8-K

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 21, 2016

ARROGENE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 000-53018 Commission File Number 20-8057585 (I.R.S. Employer Identification Number)

2500 Broadway, Bldg. F, Suite F-125
Santa Monica, CA 90404

(Address of principal executive offices)

(424) 238-4442

(Issuer’s Telephone Number)

___________________________

(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 (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))

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ITEM 3.02UNREGISTERED SALE OF EQUITY SECURITIES

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Arrogene, Inc., a Delaware corporation (the "Company"):

1.a.On February 21, 2016 and April 20, 2016, the Company sold an aggregate of $900,000 of its securities consisting of 10% Convertible Promissory Notes (“Notes”) for a purchase price equal to the principal amount of the Notes.  The Notes were sold in connection with a private offering of Notes being undertaken by the Company in the aggregate amount of $5,000,000.  The form of Note is filed herewith as Exhibit 4.01.  The Notes are due and payable five years from the date of issue, (the “Maturity Date”) and are convertible, at the option of the holder, into shares of Arrogene Common Stock at a conversion price (“Conversion Price”) determined as follows:  the lesser of (i) $1.00 per share or (ii) if the Company has completed a Qualified Financing, as defined in the Note, prior to the Conversion Date (a “Qualified Financing”),  the price per share of Common Stock or Common Stock Equivalent in the Qualified Financing (the “Qualified Financing Price”).

b.The Notes were sold to two (2) persons each of whom qualified as an “accredited investor” within the meaning of Rule 501(a) of Regulation D.  The Notes and the Common Stock issuable upon conversion of the Notes are “restricted securities” under the Securities Act of 1933, as amended and the Notes evidencing same bear the Company’s customary restrictive legend.

c.No sales commissions have been paid to date with respect to this offering.

d.The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 506 of Regulation D thereunder.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.  We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information.  Based on our investigation, we believed that each accredited investor obtained all information regarding the Company that was requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.

e.See paragraph 1(a) above

f.The net proceeds from the sale of Securities will be used for working capital.

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ITEM 5.02ELECTION OF DIRECTORS; COMPENSATORY ARRANGEMENTS

Effective March 31, 2016, the Company and Dr. Jack Kavanaugh entered into an Amended Agreement amending and restating in its entirety, the previous Agreement with Mr. Kavanaugh, a copy of which is filed herewith as Exhibit 10.1.

ITEM 5.03AMENDMENT TO CERTIFICATE OF INCORPORATION

Effective March 17, 2016 the Board of Directors adopted and approved an Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, a copy of which is filed herewith as Exhibit 3.1.   

ITEM 9.01 EXHIBITS

3.1Amended and Restated Certificate of Designations

4.01Form of Convertible Promissory Note

10.01Amended and Restated Agreement

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.

	Arrogene, Inc.
Dated: April 20, 2016		/s/ Jack Kavanaugh
	By:	Jack Kavanaugh
	Its:	Executive Chairman

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EX-3.1

AMENDED AND RESTATED

CERTIFICATE OF DESIGNATIONS, PREFERENCES,

AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK

OF ARROGENE, INC.

Pursuant to the

Delaware General Corporation Law

ARROGENE, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY that pursuant to the authority contained in Article IV of its Articles of Incorporation, and in accordance with the provisions of the Delaware Business Corporations Act, the Company's Board of Directors hereby certifies:

1. That in accordance with the provisions of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), filed in the office of the State of Delaware on December 7, 2006, and by a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed in the office of the Secretary of State of Delaware January 19, 2016 (the “Certificate of Designations”), the Company authorized the issuance of shares of the Series A Convertible Preferred Stock and established the voting provisions, designations, preferences, participating, optional and other rights, and the qualifications, limitations and restrictions thereof.

2. That pursuant to the authority conferred upon the Board by the provisions of the Certificate of Incorporation, and Section 151 (g) of DGCL, on February 10, 2016, the Board adopted the following resolution amending and restating, effective upon the date this Amended and Restated Certificate of Designations is filed in the office of the Secretary of State of the State of Delaware, the provisions of the Certificate of Designations and that pursuant to Section 242(b) of DGCL, a majority of the holders of the common stock and Series A Convertible Preferred Stock have approved the following resolution:

RESOLVED that, pursuant to the authority expressly granted to and vested in the Board by the provisions of the Certificate of Incorporation, the designation and number of shares of Series A Convertible Preferred Stock and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations, and restrictions thereof are amended and restated to read in their entirety as follows:

1.Designations and Amounts.  Six Million (6,000,000) shares of the Company's authorized Preferred Stock are designated as Series A Convertible Preferred Stock, having a stated value of $0.0001 per share (“Stated Value”).

