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): ~~March~~ 18May 3, 2022

RenovaCare, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada	000-30156	98-0384030
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9375 E. Shea Blvd., Suite 107-A, Scottsdale, AZArizona 85260 (Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(888) 398-0202

(Registrant's telephone number, including area code)

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:

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))

☐ 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))

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ~~Emerging growth company ☐~~

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 1of the Exchange Act. ¨

~~Item~~Section ~~1.01.~~7 ~~Entry~~- ~~into~~Regulation ~~a Material Definitive Agreement.~~FD

OnItem ~~March 18, 2022 (the “Issuance Date”), RenovaCare, Inc~~7. ~~(the “Company”) borrowed $800,000 from Kalen Capital Corporation, an Alberta Canada corporation wholly owned by the Company’s Chairman, Harmel S~~01. ~~Rayat~~Regulation ~~(the~~FD “Lender”). The loan is represented by the Company’s Convertible Promissory Note Dated as of the Issuance Date (the “Note”). The Outstanding Balance of the Note is due and payable on June 30, 2024 (the “Maturity Date”). Any capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Note.Disclosure

~~The~~On ~~Note~~May ~~carries~~3, an2022, ~~interest~~RenovaCare, ~~rate of 1% per annum~~Inc. ~~All interest~~issued ~~calculations hereunder shall be computed on the basis of~~ a ~~360-day~~press ~~year~~release ~~comprised~~titled ~~of twelve (12) thirty (30) day months,~~“RenovaCare ~~shall~~Announces ~~compound~~Termination ~~daily~~of ~~and~~StemCell ~~shall~~Systems beR&D ~~payable~~Agreement”. inA ~~accordance~~copy ~~with~~of the ~~terms~~press ofrelease ~~this~~is ~~Note.~~attached ~~The~~as ~~Note~~Exhibit ~~may be prepaid~~99.1 ~~The~~to this ~~Note is unsecured~~report.

~~The~~Except ~~Note~~for ~~has~~the ahistorical ~~mandatory~~information ~~conversion~~presented ~~feature.~~in Inthis document, the ~~event~~matters ~~that~~discussed in this Report, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the ~~Company~~Private ~~issues~~Securities ~~and~~Litigation ~~sells~~Reform ~~shares~~Act of ~~its~~1995). ~~Equity~~These ~~Securities~~statements onare oridentified ~~before~~by the ~~Maturity~~use ~~Date,~~of inforward-looking terminology ansuch ~~equity~~as ~~financing~~“believes,” ~~with~~“plans,” ~~total~~“intend,” ~~proceeds~~”scheduled,” “potential,” to“continue,” ~~the~~“estimates,” ~~Borrower~~“hopes,” ~~from~~“goal,” ~~third-parties~~“objective,” ~~other~~“expects,” “may,” ~~than~~“will,” “should” or “anticipates” or the ~~Lender~~negative thereof or ~~any~~other ofvariations ~~its~~thereon or ~~Affiliates~~comparable terminology, ofor ~~not~~by ~~less~~discussions ~~than~~of ~~ten~~strategy ~~million~~that ~~dollars~~involve ~~($10,000,000) (~~risks and ~~excluding~~uncertainties. The safe harbor provisions of Section 21E of the ~~conversion~~Securities Exchange Act of ~~this~~1934, ~~Note~~as amended, and ~~conversion~~Section or27A ~~cancellation~~ of ~~other~~the ~~indebtedness)~~Securities (aAct ~~“Qualified~~of ~~Financing”)~~1933, as amended, apply to forward-looking ~~then~~statements made by the ~~Outstanding~~Registrant. ~~Balance~~The ~~shall~~reader ~~automatically~~is ~~convert~~cautioned inthat ~~whole~~no ~~without~~statements ~~any~~contained ~~further~~in ~~action~~this byReport ~~the~~should ~~Lender~~be ~~into~~construed ~~such~~as ~~Equity~~a ~~Securities~~guarantee ~~(as~~or ~~defined~~assurance ~~below)~~of ~~sold~~future inperformance ~~the~~or ~~Qualified~~results. ~~Financing~~These atforward-looking astatements ~~conversion~~involve ~~price~~risks ~~equal~~and touncertainties, ~~eighty~~including ~~percent~~those ~~(80%)~~identified within ofthis ~~the~~Report. ~~price~~The ~~per~~actual ~~share~~results ~~paid~~that by the ~~investors~~Registrant ~~purchasing~~achieves ~~such~~may ~~Equity~~differ ~~Securities~~materially infrom ~~the~~any ~~Qualified~~forward-looking ~~Financing~~statements due to such risks and uncertainties. ~~The~~These ~~number~~forward-looking ofstatements ~~Equity~~are ~~Securities~~based toon becurrent ~~issued~~expectations, and ~~delivered~~the Registrant assumes no obligation to ~~Lender~~update onthis ~~the~~information. ~~consummation~~Readers ofare aurged ~~Qualified~~to ~~Financing,~~carefully ~~shall~~review beand ~~determined~~consider asthe ~~per~~various ~~the~~disclosures ~~following~~made ~~formula:~~by the ~~Outstanding~~Registrant ~~Balance~~in ~~(on~~this Report and in the ~~date~~Registrant’s ofother reports filed with the ~~consummation~~Securities and Exchange Commission that attempt to advise interested parties of the ~~Qualified~~risks ~~Financing)~~and ~~divided~~factors bythat ~~the~~may ~~Mandatory~~affect ~~Conversion~~the ~~Price~~Registrant’s business.

