UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 26, 2023, Vicapsys Life Sciences, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with AJB Capital Investments, LLC (“AJB”) pursuant to which the Company and AJB agreed to certain modifications to that certain (i) securities purchase agreement, dated as of June 27, 2023 between the Company and AJB (the “Purchase Agreement”) and (ii) Promissory Note in the original aggregate principal amount of $330,000 issued by the Company to Purchaser on June 27, 2023 (the “Note”) as described below. Defined terms used herein but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement and the Note.
Pursuant to the terms of the Letter Agreement, AJB and the Company agreed to (i) extend the Maturity Date of the Note to January 27, 2024, (ii) increase the Principal of the Note to $363,000, and (iii) amend Section 4(r) of the Purchase Agreement to extend the date on which the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Conversion Shares and Commitment Fee Shares, to January 27, 2024.
The information set forth above is qualified in its entirety by reference to the actual terms of the Letter Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter Agreement dated as of December 26, 2023 between Vicapsys Life Sciences, Inc. and AJB Capital Investments LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Date: December 27, 2023 | VICAPSYS LIFE SCIENCES, INC. |
| /s/ Federico Pier | |
| Federico Pier | |
| Chief Executive Officer |
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