2.Definitions.

For the purposes of this Resolution the following definitions shall apply:

(a)"Board" shall mean the Board of Directors of the Company.

(b)"Company" shall mean Arrogene, Inc., a Delaware corporation formed on December 7, 2006.

(c)"Original Issue Date" for a series of Preferred Stock shall mean the date on which the first share of such series of Preferred Stock was originally issued.

(d)"Preferred Stock" shall refer to Series A Convertible Preferred Stock.

(e)"Stated Value" shall mean $0.0001 per share.

(f)"Subsidiary" shall mean any corporation at least fifty percent (50%) of whose outstanding voting stock shall at the time be owned directly or indirectly by the Company or by one or more Subsidiaries.

(g)"Securities Act" shall mean the Securities Act of 1933, as amended.

(h)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(i)“Holder” shall mean any person who is the record owner of shares of Preferred Stock.

 (j)“Change in Control of the Company” shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar proposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when: (a) any "person" (as such term is sued in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities, or (b) a majority of the individuals who were members of the Board of Directors of the Company immediately prior to the action of the shareholders of the Company involving the election of directors or an action of the Board of Directors without action by the Company's shareholders shall not constitute a majority of the Board of Directors following such action.

3.Dividends.

(a)The Holders of outstanding Preferred Stock shall be entitled to participate, pro rata, in dividends paid on outstanding shares of Common Stock, if, when and as the Board of Directors shall in their sole discretion deem advisable, and only from the net profits or surplus of the Company as such shall be fixed and determined by the Board of Directors.  The determination of the Board of Directors at any time of the amount of

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net profits or surplus available for dividend shall be binding and conclusive on the Holder.

4.Priority On Liquidation

(a)Payment upon Dissolution, Etc.  Upon the occurrence and continuance of: (i) any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings in connection therewith, commenced by the Company or by its creditors and not dismissed within 90 days following such commencement, as such, or relating to its assets, or (ii) the dissolution or other winding up of the Company whether total or partial, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy proceedings, or (iii) any assignment for the benefit of creditors or any marshalling of the any assignment for the benefit of creditors or any marshalling of the material assets or material liabilities of the Company (a “Liquidation Event”), no distribution shall be made to the Holder of any shares of Series A Preferred Stock until: (1) the holders of any and all other outstanding shares of capital stock issued in consideration of a cash payment, including common stock, (except for capital stock which by its terms is junior to the Series A Preferred Stock) shall have a liquidation preferences senior to the Series A Preferred Stock.  In the event that upon the occurrence of a Liquidation Event, the assets available for distribution to the Holder of the Series A Preferred Stock and to the holders of any pari passu securities are insufficient to pay the liquidation preference with respect to all of the outstanding shares of Series A Preferred Stock and of such pari passu securities, such assets will be distributed ratably among such shares in proportion to the ratio that the liquidation preference payable on each such share bears to the aggregate liquidation preference payable on all such shares.

(b)Liquidation Preference.  The “Liquidation Preference” with respect to a share of capital stock, including common stock, which is senior to the Series A Preferred Stock shall be an amount equal to the sum of (i) the Stated Capital of the Company, plus (ii) the Additional Paid in Capital of the Company, divided by (iii) the number of shares of outstanding capital stock, including common stock, eligible to participate in any distribution senior to shares of Series A Preferred Stock.  After the payment of all Liquidation Preferences, any assets remaining shall be distributed to the Holder of Series A Preferred Stock in the amount of the Stated Value of the Series A Preferred Stock.

(c)Ranking.  In the event of the liquidation, dissolution, or other winding up of the Company, the Series A Preferred Stock will be treated as (i) junior to the holders of the Common Stock and any other class or series of stock which were issued for cash consideration which is not made pari passu with or junior to the Series A Preferred Stock; (ii) junior to any other class or series of stock which is made senior to the Series A Preferred Stock, (iii) pari passu with the holders of shares of Common Stock and

other classes or series of capital stock issued for consideration other than cash, and (iv) senior to shares of capital stock made junior to the Series A Preferred Stock.

5.Redemption.

(a)The Company shall not have the right to redeem; nor shall any Holder have the right to demand that the Company redeem any issued and outstanding shares of Series A Preferred .

6.Voting Rights.

(a)Each Holder shall be entitled to the number of votes equal to the number of shares of Common Stock into which shares of Series A Preferred could be converted (pursuant to Section 7 hereof) immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent and shall have voting rights and powers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company.  Except as otherwise provided herein or as required by law, the Series A Preferred shall vote together with the Common Stock as a single class on an as-converted to Common Stock basis at any annual or special meeting of the stockholders and not as a separate class, and may act by written consent in the same manner as the Common Stock with respect to any question upon which holders of Common Stock have the right to vote.