~~The~~ Note: ~~contains~~Information ain ~~voluntary~~this ~~conversion~~Report ~~mechanism~~furnished ~~whereby the~~pursuant ~~Lender~~to ~~may~~Item ~~convert,~~7 atshall not ~~any~~be ~~time~~deemed ~~after~~to ~~June~~be ~~30,~~“filed” ~~2023,~~for inpurposes ~~whole~~of orSection in18 ~~part, the Outstanding Balance into shares~~ of the ~~Common~~Securities ~~Stock at~~Exchange aAct ~~conversion price~~ of ~~$0.45~~1934, ~~per~~as ~~share.~~amended, ~~The~~or ~~Note~~otherwise ~~contains~~subject to ~~customary~~the ~~events~~liabilities of ~~default~~that ~~(each~~section. anThe ~~“Event~~information ofin ~~Default”). If~~this ~~there~~Report shall not be ~~any~~incorporated ~~Event~~by ofreference ~~Default~~into ~~in addition to~~ any ~~other~~registration ~~remedies that the Lender may have, at the option and upon written notice~~statement pursuant to the ~~Company~~Securities ~~(which~~Act ~~election and notice shall not be required in the event~~ of ~~certain~~1933, inas ~~the~~amended. ~~case~~The offurnishing ~~specified Events~~ of ~~Default~~ the ~~Note~~ ~~shall~~information ~~accelerate~~in ~~and~~this ~~the~~Report ~~then~~is ~~Outstanding~~not ~~Balance~~intended ~~shall~~to, ~~become due~~ and ~~payable~~does ~~without presentment~~not, constitute ~~demand,~~a ~~protest~~representation orthat ~~other~~such ~~notice of~~furnishing ~~any~~is ~~kind,~~required ~~all~~by ofRegulation ~~which~~FD ~~are~~or ~~hereby~~that ~~expressly~~the ~~waived,~~information ~~anything~~this ~~contained~~Report ~~herein~~contains oris inmaterial investor ~~the~~information ~~documents~~that ~~evidencing~~is ~~the~~not ~~same~~otherwise topublicly ~~the contrary notwithstanding~~available.

