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): ~~October 26~~November 30, 2015

Intellect Neurosciences, Inc. (Exact Name Of Registrant As Specified In Its Charter)

Delaware (~~Exact Name~~State Ofor ~~Registrant~~Other AsJurisdiction ~~Specified~~of ~~In Its Charter~~Incorporation)

Delaware

(State or Other Jurisdiction of Incorporation)

333-128226		20-8329066
(Commission File Number)		(I.R.S. Employer Identification No.)

550 Sylvan Ave., Suite 101 Englewood Cliffs, New Jersey		07632
(Address of Principal Executive Offices)		(Zip Code)

(201) 608-5101 (Registrant’s Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report)

(Registrant’s Telephone Number, Including Area Code)

(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))

~~Item 8~~Item1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On October 26, 2015, Intellect Neurosciences, Inc. (the “Company”) issued a press release regarding the engagement of Troy Rohn, PhD as lead Scientific Advisor to the Company on its TauC3 Antibody Program.Financing

AOn November 30, 2015, (the “Closing ~~copy~~Date”) ofIntellect Neurosciences, Inc. (the ~~press~~“Company”) ~~release~~entered ~~that~~into ~~discusses~~a ~~this~~stock ~~matter~~purchase isagreement ~~filed~~(the as“Purchase Agreement”) ~~Exhibit~~with ~~99.1~~certain accredited investors (the “Investors”) whereby the Company issued to the Investors (i) an aggregate of 1,577 shares of Series F Convertible Preferred Stock; and ~~incorporated~~(ii) bywarrants ~~reference~~(the ~~in,~~“Warrants”) ~~this~~to ~~report.~~purchase ~~The~~an ~~information~~aggregate inof ~~this~~880,000 ~~Current~~shares ~~Report~~of iscommon ~~being~~stock, ~~furnished~~par ~~and~~value ~~shall~~$0.001 ~~not~~per beshare ~~deemed~~(the “~~filed~~Common Stock”) ~~for~~of the ~~purposes~~Company ~~of Section~~(the 18“Financing”). The Company received gross cash proceeds of $110,000 and the ~~Securities~~Financing ~~Exchange~~resulted ~~Act~~in the exchange and cancellation of ~~1934~~an oraggregate ~~otherwise~~of ~~subject~~$380,900 of principal and accrued interest due with respect to ~~the~~convertible ~~liabilities~~promissory ofnotes ~~that~~owned ~~Section.~~by ~~The~~the ~~information~~Investors which were in ~~this~~default ~~Current Report~~and ~~shall~~an ~~not~~aggregate beof ~~incorporated~~$1,086,333 byStated ~~reference~~Value ~~into~~and ~~any~~accrued ~~registration~~dividends ~~statement~~of orSeries ~~other~~C ~~document~~Preferred Stock. The private placement was conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, ~~except~~ as ~~shall~~amended, beand ~~expressly~~Rule ~~set~~506 ~~forth~~of byRegulation ~~specific~~D ~~reference in any such filing~~promulgated thereunder.

The ~~following exhibit~~Company isintends ~~furnished~~to asuse ~~part~~the net proceeds of ~~this~~the ~~Report~~financing onfor ~~Form~~working ~~8-K:~~capital purposes.

Exhibit		Description
99.1		Press Release dated October 26, 2015

The Company granted the Investors certain piggyback registration rights with respect to the shares of Common Stock underlying the Warrants and issuable upon conversion of the Series F Preferred Stock.

~~SIGNATURES~~The foregoing descriptions of the Financing, related agreements and materials do not purport to be complete and are qualified in their entirety by reference to the complete text of the (i) the form of Purchase Agreement filed as Exhibit 3.1 hereto and (ii) the form of Warrant filed as Exhibit 3.2 hereto each of which is incorporated herein by reference. The Certificate of Designation as amended for the Series F Preferred Stock is included as an exhibit to the Securities Purchase Agreement filed as Exhibit 3.1.

~~Pursuant to~~Item ~~the~~3.02 ~~requirements~~Unregistered ofSales ~~the Securities Exchange Act~~ of ~~1934,~~Equity ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Securities.

Dated: October 26, 2015	INTELLECT NEUROSCIENCES, INC.
	By:	/s/ Elliot Maza
	Name: Elliot Maza
	Title: Chief Executive Officer

See Item 1.01

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
3.1		Form of Securities Purchase Agreement, dated November 30, 2015, between the Company and the Signatories named therein.

3.2		Form of Warrant.

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.

Dated: December 8, 2015

INTELLECT NEUROSCIENCES, INC.

	By:		/s/ Elliot Maza
	Name:		Elliot Maza
	Title:		Chief Executive Officer

Filing Compare · Intellect Neurosciences, Inc.