8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 22, 2016

ALGAE DYNAMICS CORP.

(Exact name of registrant as specified in its charter)

Ontario	333-199612	N/A
(State or other jurisdiction of  incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

37 – 4120 Ridgeway Drive
Mississauga, Ontario Canada	L5L 5S9
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (289) 997 6740

N/A

(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 (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))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

ASSIGNMENT OF EQUITY PURCHASE AGREEMENT WITH RY CAPITAL GROUP, LLC TO GHS INVESTMENTS, LLC

On September 10, 2015, the Company entered into an equity purchase agreement (the "EPA") with RY Capital Group LLC (“RY”). The EPA provided that, upon the terms and subject to the conditions set forth therein, RY was committed to purchase up to $750,000 (the "Total Commitment") worth of the Company's common shares (the “Put Shares”) over the 12-month term (the “Term”) of the EPA. No purchases of common shares have ever been made by RY pursuant to the EPA.

On June 23, 2016, pursuant to an Assignment Agreement among RY, GHS Investments, LLC (“GHS”) and the Company, RY assigned the EPA to GHS. Substantially all of the terms and conditions of the original EPA remain in place, except for the following substantive changes:

1)               The purchase price per common share purchased under the EPA is increased from 65% to 80% of the lowest closing bid for the 10 days immediately preceding the date of the draw down notice;

2)               The upper limit on individual draws is increased from $62,500 to $75,000; and

3)               A “True-up” has been added whereby if the lowest volume-weighted average price (“VWAP”) for the ten trading days following a draw-down (the “Trading Period”) is less than 85% of the purchase price of the common shares used in connection with a draw-down, then the Company shall issue such additional Common Shares as maybe necessary to adjust the purchase price for such drawdown to equal the VWAP during the Trading Period.

In addition to the above, the Company must promptly make such filings with the SEC as may be required to permit GHS to assume the rights of RY under the EPA, including the filing of a prospectus supplement under Rule 424(b)(3) to the Company’s prospectus filed on March 4, 2016.

The foregoing description of the EPA is qualified in its entirety by reference to the provisions of the EPA filed as exhibit 10.1 to this Current Report on the Form 8-K which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1 Assignment Agreement dated as of June 22, 2016 between and among RY Capital, LLC, GHS Investments, LLC and Algae Dynamics Corp.

99 Press Release announcing Assignment Agreement

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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 theundersigned hereunto duly authorized.

	ALGAE DYNAMICS CORP.
Date: June 28, 2016	By:	/s/  Ross Eastley
		Ross Eastley
		Chief Financial Officer

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EX-10.1

Exhibit 10.1

ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement") is entered into as of the 22nd day of June, 2016, between and among RY Capital Group, LLC, a New York limited liability company (the "Assignor"), GHS Investments, LLC, a Nevada limited liability company (the "Assignee"), and Algae Dynamics Corp., a Canadian corporation (the "Company "). Capitalized terms used but not defined herein shall have the meanings' ascribed to them in that certain Equity Purchase Agreement, dated as of September 10, 2015 (as it may be amended in accordance with its tenns, the "Equity Purchase Agreement"), by and between the Assignor and the Company .

BACKGROUND

WHEREAS, the Assignor wishes to transfer and assign to the Assignee all of the Assignor's rights and interests in and to, and obligations under, the Equity Purchase Agreement, and the Assignee wishes to be the assignee and transferee of such rights, interests and obligations; and

WHEREAS, Section 10.3 of the Equity Purchase Agreement prohibits assignment of the Equity Purchase Agreement and the parties' obligations thereunder, and the Assignor and the Company desire to provide for the assignment provided herein and to have the Assignee assume the obligations of the Assignor under the Equity Purchase Agreement under the terms and conditions hereof;

AGREEMENT

NOW , THEREFORE, the parties hereto, intending to be legally bound , do hereby agree as follows:

1. 

Pem1itted Assignment to Assignee. Notwithstanding Section 10.3 of the Equity Purchase Agreement, subject to the terms and conditions hereof, the Assignor may assign all of its right, title and interest in the Equity Purchase Agreement, and its obligations thereunder, to the Assignee . Neither this Assignment Agreement nor any rights of the Assignee nor the Company hereunder or under the Equity Purchase Agreement may be assigned by either party to any other person without the written consent of the other.

