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): ~~April~~March 2731, ~~2016 (April 14, 2016)~~2017

Intellect Neurosciences, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

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)

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

~~Item~~On 3March 31, 2017, Intellect Neurosciences, Inc.02 ~~Unregistered~~(the ~~Sales~~“Company”) and Shire (each, a “Party” and together, the “Parties”) executed a Termination and Release of ~~Equity~~Claims ~~Securities~~Letter Agreement effective as of March 22, 2017 (the “Termination Agreement”) relinquishing their respective rights under the Exclusive License Agreement dated as of September 29, 2011 between the Company and ViroPharma Incorporated, which Shire acquired through a merger in 2014 (the “License Agreement”).

OnPursuant ~~April~~to ~~14, 2016, (~~the ~~“Closing~~terms ~~Date”)~~of ~~Intellect Neurosciences, Inc. (~~the ~~“Company”) entered into a~~Termination ~~stock purchase agreement (the “Purchase~~ Agreement~~”) with certain accredited investors (the “Investors”)~~, ~~pursuant to which~~ the ~~Company~~License ~~sold~~Agreement anis ~~aggregate~~terminated ofin ~~$250,000 principal amount of~~ its ~~convertible~~entirety, ~~promissory~~except ~~notes~~for ~~(each,~~certain aprovisions ~~“Note”)~~that tosurvive the ~~Investors~~termination ~~(the~~as ~~“Financing”).~~specified ~~The~~in ~~Company~~the ~~received~~Termination ~~$250~~Agreement,~~000~~ ~~gross~~and ~~proceeds.~~each ~~The~~Party ~~Company~~has ~~also~~agreed ~~entered~~to ~~into~~release ~~agreements~~the ~~with~~ other ~~accredited~~Party ~~investors~~from ~~for an~~any ~~additional~~and ~~$250,000~~all ~~but~~existing ~~has not closed yet on such amount~~ and ~~there~~future ~~can be no assurance that such additional~~claims, ~~subscriptions~~with orthe ~~any~~exceptions ~~other~~noted ~~additional~~in ~~subscriptions~~the ~~will~~Termination ~~be consummated~~Agreement.

The ~~Notes~~Termination ~~are~~Agreement ~~convertible, at the option~~constitutes ofan ~~the~~agreement ~~holder, into shares of the Company’s common stock, par value $0.001 per share, at a per share price of $0.10 (the “Conversion Price”), subject~~ to ~~adjustment~~terminate ~~as provided in~~ the ~~Notes~~License ~~and~~Agreement ~~subject to a total beneficial ownership limitation of 9.99% of the Company’s issued~~ and ~~outstanding common stock. Each Note has a maturity date (the “Maturity Date”) that~~ is ~~two~~not ~~years~~in ~~from~~any ~~the~~way ~~Closing~~an ~~Date.~~admission ~~The Maturity Date may be accelerated, at the option~~ of ~~the~~liability ~~holder,~~or ~~upon the~~breach ~~occurrence~~by of a ~~Major~~Party ~~Liquidity~~to ~~Event or a Minor Liquidity Event (each as defined in~~ the ~~Note)~~Licensing Agreement.

InThe ~~accordance~~description ~~with~~of the ~~Purchase Agreement,~~Termination ~~Investors~~Agreement ~~who~~in ~~acquire~~this ~~Notes~~Current ~~for~~Report ~~cash~~on ~~subscription~~Form ~~amounts~~8-K ~~may~~does ~~thereafter~~not ~~acquire~~purport ~~Notes~~to be complete and is qualified in ~~exchange~~its ~~for~~entirety ~~shares~~by reference to the complete text of the ~~Company’s Series~~Termination GAgreement 8%filed ~~Convertible~~as ~~Preferred~~Exhibit ~~Stock~~3.1 ~~initially~~hereto ~~issued~~and onis ~~July~~incorporated 1,herein ~~2015~~by reference.

~~The~~Item ~~Purchase Agreement included standard closing conditions~~9.01 ~~The Investors received piggy back registration rights for the shares issuable upon exercise of the Notes~~Exhibits. In addition the closing was contingent upon the Company’s entering into an Intercreditor Agreement (the “Intercreditor Agreement”) by and among the Company, the Investors and certain holders of the Company’s outstanding promissory notes (the “Junior Lenders”). The purpose of the Intercreditor Agreement was to establish the relative priority of the Notes and the obligations due by the Company to the Junior Lenders and to provide for the orderly sharing of payments by the Company among the Investors and the Junior Lenders.

The Company intends to use the net proceeds from the Financing to pay $100,000 principal amount of outstanding promissory notes held by the Junior Lenders; to fund certain pre-clinical studies; and for general corporate purposes.

Exhibit		Description
3.1		Termination and Release of Claims Letter Agreement, dated March 22, 2017, between the Company and the signatories named therein.

The Financing was conducted as a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.SIGNATURES

~~The foregoing descriptions of the Financing,~~Pursuant ~~related agreements and materials do not purport~~ to ~~be complete and are qualified in their entirety by reference to~~ the ~~complete text~~requirements of the ~~(i)~~Securities ~~the~~Exchange ~~form~~Act of ~~Purchase~~1934, ~~Agreement~~the ~~filed~~Registrant ashas ~~Exhibit~~duly caused ~~10.1~~this ~~hereto~~report ~~and~~to ~~(ii)~~be ~~the~~signed ~~form~~on ofits ~~Note~~behalf ~~filed~~by asthe ~~Exhibit 4.1 hereto~~undersigned, ~~each~~ ofhereunto ~~which is incorporated herein by reference~~duly authorized.

Item 9.01 Financial Statements and Exhibits.

	INTELLECT NEUROSCIENCES, INC

Dated: April 24, 2017	By:	/s/ Elliot Maza
		Name: Elliot Maza Title: Chief Executive Officer

(d) Exhibits.

Exhibit		Description
4.1		Form of Note.
10.1		Form of Securities Purchase Agreement dated April 14, 2014, between the Company and the Signatories named therein.
10.2		Form of Intercreditor Agreement dated April 14, 2016, , between the Company and the Signatories named therein.

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: April 27, 2016	INTELLECT NEUROSCIENCES, INC.
	By:	/s/ Elliot Maza
	Name: Elliot Maza
	Title: Chief Executive Officer

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