 (b)So long as any shares of Series A Preferred Stock remain outstanding, the consent of a majority of the holders of the then outstanding Series A Preferred Stock, voting as one class, either expressed in writing or at a meeting called for that purpose, shall be necessary to repeal, amend or otherwise change this Certificate of Designation, Preferences and Rights or the Articles of Incorporation of the Company, as amended, in a manner which would alter or change the powers, preferences, rights privileges, restrictions and conditions of the Series A Preferred Stock so as to adversely affect the Preferred Stock.

7.Conversion.

Holders of Preferred Stock shall have the following conversion rights (the "Conversion Rights"):

(a)Optional Conversion:  Right to Convert.  Each share of Preferred Stock shall be convertible, at the option of the Holder thereof  (provided that upon any liquidation of the Company, the right of conversion shall terminate at the close of business on the business day fixed for payment of the amount distributable on the Preferred Stock) at the office of the Company or any transfer agent for the Preferred Stock or Common Stock, into one fully-paid and non-assessable share of Common Stock.  

(b)Conversion Rate. Each share of Preferred Stock shall be convertible into one (1) share of Common Stock, subject to adjustments provided for herein. As used herein, “Conversion Rate” shall mean the number of shares of Common Stock issuable upon conversion of one share of Series A Preferred Stock.  

 (c)Intentionally Omitted.

(d)Mandatory Conversion.  All outstanding shares of Preferred Stock shall automatically convert into shares of Common Stock in accordance with this Section 7 either (i) immediately upon written notice from the Company to Holder of its election to compel the conversion of the Preferred Stock or (ii) upon the consummation of a transaction that results in a Change in Control of the Company, as defined above. Following the effective date of such Mandatory Conversion, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock subject to such Mandatory Conversion shall not have been surrendered, all rights with respect to such shares shall forthwith terminate, except only the right of the Holders to receive shares of Common Stock.

(e)Notice of Optional Conversion.  The right of conversion shall be exercised by the Holder thereof by giving written notice (the “Conversion Notice”) to the Company, by facsimile or by registered mail or overnight delivery service, with a copy by facsimile to the Company’s then transfer agent for its Common Stock, as designated by the Company from time to time, that the Holder elects to convert a specified number of shares of Preferred Stock into Common Stock and, if such conversion will result in the conversion of all of such Holder’s shares of Preferred Stock, by surrender of a certificate or certificates for the shares so to be converted to the Company at its principal office (or such other office or agency of the Company as the Company may designate by notice in writing to the Holders of the Preferred Stock) at any time during its usual business hours on the date set forth in the Conversion Notice, together with a statement of the name or names (with address) in which the certificate or certificates for shares of Common Stock shall be issued.  

(f)Mechanics of Conversion.  Before any Holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Common Stock, and shall give written notice to the Company at such office that he elects to convert the same and shall state therein the number of shares of Preferred Stock being converted.  Thereupon the Company shall promptly issue and deliver at such office to such Holder of Preferred Stock a certificate or certificates for the number of shares of Common Stock to which he shall be entitled.  Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Common Stock issuable upon

such conversion shall be treated for all purposes as the record Holder or Holders of such shares of Common Stock on such date.

(g)Adjustment for Stock Splits and Combinations.  If the Company shall at any time or from time to time after the Original Issue Date of the Preferred Stock effect a subdivision of the outstanding Common Stock, the Conversion Rate then in effect immediately before that subdivision shall be proportionately increased, and conversely, if the Company shall at any time or from time to time after the Original Issue Date of the Preferred Stock combine the outstanding shares of Common Stock, the Conversion Rate then in effect immediately before the combination shall be proportionately decreased.  For the avoidance of doubt, if the Company effects a 2-for-1 forward split, each share of Series A Preferred Stock will automatically be convertible into two shares of Common Stock; and if the Company effects a 1-for-2 reverse split, each share of Series A Preferred Stock shall automatically become convertible into one-half share of Common Stock.  Any adjustment under this paragraph 7(h) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(h)Adjustment for Certain Dividends and Distributions.  In the event the Company at any time, or from time to time after the Original Issue Date of Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Conversion Rate for such series of Preferred Stock then in effect shall be increased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Rate for such series of Preferred Stock then in effect by a fraction:

(1)the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance on the close of business on such record date, and

(2)the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance on the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully made on the date fixed therefor, the Conversion Rate for such series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Rate for such series of Preferred Stock shall be adjusted pursuant to this Paragraph 7(i) as of the time of actual payment of such dividends or distributions.

