Company with a letter addressed to the SEC, stating whether or not it agrees with the statements made above and, if not, stating the respects in which they do not agree. A copy of such letter will be filed by amendment once it is received.

(b) Engagement of Fruci Associates II, PLLC (“Fruci”)

On September 12, 2017 (the “Engagement Date”), the Company’s Board of Directors approved the appointment of Fruci as the Company’s independent registered public accounting firm. During the Company’s two most recent fiscal years, the subsequent interim periods thereto, and through the Engagement Date, neither the Company nor anyone on its behalf consulted Anton & Chia regarding either (1) the application of accounting principles to a specified transaction regarding the Company, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter regarding the Company that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
16	Letter regarding change in certifying accountant (to be filed by amendment)
10.19	Equity Financing Agreement dated November 15, 2017 with GHS Investments, LLC
10.20	Registration Rights Agreement dated November 15, 2017 with GHS Investments, LLC
10.21	Promissory Note in the amount of $15,000 dated November 15, 2017 with GHS Investments, LLC

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, thereunto duly authorized.

	HYPGEN, INC.
Dated: September 19, 2017	By:	/s/ Dr. McCoy Moretz
Dated: November 16, 2017	By:	/s/ Dr. McCoy Moretz
		Dr. McCoy Moretz Chief Executive Officer

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