2. 

Assignment and Assumption. The Assignor hereby transfers and assigns to the Assignee, and the Assignee hereby acquires from the Assignor, all of the Assignor 's rights, and interests in and to the Equity Purchase Agreement, of whatever kind or nature, and the Assignee hereby assumes and agrees to perform all obligations, duties, liabilities and commitments of the Assignor under the Equity Purchase Agreement, of whatever kind or nature.

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3. 

Revision of Market Price. The definition of "Market Price" in Article I of the Equity Purchase Agreement is revised as follows: "MARKET PRICE" shall mean the lowest closing bid price for the ten (10) Trading Days immediately preceding the Put Date, as reported by Bloomberg LP or other recognized securities market information service.

4. 

. Revision of Purchase Price. The definition of "Purchase Price" in Article I of the Equity Purchase Agreement is revised as follows: "PURCHASE PRICE" shall mean 80% of the Market Price on such date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement.

5. 

Definition of Trading Period: "TRADING PERIOD" shall mean the ten (10) Trading Days following (but not including) a Put Date.

6. 

Definition of VWAP: "VWAP" shall mean the volume weighted average price for the Common Shares during the relevant period, as reported by Bloomberg LP or other recognized securities market information service.

7. 

Revision of Section 2.2{c) of the Equity Purchase Agreement. Section 2.2(c) of the Equity Purchase Agreement is revised and restated in its entirety as follows:

LIMITATIONS. Unless otherwise agreed by the parties, the Company has the right to deliver a single Put Notice to the Investor a month. The maximum amount ("Maximum Amount") of any Put Notice, unless otherwise agreed by the parties, is the lesser of (i)

$75,000.00, (ii) an amount equal in value to 4.99% of the then outstanding number of shares and (ii) 100% of the aggregate dollar trading volume of the Company's Common Shares for the l O Trading Days immediately preceding the Put Notice. The Company may not deliver a Put Notice if it is not current in its filings with the Securities and Exchange Commission.

8. 

True-Up. The Equity Purchase Agreement is amended to add a new section 2S""as follows:

Section 2.5 True-Up. If the...VWAP during the Trading Period for a Put is less than 85% of the Market Price used in connection with such Put, then the Company shall issue such additional Common Shares as may be necessary to adjust the Purchase Price for such Put to equal the VWAP during the Trading Period (a "True-Up")provided however, that such True-Up shall apply only to Common Shares held by the Investor as of the end of the Trading Period. If the True-Up conditions apply, the Investor shall certify to the Company the number of Common Shares issued in the relevant Put held at the end of the Trading Period.

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9.

Filings with SEC. The Company shall promptly make such filings with the SEC as may be required to permit the Assignee to assume the rights of the Assignor under the Equity Purchase Agreement, including without limitation the filing of a prospectus supplement under Rule 424(b)(3) to the Company's prospectus filed on March 4, 2016 (the "Prospectus") identifying the Assignee as a selling security holder. The Assignee agrees to prom ptly provide such information as may be required under SEC rules with respect to it as is required to be disclosed in such a prospectus supplement and that it shall only sell Common Shares in accordance with the Plan of Distribution provided in the Prospectus.

10.

Release. Subject to the terms and conditions of this Agreement and for and in consideration of the promises and covenants contained herein, the Company and the Assignor do hereby remise, release, acquit, and forever discharge each other and their members, officers, directors, employees, agents, servants, representatives, lawyers, accountants, successors, assigns, insurers and all other persons, firms or corporations who can or may be liable, of and from any and all actions, causes of action, claims, demands, damages, costs, loss of services, covenants, contracts, agreements, judgments, expenses and compensation whatsoever in law or in equity, and all known and unknown damages of whatsoever nature, whether past, present or future, and all results of such damages on account of or in any way growing out of or resulting from or relating to the Equity Purchase Agreement, and any and all potential other claims and causes of action between the Parties from the beginning of time to the date of the execution of this Release.

11.

Effectiveness. This Assignment Agreement shall be effective as of the date set first set forth above.

12.

Governing Law; Binding Effect. This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such state without giving effect to the choice of law principles of such state that would require or permit the application of the laws of another jurisdiction .