(i)Adjustment for Reclassification, Exchange, or Substitution.  If the Common Stock issuable upon the conversion of the Preferred Stock shall be changed into the

same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Paragraph 7), then and in each such event the Holder of each share of Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by Holders of the number of shares of Common Stock into which such shares of Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustments as provided herein.

(j)Reorganization, Mergers, Consolidations, or Sales of Assets.  If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification, or exchange of shares provided for elsewhere in this Paragraph 7) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the company's assets to any other person, then, as a part of such reorganization, merger, consolidation, or sale, provision shall be made so that the Holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting form such merger or consolidation or sale, to which a Holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation, or sale.  In any such case, appropriate adjustment shall be made in the application of the provisions of this Paragraph 7 with respect to the rights of the Holders of the Preferred Stock after the reorganization, merger, consolidation, or sale to the end that the provisions of this Paragraph 7 (including adjustment of the Conversion Rate then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.

(k)Notices of Record Date.  In the event of (i) any taking by the Company of a record of the Holders of any class or series of securities for the purpose of determining the Holders thereof who are entitled to receive any dividend or other distribution or (ii) any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company, or any transfer of all or substantially all of the assets of the Company to any other corporation, entity, or person, or any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company shall mail to Holder of Preferred Stock at least thirty (30) days prior to the record date specified therein, a notice specifying (a) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (b) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is expected to become effective, and (c) the time, if any is to be fixed, as to when the Holders of

record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up.

(l)Fractional Shares.  No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock.  In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of the Company's Common Stock on the date of conversion, as determined in good faith by the Board.

(m)Reservation of Stock Issuable Upon Conversion.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(n)Notices.  Any notice required by the provisions of this Paragraph 7 to be given to the Holder of shares of the Preferred Stock shall be deemed given when personally delivered to such Holder or five (5) business days after the same has been deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to Holder of record at his address appearing on the books of the Company.

(o)Payment of Taxes.  The Holder will pay all taxes and other governmental charges that may be imposed in respect of the issue or delivery of shares of Common Stock upon conversion of shares of Preferred Stock.

(p)No Dilution or Impairment.  The Company shall not amend its Articles of Incorporation or participate in any reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, for the purpose of avoiding or seeking to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the Holders of the Preferred Stock against dilution or other impairment.

8.No Preemptive Rights.

No Holder of the Series A Preferred Stock of the Corporation shall be entitled, as of right, to purchase or subscribe for any part of the unissued stock of the Company or of any stock of the Company to be issued by reason of any increase of the authorized capital stock of the Company, or to purchase or subscribe for any bonds, certificates of indebtedness, debentures or other securities convertible into or carrying options or warrants to purchase stock or other securities of the Company or to purchase or subscribe for any stock of the Company purchased by the Company or by its nominee or nominees, or to have any other preemptive rights now or hereafter defined by the laws of the State of Delaware.

9.No Reissuance of Preferred Stock.

No share or shares of Preferred Stock acquired by the Company by reason of redemption, purchase, conversion, or otherwise shall be reissued, and all such shares shall be canceled, retired, and eliminated from the shares which the Company shall be authorized to issue.

10. Miscellaneous

(a)No Transfer of Series A Preferred Stock.  Holder may not sell, transfer or otherwise dispose of all or any portion of the shares of Series A Preferred Stock to any person or entity without the written consent of the Company, which consent may be withheld by the Company in its sole discretion.  Notwithstanding the foregoing, the Holder may transfer all or any portion of the Vested Series A Preferred Stock (i) to a Revocable Living Trust provided that the Holder is a trustee of such Trust, (ii) to emancipated children of a Holder, or (iii) to one or more entities of which the Holder is an officer, director, manager or otherwise deemed a control person, in each instance the transferee must acknowledge in writing that he/she/it will take such shares subject to the terms and conditions of this Certificate.

(b)Lost or Stolen Certificate.  Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of a certificate representing shares of Series A Preferred Stock, and (in the case of loss, theft or destruction) of indemnity or security reasonably satisfactory to the Company in its sole discretion, and upon surrender and cancellation or such certificate if mutilated, the Company shall execute and deliver to the Holder a new certificate identical in all respects to the original certificate.