~~There~~The ~~are~~information nopresented ~~registration~~in Item ~~rights~~7.01 of ~~with~~this ~~respect~~Current Report including Exhibit 99.1 to ~~any~~this Current Report, shall not be deemed to be “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~securities~~Exchange ~~issuable~~Act ~~upon~~of ~~conversion~~1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of ~~any~~that ~~portion~~section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the ~~Outstanding~~Exchange ~~Balance~~Act.

~~The~~Section ~~Company~~9 ~~entered~~- ~~into~~Financial ~~the~~Statements ~~Loan~~and ~~transaction in order to obtain additional funds to defray ongoing litigation expenses.~~ Exhibits

~~The~~Item ~~foregoing~~9.01 ~~provides~~Financial ~~only~~Statements ~~brief descriptions of the material terms of 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 full text of the Note filed as an exhibit to this Current Report on Form 8-K, and incorporated herein by reference.Exhibits

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

Number		Description
99.1		Press Release dated May 3, 2022 titled “RenovaCare Announces Termination of StemCell Systems R&D Agreement”.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.~~SIGNATURE

~~Item~~Pursuant ~~3.02.~~to ~~Unregistered~~the ~~Sales~~requirements of ~~Equity~~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 on May 3, 2022.

~~The~~RenovaCare, ~~applicable information set forth in Item 1~~Inc.~~01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.~~

1By: /s/ Harmel Rayat

~~The~~Harmel applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Note, Mandatory Conversion Shares, and Lender Conversion Shares (as such terms are defined in the Note) were not registered under the Securities Act, but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. The Lender does not have any rights to require the Company to register such securities.Rayat

~~Item~~President ~~5.02.~~and ~~Departure~~Chief ofExecutive ~~Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.~~Officer

(a) Resignation of Director, President and Chief Executive Officer

By letter dated March 23, 2022 (the “Nedd Resignation Letter”) Dr. Kaiyo Nedd, notified the Company of his resignation effective as of March 24, 2022 as a director of the Company and as the Company’s President and Chief Executive Officer. Dr. Nedd’s resignation was not due to any disagreements between him and the Company on any matter relating to the Company’s operations, policies, or practices. A copy of the Nedd Resignation Letter is Letter is attached to this Report as Exhibit 17.1.

(b) Resignation of Chief Executive Officer, Treasurer and Secretary

By letter dated March 23, 2022 (the “Frere Resignation Letter”) Mr. Frere, notified the Company of his resignation effective as of March 24, 2022 as a director of the Company and as the Company’s President and Chief Executive Officer. Mr. Frere’s resignation was not due to any disagreements between him and the Company on any matter relating to the Company’s operations, policies, or practices. A copy of the Frere Resignation Letter is attached to this Report as Exhibit 17.2.

(c) Appointment of Interim President and Chief Executive Officer, Interim Chief Financial Officer, Treasurer and Secretary

On March 24, 2022 the Company’s Board of Directors by unanimous written consent in lieu of special meeting, adopted resolutions appointing Mr. Harmel Rayat, to serve as the Company’s Interim President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, effective March 24, 2022; Mr. Rayat shall serve in such capacities until such time as his successor shall have been appointed or his earlier resignation or removal.

Section 7 - Regulation FD

Item 7.01. Regulation FD Disclosure.

On March 24, 2022, the Company issued a press release titled “RenovaCare Announces Management Changes.” A copy of the press release is attached as Exhibit 99.1 to this report.

Except for the historical information presented in this document, the matters discussed in this Report, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” “scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Report. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Report and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant’s business.

Note: Information in this Report furnished pursuant to Item 7 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Form of Convertible Promissory dated March 18, 2022.
17.1	Resignation Letter of Dr. Kaiyo Nedd dated March 23, 2022
17.2	Resignation Letter of Dr. Justin Frere dated March 23, 2022
99.1	Press Release dated March 24, 2022 titled “RenovaCare Announces Management Changes.”
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on March 24, 2022.

RenovaCare, Inc.

By: /s/ Harmel S. Rayat

Harmel S. Rayat

Interim President and Chief Executive Officer

Filing Compare · RenovaCare, Inc.