13.

Counterparts. This Assignment Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which shall be deemed to be an original copy of this Assignment Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. Delivery of such counterparts by facsimile or electronic mail (in PDF or .tiff format) shall be deemed effective as manual delivery.

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IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the date first set forth above.

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EX-99.1

Exhibit 99

ALGAE DYNAMICS CORP FINALIZES FINANCING TERMS WITH GHS INVESTMENTS LLC

TORONTO, CANADA – JUNE 28, 2016 - ALGAE DYNAMICS CORP (OTCQB: ADYNF)

Algae Dynamics Corp (the "Company"), a development stage company focused on the commercialization of its proprietary BioSilo® cultivation system for the growth of algae strains for use in the food and health supplement markets, today announced it has finalized the amendment of a previously announced equity financing facility, concurrent with the assignment thereof to a third party.

On September 10, 2015, the Company entered into an equity purchase agreement (the "EPA") with RY Capital Group LLC (“RY”). The EPA provided that, upon the terms and subject to the conditions set forth therein, RY was committed to purchase up to $750,000 (the "Total Commitment") worth of the Company's common shares (the “Put Shares”) over the 12-month term (the “Term”) of the EPA. No purchases of common shares have ever been made by RY pursuant to the EPA.

On June 23, 2016, pursuant to an Assignment Agreement among RY, GHS Investments LLC (“GHS”) and the Company, RY assigned the EPA to GHS. Substantially all of the term and conditions of the original EPA remain in place, except for the following substantive changes:

1)

The purchase price per common share purchased under the EPA is increased from 65% to 80% of the lowest closing bid for the 10 days immediately preceding the date of the draw down notice;

2)

The upper limit on individual draws is increased from $62,500 to $75,000; and

3)

A “True-up” has been added whereby if the lowest volume-weighted average price (“VWAP”) for the ten trading days following a draw-down (the “Trading Period”) is less than 85% of the purchase price of the common shares used in connection with a draw-down, then the Company shall issue such additional Common Shares as maybe necessary to adjust the purchase price for such drawdown to equal the VWAP during the Trading Period.

In addition to the above, the Company must promptly make such filings with the SEC as may be required to permit GHS to assume the rights of RY under the EPA, including the filing of a prospectus supplement under Rule 424(b)(3) to the Company’s prospectus filed on March 4, 2016.

Paul Ramsay, President of the Company, stated “This assignment is important to the Company because it improves the terms under which we can access capital. In addition, we are pleased to commence an important relationship with GHS at this time and look forward to a productive and rewarding relationship”.

The reader is cautioned to read materials filed with the Securities and Exchange Commission (the “SEC”) in connection with the original EPA with RY in conjunction with this press release and materials filed with the SEC in connection with the assignment to GHS for a full understanding of information relating to this transaction. This press release is not an offer to sell securities or a solicitation of offers to buy securities and is made as a matter of record only.

About Algae Dynamics Corp

Algae Dynamics is engaged in the commercialization of its proprietary BioSilo(R) algae cultivation system for the high volume, low cost production of pure contaminant-free algae biomass. This biomass is high in Omega-3s DHA/DPA, vitamins, minerals and antioxidants, all of which are in demand by the growing multibillion dollar food/beverage and health care sectors. The integrated BioSilo(R) manufacturing system provides low cost algae biomass production with modest capital cost requirements compared to conventional approaches. Furthermore, the "controlled outcomes" technology provides ultra-high purity algae biomass. Following completion of a commercial-scale production facility the Company intends to produce algae biomass for sale into the functional additive and supplement markets, focusing on Chlorella and Omega-3 oil.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements" as that term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, use of proceeds and the development, costs and results of current or future actions and opportunities in the sector. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies, our ability to raise the additional funding we will need to continue to pursue our exploration and development program, and our ability to retain important members of our management team and attract other qualified personnel. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

FOR MORE INFORMATION, PLEASE CONTACT:

Craig Redding 

Triumph Investor Relations

Phone: 772-345-5861

Email: credding@triumphinvestorrelations.com

FOR FURTHER INFORMATION ON ALGAE DYNAMICS PLEASE VISIT:

www.algaedynamics.com