(c)Notices.  Except as otherwise specified herein, any notice, demand or request required or permitted to be given pursuant to the terms of this Certificate shall be in writing and shall be deemed given (i) when delivered personally or by verifiable facsimile transmission or by e-mail or other electronic transmission (with a hard copy to follow) on or before 5:00 p.m., Los Angeles, California, U.S. time, on a business day or, if such day is not a business day, on the next succeeding business day, (ii) on the next business day after timely delivery to an overnight courier, (iii) if to the

Company, on the third business day after deposit in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), or, (iv) if to the Holder, when deposited in the U.S. mail (first class, certified or registered) addressed as follows:

If to the Company:

Arrogene, Inc.

8560 West Sunset Blvd., Suite 424,

Los Angeles, CA 90069

or such other address and facsimile number as the Company shall designate from time-to-time as its central office and main facsimile number; and

if to Holder,

 to such address as shall be designated by such Holder in writing to the Company.

IN WITNESS WHEREOF, said ARROGENE, INC., has caused this Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock to be duly executed by its President and attested by its Secretary and has caused its corporate seal to be affixed hereto, this 28^th day of March, 2016.

ARROGENE, INC.

 By:/s/ Maurizio Vecchione

 Maurizio Vecchione, CEO

EX-4.01

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AN   

EX-10.01

AMENDED AND RESTATED AGREEMENT

 THIS AMENDED AND RESTATED AGREEMENT, dated as of March 31, 2016, is made and entered into by and between ARROGENE, INC., a Delaware corporation ("Company" or “Employer”) and JACK KAVANAUGH ("Consultant").  For the definition of certain terms used in this Agreement, see Section 6 below.

RECITALS

The parties executed and delivered an agreement dated January 14, 2016 and desire to

modify and supersede in its entirety such agreement.

 The Company and Consultant agree as follows:

Section 1.Employment.

1.1Engagement.  Effective the date above written (“Effective Date”) the Company will engage the services of Consultant, and Consultant will accept such engagement, as a consultant of Company for the Term, subject to and in accordance with the provisions of this Agreement.

1.2        Duties.  During the Term, Consultant will serve Company in the capacity of Executive Chairman.  During the Term, Consultant shall also serve as Chairman of the Board of Directors (“Board”) as an uncompensated position.  Consultant's duties as a Consultant of Company include strategic planning, fundraising, business development and staff development, all in conformity with the provisions of the Company’s bylaws. Consultant's duties will also include such other activities, responsibilities and duties as may reasonably be assigned from time to time by the Board.  

1.3       Attention and Effort.  During normal business hours, Consultant will devote Consultant's best efforts, entire productive time, ability and attention to the business of Company. Consultant shall be required to devote such time, effort and attention to the affairs of the Company as may from time to time be requested by the Board, subject to the agreement of Consultant.  Further, during the Term, Consultant will not, without Company's prior written consent, directly or indirectly engage in any employment, consulting or other activity which would interfere or conflict with the performance of Consultant's duties or obligations to Company or which would directly or indirectly compete with Company.

1.4Conflicted Interest Transactions.     Consultant acknowledges and agrees that he will abstain from exercising any right to vote in his capacity as a director or shareholder of the Company on any matter in which he has a personal interest, including, without limitation, any vote on the exercise by the Company of its rights under the Series A Certificate, as defined below, or the rights of the Company under this Agreement.

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Section 2.Compensation.

2.1        Series Series A Convertible Preferred Stock.   In full compensation for all services to be performed by Consultant for the Company, the Company agrees to sell and issue to the Kavanaugh Family Trust, a controlled entity of Consultant, an aggregate of 2.4 million shares of Series A Convertible Preferred Stock (the “Shares” or “Series A Preferred Stock”).  In consideration of the Shares, Consultant shall pay to the Company the sum of $240 (the “Purchase Price”), the receipt and sufficiency whereof is hereby acknowledged.  Concurrently with the execution and delivery of this Agreement, Consultant shall execute and deliver a Subscription Agreement substantially in the form of Exhibit 2.1 hereto making customary representations and warranties.

2.2Certificate of Designations of Series A Convertible Preferred Stock.   The Shares of Series A Preferred Stock shall be issued under and pursuant to an Amended and Restated Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (“Series A Certificate”) in the form of Exhibit 2.2 hereof.  Consultant accepts the Shares subject to the terms and conditions of the Series A Certificate. The terms and conditions of the Series A Certificate shall be deemed incorporated herein by this reference.

2.3Vesting and Repurchase Rights.   During the Term, the Shares of Series A Preferred Stock sold to Consultant under the terms of this Agreement shall be subject to the following vesting and repurchase rights of the Company:

(a)“Vested Shares of Series A Preferred Stock” or “Vested Preferred Stock” shall mean shares of Series A Preferred Stock that are no longer subject to the Company’s Right of Repurchase, as defined in Section 2.3(d) below, under the following conditions:

20% of the shares of Series A Preferred Stock purchased by Consultant  shall be deemed immediately vested upon issuance to Consultant;

1.67% of the shares of Series A Preferred Stock purchased by Consultant shall be deemed vested as of the last day of each completed month during the period of time that Consultant is providing services to the Company under this or any other agreement with the Company.  

