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 EARLIEST EVENT REPORTED~~—January 15,~~: March 10, 2015

VG LIFE SCIENCES, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

000-26875

(Commission File Number)

33-0814123

(IRS Employer Identification Number)

121 Gray Avenue, Suite 200

Santa Barbara, CA 93101

(Address of Principal Executive offices)

(805) 879-9000

(Registrant’s telephone number, including area code)

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

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

~~ITEM~~Item 1.~~01.~~02 Termination of ~~ENTRY~~a ~~INTO~~Material ADefinitive ~~MATERIAL DEFINITIVE AGREEMENT~~Agreement.

~~ITEM~~Effective 3July 2013 and amended in September 2014, we entered into a Patent License Agreement with Scott & White Healthcare (“S&W”) with respect to certain intellectual property and patents developed or co-developed by Dr.02 M. ~~UNREGISTERED~~Karen ~~SALES~~Newell OFfor ~~EQUITY~~her ~~SECURITIES~~employer, Texas A &M University Hospital Science Center (“HSC”). HSC has previously granted S&W the exclusive right to market and license these rights. Under the Patent License Agreement, S&W granted us an exclusive license under the patent rights and intellectual property to make, have made, use and sell the licensed products worldwide and in all applications, to the end of the patent term. The U.S. and International provisional patent rights include MHC Engagement and CLIP Modulation for the Treatment of Disease, CLIP Modulation for the Treatment of Mucosal Diseases, Cancer Biomarkers, Therapeutics and Methods and Products For Treating Preeclampsia and Modulating Blood Pressure, and Treating Neurological Diseases.

OnWe ~~January~~were ~~15,~~required ~~2015, we entered into convertible promissory note and warrant purchase agreement with MedBridge Venture Fund, LLC, or MVF, pursuant~~ to ~~which we~~make ~~sold~~ an ~~aggregate~~initial of $~~862~~50,~~500~~000 ofpayment ~~the~~to ~~convertible note~~S&W, and ~~which~~were isobligated ~~convertible~~to inmake ~~four~~royalty ~~equal~~payments ~~tranches~~to S&W of 253% ~~each~~of onnet ~~March 31,~~sales ~~2015,~~in ~~June~~developed ~~30,~~countries ~~2015,~~and ~~September~~0.5% ~~30,~~of ~~2015~~net ~~and~~sales ~~December~~in 31underdeveloped countries, ~~2015 into shares~~ of ~~our~~licensed ~~common~~products ~~stock,~~or ~~par~~services ~~value~~requiring ~~$0.0001~~their ~~per share~~use, atsubject ~~a conversion rate equal~~ to ~~the~~adjustment ~~lowest~~as ~~three-day~~defined ~~average~~in ~~closing price of~~ the ~~shares~~agreement. ofIn ~~our common stock starting~~consideration onfor ~~January~~Amendment ~~12,~~1 ~~2015~~dated ~~and~~September ~~ending on February 11~~9, ~~2015~~2014, ~~minus~~we awere ~~10%~~required ~~discount, and a warrant~~ to ~~purchase~~make an ~~aggregate~~additional ~~of 3,450,000~~payment ~~shares~~ of ~~our common stock at an initial exercise price of~~ $~~0.45~~25,000 ~~per~~to ~~share~~S&W. InAdditionally, ~~exchange for the convertible note~~in ~~and~~order ~~warrant, MVF agreed~~ to ~~provide~~maintain ~~management~~the ~~services to us for a period beginning January 12~~license, ~~2015~~we ~~and~~were ~~ending~~required ~~December~~to ~~31, 2015~~pay atS&W aminimum ~~value~~annual ~~of $75~~consideration,~~000~~ ~~per~~in ~~month,~~combination ~~for~~with athe ~~total of $862,500. MVF is a current stockholder of our Company and is controlled~~aforementioned ~~by our CEO~~royalties, ~~John~~as ~~Tynan, and our CFO, David Odell.~~follows:

The minimum amount of each conversion on each of the dates mentioned above is $5,000. Interest accrues on the convertible note daily at a rate of 8% per annum and is payable upon December 31, 2015. Any unconverted principal and interest remaining on the note on December 31, 2015 shall be automatically converted into shares of our common stock on such date. The convertible note will not be prepayable by us. The convertible note matures on December 31, 2015. In case of a merger, consolidation or other change of control event, the note holder has the right to convert any principal or interest remaining owed under the convertible note into shares of our common stock prior to the closing of any such event.