All remaining Unvested Shares shall be deemed immediately vested upon a Change in Control of the Company, as that term is defined herein, provided that the Change in Control occurs during the period of time that the Consultant is continuously employed by the Company.

All remaining Unvested Shares shall be deemed immediately vested upon the Company consummating a financing in an aggregate amount of at least $2.0 million (“Qualified Financing”) provided that the Qualified Financing occurs during the period of time that the Consultant is continuously employed by the Company.

Upon Consultant’s cessation of service with the Company for any reason whatsoever, no further

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shares of Series A Preferred Stock shall vest.

(b)“Unvested Shares of Series A Preferred Stock” or “Unvested Preferred Stock” shall mean all shares of Series A Preferred Stock authorized by this Series that are not Vested Shares of Series A Preferred Stock.  

(c)“Change in Control of the Company” shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar proposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when: (a) any "person" (as such term is sued in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities, or (b) a majority of the individuals who were members of the Board of Directors of the Company immediately prior to the action of the shareholders of the Company involving the election of directors or an action of the Board of Directors without action by the Company's shareholders shall not constitute a majority of the Board of Directors following such action.

(d)Repurchase Rights.

(i)Subject to the conditions set forth herein, the Company, by action of its Board of Directors, may redeem all or any portion of the Unvested Preferred Stock held by Consultant,  commencing immediately following the cessation of services of Consultant with the Company, for any reason whatsoever (the "Optional Redemption").  Consultant shall not have any right to demand or compel the redemption of any outstanding shares of Preferred Stock.

(ii)In the event the Board of Directors elects to redeem the Unvested Preferred Stock held by Consultant upon the cessation of Consultant’s services with the Company, on and after the date specified in the notice provided for in Section 2.3(d) below, Consultant, upon presentation and surrender at the place designated in such notice of the certificate or certificates evidencing said Unvested Preferred Stock held by him, her or it, properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive therefor the redemption price thereof.

(iii)If redeemed pursuant to this Section 2.3, the redemption price for each share of Unvested Series A Preferred Stock (the "Redemption Price") shall be an amount in cash equal to the Stated Value per share of Unvested Series A Preferred Stock.  

(iv)In the case of any Optional Redemption pursuant to this Section 2.3(d), at least ten (10) days and not more than forty (40) days prior to the date fixed for any such redemption of the Unvested Series A Preferred Stock (hereinafter referred to as the "Redemption Date"), written

notice (hereinafter referred to as the "Redemption Notice") shall be mailed, first class postage prepaid, to Consultant at his email or post office address last shown on the records of the Company.  The Redemption Notice shall state:

(A)That all of Consultant's outstanding shares of Unvested Preferred Stock are being called for redemption;

(B)The number of shares of Unvested Preferred Stock held by Consultant that the Company intends to redeem;

(C)The Redemption Date and the Redemption Price; and

(D)That Consultant is to surrender to the Company, in the manner and at the place designated, his certificate or certificates representing the shares of Unvested Preferred Stock to be redeemed.

(v)Consultant shall surrender the certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to Consultant, and each surrendered certificate shall be cancelled and retired.

2.4Series A Preferred Stock Conversion Rights.   Notwithstanding the provisions of the Series A Certificate, Consultant agrees that the provisions of Section 7 of the Series A Certificate regarding the optional conversion of shares of Series A Preferred into Common Stock by the Holder shall only apply to shares of Vested Preferred Stock owned by Consultant, and shall not apply to Unvested Preferred Stock.

2.5Incentive and Other Compensation.  Unless otherwise approved by the Board, the Consultant shall not be entitled to any incentive compensation, bonus or other forms of remuneration for services performed under this Agreement.

2.6.Benefits.  During the Term, Consultant will not be entitled to participate in such fringe benefit programs (e.g., medical, dental, disability, life insurance and vacation programs) as may be provided from time to time by the Company to other executive officers or employees.  

2.7.Expenses.  During the Term, Company will reimburse Consultant for reasonable out-of-pocket expenses incurred by Consultant in performance of service for Company under this Agreement (e.g., transportation, lodging and food expenses incurred while traveling on Company business), all subject to such policies and other requirements as Company may from time to time establish for its Consultants generally.

Section 3.Term and Termination.

3.1Commencement.  The Term will commence on the date of this Agreement.

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3.2Termination.  Either the Company or Consultant shall have the right to terminate this Agreement at any time, for any reason whatsoever, upon written notice to the other party. Any termination of this Agreement by either party shall be deemed to constitute Consultant’s resignation as a director and executive officer of the Company. Upon termination, the Company’s Repurchase Rights, as defined in the Series A Certificate, may be exercised in accordance with the terms and conditions set forth therein.

3.3Return of Company Property.  Upon termination of the Term, Consultant will deliver to Company any and all property of Company which is in Consultant's possession or control (including, but not limited to, any and all Materials).

3.4Survival.  Sections 4 and 5, together with all other provisions of this Agreement that may reasonably be interpreted or construed to survive any termination of the Term, will survive any termination of the Term.

Section 4. Confidentiality and Work Product.

4.1 Confidential Information.  In the course of Consultant's engagement with Company, Consultant will have access to certain Confidential Information.  Consultant will use and disclose Confidential Information solely for the purposes for which it is provided and will take reasonable precautions to prevent any unauthorized use or disclosure of the same.  Consultant will not use or disclose any Confidential Information (a) other than as required in the course of Consultant's engagement with Company, (b) for Consultant's own personal gain, or (c) in any manner contrary to the best interests of Company.

4.2Proprietary Information of Others.  Consultant will not use in the course of Consultant's engagement with Company, or disclose or otherwise make available to Company any information, documents or other items which Consultant may have received from any other person (e.g., a prior employer) and which Consultant is prohibited from so using, disclosing or making available (e.g., by reason of any contract, court order, law or obligation by which Consultant is bound).

4.3Work Product.  All Work Product as a result of Consultant’s work with the Company which Consultant conceives, develops or first reduces to practice, either alone or with others, during the Term will be the sole and exclusive property of Company, together with any and all related Intellectual Property Rights.  The foregoing applies to all Work Product which relates to Consultant's performance of services under this Agreement, Company's Field of Business or Company's actual or demonstrably anticipated research or development and whether or not such Work Products are conceived, developed or first reduced to practice during normal business hours or with the use of any equipment, supplies, facilities, personnel, Confidential Information or other resource of Company.

4.4Disclosure and Protection of Work Products.  Consultant will disclose all Work Products described in paragraph 4.3 to Company, promptly and in writing.  At Company's request and at Company's expense, Consultant will assist Company or its designee in efforts to protect such Work Products.  Such assistance may include, but is not necessarily limited to, the following:  (a) making application in the United States and in foreign countries for a patent or copyright on any Work Products specified by Company; (b) executing documents of assignment to Company or its designee of all Consultant's right, title and interest in and to any Work Product and related Intellectual Property Rights; and (c) taking such additional action (including, but not limited to, the execution and delivery of documents) to perfect, evidence or vest in Company or its designee all rights, title and interest in and to any Work Product and any related Intellectual Property Right.

4.5Materials.  All Materials and related Intellectual Property Rights will be the sole and exclusive property of Company, whether or not such Materials are marked with any Intellectual Property Right notice of Company or Consultant.  All such Materials authored, made, conceived or developed by Consultant or made available to Consultant (or any copies or extracts thereof) will be held by Consultant in trust solely for the benefit of Company.  Consultant will use such Materials only as required in the course of Consultant's engagement with Company or as otherwise authorized in writing by Company.

4.6Exceptions.  This Agreement does not apply to any invention for which no equipment, supplies, facility or trade secret information of Company was used, and which was developed entirely on Consultant's own time, unless:  (a) the invention relates (i) directly to the Company or (ii) to Company's actual or demonstrable anticipated research or development; or (b) the invention results from any work performed by Consultant for Company.

Section 5.Noncompetition and Nonsolicitation.

5.1Noncompetition.  During the Term and for a period of two (2) years after the end of the Term, Consultant will not directly or indirectly be employed by, own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected with any business activity which is within Company's Field of Business within a radius of 100 miles from any geographical territory or location where the Company transacts business.  For purposes of the foregoing, Consultant will be deemed to be connected with such business if the business is carried on by:  (a) a partnership in which the Consultant is general or limited partner; (b) a corporation of which Consultant is a shareholder(other than a shareholder owning less than 5% of the total outstanding shares of the corporation), officer, or director; or is an employee, consultant, agent, member or other representative. Notwithstanding the provisions of this Section 5.1, and for the avoidance of doubt, it is agreed that Consultant’s involvement with other companies in cancer, stem cell and longevity therapies so long as not in direct competition with the Company shall not be deemed a violation of this Agreement, and Consultant may continue such activities throughout the term of this Agreement.