(a)	Calendar Year 2013, payable January 1, 2014	$	20,000
(b)	Calendar Year 2014, payable January 1, 2015	$	20,000
(c)	Calendar Year 2015, payable January 1, 2016	$	87,500
(d)	Calendar Year 2016, payable January 1, 2017	$	125,000
(e)	Calendar Year 2017, payable January 1, 2018	$	187,000
(f)	Calendar Year 2018, payable January 1, 2019 and each January 1 year thereafter through the expiration of the Agreement	$	250,000

~~Each~~In ~~warrant is exercisable by the warrant holder at $0.45 per share~~addition, ~~subject~~we towere ~~certain~~obligated adjustments. MVF may convert the warrant from time to time, at any time on or after January 15, 2019 and up to and including January 15, 2020, in whole or in part, into a number of shares of our common stock determined by dividing (a) the aggregate fair market value of the shares of our common stock minus the aggregate warrant price of such shares by (b) the fair market value of one share of our common stock. The fair market value of the shares of common stock is equal to the closing price of our shares of common stock for ~~the business day immediately before the warrant~~certain ~~holder~~milestone ~~delivers~~payments ~~its notice of exercise to us.~~–

~~The~~· ~~convertible~~For ~~promissory~~each ~~note and~~Phase ~~warrant~~I ~~purchase~~clinical ~~agreement~~trial ~~contains~~- ~~customary representations and warranties of our Company and MVF~~$100,000 ~~and~~· ~~the~~Upon ~~convertible note~~successful ~~contains~~conclusion ~~customary~~of ~~covenants~~each ~~binding~~Phase onIII usclinical ~~and~~trial ~~customary~~or ~~events~~any ofother ~~default.~~clinical Iftrial anfollowing ~~event~~a ofPhase ~~default~~II ~~occurs~~clinical ~~and~~trial ~~is uncured~~for ~~within~~each ~~the~~licensed ~~allowable~~product ~~grace~~- ~~period~~$500,000 if· ~~any,~~Upon ~~MVF~~each ~~may~~regulatory/market ~~declare~~approval ~~all~~on ~~amounts~~each ~~under~~licensed ~~the~~product/indication ~~convertible~~- ~~note immediately due and payable and may pursue any other available remedies~~$2,000,000.

~~The~~We ~~foregoing~~were ~~descriptions~~responsible ~~of the~~for ~~convertible~~prosecution ~~promissory~~and ~~note~~maintenance ~~and~~of the ~~warrant~~patent ~~purchase~~rights ~~agreement,~~after the ~~convertible~~effective ~~note~~date and ~~the~~would ~~warrant~~have ~~are qualified~~been indirectly ~~their entirety~~responsible byfor ~~reference~~such tofuture ~~the~~expenses ~~full~~of ~~text~~filing and protection of ~~the~~patent ~~convertible~~claims, ~~promissory~~including ~~note~~counsel ~~and~~fees. ~~warrant~~The ~~purchase~~Patent ~~agreement,~~License ~~the~~Agreement ~~convertible note~~contained ~~and~~other ~~the~~obligations ~~warrant,~~for ~~which~~timely periodic ~~are attached~~reporting ~~hereto~~of asits ~~Exhibits~~activities ~~4.1,~~and ~~10.1~~other ~~and~~matters ~~10.2~~that ~~and~~are ~~incorporated~~material byto ~~reference~~maintenance ~~in its~~of ~~entirety~~the patent rights.