5.2Nonsolicitation.  During the Term and for a period of two (2) years after the end of the Term, Consultant will not directly or indirectly solicit or entice any of the following to cease, terminate or reduce any relationship with Company or to divert any business from Company;  (a) any employee, consultant or representative of Company; (b) any contractor or supplier of Company; (c) any customer or client of Company; or (d) any prospective customer or client from which Consultant solicited business within the last year of the Term.  Further, Consultant will not directly or indirectly disclose the names, dresses, telephone numbers, compensation, or arrangements between Company and any person or entity described in (a), (b) or (c) above to any competitor of Company.

Section 6.Definitions.

Whenever used in this Agreement with initial letters capitalized, the following terms will have the following specified meanings:

6.1 "Board" means Company's Board of Directors.

6.2"Company's Field of Business" means any of the fields of the Company's business.  On the date of the Agreement, Company's Field of Business includes, but is not necessarily limited to, the following: The development, clinical translation and commercialization of nanobiopharmaceuticals for human diseases, as well as the development of novel diagnostic drugs for human disease detection.

6.3"Confidential Information" means any information that is confidential, proprietary or trade secret information of Company or any of its customer or clients or any other information the use of disclosure of which by Company is prohibited or restricted (e.g., by reason of any contract, court order, law or other obligation by which Company is bound).  "Confidential Information" may include, but is not necessarily limited to, technology, computer programs, business plans, marketing plans, information as to existing or future products or services of Company, financial projections, unpublished works of original authorship, customer lists, financial information, and trade secrets.

Notwithstanding the foregoing, the restrictions on disclosure and use of information and materials as set forth in Section 4 shall not apply to the following, and the following is not confidential or proprietary information:  (1) any information or materials which were generally available to the public at the time made available to Consultant by the Company; (2) any information or materials which become, without breach of Section 4 and through no fault of Consultant, generally available to the public; (3) any information or materials which Consultant has received from other sources prior to the date of this Agreement, subject to no restrictions on disclosure applicable to Consultant; and (4) any information or materials which Consultant at any time lawfully obtains from a third party who is not under any obligation of secrecy or confidentiality to the Company, under circumstances permitting disclosure by Consultant to

others without restriction.

6.4"Intellectual Property Right" means any patent, copyright, trade secret, trade name, trademark or other intellectual property right.

6.5"Materials" means hardware, software, programs, manuals, drawings, designs, articles, writings, data, notes, memorandum, manuscripts, notebooks, proposals, work plans, interim and final reports, project files, client contract records and other tangible manifestations of any Confidential Information or Work Products.

6.6"Term" means the term of Consultant's engagement as a Consultant of Company pursuant to this Agreement.

6.7"Work Product" means any invention, discovery, concept or idea (including, but not necessarily limited to, hardware, software programs, or processes, techniques, know-how, methods, systems, improvements, analytical reports, and other developments).

Section 7.Miscellaneous.

7.1Compliance with Laws.  In the performance of this Agreement, each party will comply with all applicable laws, regulations, rules, orders and other requirements of governmental authorities having jurisdiction.

7.2Equitable Relief.  Consultant acknowledges that:  the provisions of Sections 4 and 5 are essential to Company; Company would not enter into this Agreement if it did not include such provisions; the damages sustained by Company as a result of any breach of such provisions cannot be adequately remedied by damages; and, in addition to any other right or remedy that Company may have (e.g., under this Agreement, by law or otherwise), Company will be entitled to injunctive and other equitable relief to prevent or curtail any breach of any such provisions.

7.3Nonwaiver.  The failure of either party to insist upon or enforce strict performance by the other of any provision of this Agreement or to exercise any right, remedy or provision of this Agreement will not be interpreted or construed as a waiver or relinquishment to any extent of such party's right to consent or rely upon the same in that or any other instance; rather, the same will be and remain in full force and effect.

7.4Entire Agreement.  This Agreement constitutes the Entire Agreement, and supersedes any and all prior Agreements, between Company and Consultant.  No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.

7.5Applicable Law.  This Agreement will be interpreted, construed and enforced in all respects in accordance with the local laws of the State of California, without reference to its

choice of law rules.

7.6Attorneys Fees.  In the event that either party consults or retains an attorney to enforce the terms of this Agreement, the prevailing party in any such dispute or litigation shall be entitled to recover from the other party its reasonable attorneys fees and costs incurred.

7.7Severability.  If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by law.

Company:

ARROGENE, INC., a Delaware corporation

By:___Maurizio Vecchione______

Its: ___CEO__________________

Consultant:

_____________________________

JACK KAVANAUGH