~~The~~We ~~convertible~~were ~~note~~in ~~and~~compliance ~~warrant~~with ~~were~~these ~~offered~~payment terms, except ~~and~~that ~~sold~~the inpayment adue ~~private~~January ~~placement~~1, to2015 was not made. As a ~~limited~~result, ~~number~~we received notice of ~~institutional~~termination ~~and~~on ~~other~~March ~~accredited~~10, ~~investors~~2015, which ~~without~~resulted ~~registration~~in termination under the ~~Securities~~original ~~Act,~~Patent orLicense ~~state~~Agreement ~~securities~~on ~~laws~~May 9, in2015. ~~reliance~~S&W onhas the ~~exemptions~~right ~~provided~~under bythe Patent ~~Rule~~License ~~506~~Agreement ofto ~~Regulation~~charge Ddaily ~~promulgated~~interest ~~thereunder. Accordingly,~~on ~~the~~overdue ~~securities~~payments ~~issued~~commencing inon the ~~private~~31st ~~placement~~day ~~have~~after ~~not~~the ~~been~~payment is ~~registered~~due ~~under~~at the ~~Securities~~lower ~~Act~~ of ~~1933,~~either asone ~~amended,~~ and ~~until~~a sohalf ~~registered,~~percent ~~the~~per ~~securities~~month ~~may~~or ~~not~~the behighest ~~offered~~legal orinterest ~~sold~~rate. inThis ~~the~~right ~~United~~does ~~States~~not terminate ~~absent~~upon ~~registration~~the ortermination ~~availability~~ of an ~~applicable~~the ~~exemption~~Patent ~~from~~License ~~registration~~Agreement.

2ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Exhibit No.	Description

10.1*	Amendment No. 1 to the Exclusive License Agreement between Scott & White Healthcare and VG Life Sciences, Inc., dated September 9, 2014.

~~MVF~~*filed ~~is co-managed by Wild Harp Holdings, LLC, which is 100% owned by our CEO and director, John Tynan, and DW Odell Company, LLC, which is 100% owned by our CFO and director, David Odell~~herewith. ~~Mr. Tynan and Mr. Odell have voting and dispositive control over the shares held by MVF.~~

John Tynan, our CEO, does not receive cash compensation for his services as an executive officer and director of our Company. Mr. Tynan receives equity-based compensation for his services. He is a managing member of MVF, through Wild Harp Holdings, LLC, an entity which he controls. Mr. Tynan has directed that equity-based compensation for his management services pursuant to the MVF agreement should be issued in the name of his designee, MVF.2

David Odell, our CFO, does not receive cash compensation for his services as an executive officer and director of our Company. He is a managing member of MVF, through DW Odell Company, LLC, an entity which he controls. Mr. Odell receives equity-based compensation for his services. Mr. Odell has directed that equity-based compensation for his management services pursuant to the MVF agreement should be issued in the name of his designee, MVF.SIGNATURES

~~This~~Pursuant ~~report contains forward-looking statements. Forward-looking statements include, but are not limited~~ to, ~~statements~~the ~~that~~requirements ~~express~~of ~~our~~the ~~intentions,~~Securities beliefs, expectations, strategies, predictions or any other statements related to our future activities, our planned spin-off, or future events or conditions. These statements are based on current expectations, estimates and ~~projections~~Exchange ~~about our business based, in part, on assumptions made~~Act ~~by management. These statements are not guarantees~~ of ~~future performances and involve risks~~1934, ~~uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in~~ the ~~forward-looking~~registrant ~~statements~~has ~~due~~duly tocaused ~~numerous~~this ~~factors,~~report ~~including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time~~ to ~~time~~be ~~with~~signed ~~the SEC. Any forward-looking statements speak only as of the date~~ on ~~which they~~its ~~are~~behalf ~~made,~~by ~~and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after~~ the ~~date~~undersigned ofhereunto ~~this~~duly ~~report, except as required by law~~authorized.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

	VG LIFE SCIENCES, INC.

Date: May 18, 2015	By: /s/ John Tynan
	Name: John Tynan
	Title: Chief Executive Officer

Exhibit No.	Description
4.1	Warrant issued to MedBridge Venture Fund, LLC, dated January 15, 2015 (filed herewith).
10.1	Convertible Promissory Note and Warrant Purchase Agreement entered into by and between VG Life Sciences Inc. and MedBridge Venture Fund, LLC, dated January 15, 2015 (filed herewith).
10.2	Convertible Promissory Note issued January 15, 2015 to MedBridge Venture Fund, LLC (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VG LIFE SCIENCES, INC.
Date: January 22, 2015	By: /s/ John Tynan
	Name: John Tynan
	Title: Chief Executive Officer

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