VGLS / VG Life Sciences Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

VGLS / VG Life Sciences Inc. 15-12G

15-12G 1 form15-12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-26875 VG LIFE SCIENCES INC (Exact name of regist

VG Life Sciences NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Current Report

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?March 29, 2016 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 Em

CONSULTING AGREEMENT

Exhibit 10.178 Note: The agreement previously filed as exhibit 10.178 contained a clerical error. This agreement replaces the erroneously filed document. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) is made and entered into by and between VG LIFE SCIENCES INC., a Delaware corporation (the ?Client?), and Sanjib Mukherjee (?Consultant?) effective the 10th day of August, 2015. (th

CONSULTING AGREEMENT

Exhibit 10.181 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) is made and entered into by and between VG LIFE SCIENCES INC., a Delaware corporation (the ?Client?), and Ali Divan (?Consultant?) effective the 11th day of September, 2015. (the Client and Consultant are jointly referred to herein as the ?Parties?) WHEREAS, Client is engaged in the business of researching, developing

VG Life Sciences QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-26875 VG LIFE SCIENCES

VG Life Sciences NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form N-SAR For Period Ended: September 30, 2015 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Transition Report on Form N-SAR Fo

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.180 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (?Note?) is issued as of May 14, 2015 (the ?Original Issue Date?), by VG Life Sciences, Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, the Company pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-26875 VG LIFE SCIENCES INC.

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.179 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of May 14, 2015, by and among Hock Tiam Tay (the ?Investor?) and VG Life Sciences Inc. (the "Company" or ?VGLS?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and conditions of

WARRANT TO PURCHASE STOCK

Exhibit 4.9 WARRANT TO PURCHASE STOCK Company: VG Life Sciences, Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.45 Issue Date: May 14, 2015 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Hock Tiam Tay, (?Holder?) is entitled to purchase the number of fully paid and nonassessable shares of th

CONSULTING AGREEMENT

Exhibit 10.178 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) is made and entered into by and between VG LIFE SCIENCES INC., a Delaware corporation (the ?Client?), and Sanjib Mukherjee (?Consultant?) effective the 10th day of August, 2015. (the Client and Consultant are jointly referred to herein as the ?Parties?) WHEREAS, Client is engaged in the business of researching, develop

VG Life Sciences NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

REINSTATEMENT OF LICENSE AGREEMENT BETWEEN VG LIFE SCIENCES, INC., AND SCOTT & WHITE HEALTHCARE

Exhibit 10.1 REINSTATEMENT OF LICENSE AGREEMENT BETWEEN VG LIFE SCIENCES, INC., AND SCOTT & WHITE HEALTHCARE This is a reinstatement of the license agreement between VG Life Sciences, Inc. ("LICENSEE'') and Scott & White Healthcare ("S&W?) dated July 18, 2013 (the ?Agreement"), as amended by a first amendment to the Agreement (?Amendment No. 1?) dated September 9, 2014, under which the Agreement w

Current Report

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?May 21, 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 Empl

MEMORANDUM OF UNDERSTANDING April 16, 2015

Exhibit 10.176 MEMORANDUM OF UNDERSTANDING April 16, 2015 This ?MOU?), by and between VG Life Sciences Inc., a Delaware corporation (?VGLS?), and Tg IT, Inc., dba ?Anchor Point IT-Solutions,? a California corporation (?Anchor Point?), with respect to mutual agreement for VGLS and Anchor Point to enter into a consulting service agreement, where Anchor Point will provide IT support and on-call servi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-26875 VG LIFE SCIENCES INC.

CONSULTING SERVICES AGREEMENT

Exhibit 10.175 CONSULTING SERVICES AGREEMENT THIS NON-EXCLUSIVE CONSULTING SERVICES AGREEMENT (the ?Agreement?), executed on the date signed below, is effective as of January 1, 2015, and is entered into by and between VG Life Sciences Inc. (?VGLS?) a Delaware corporation with its executive office located at 121 Gray Avenue, Suite 200, Santa Barbara, CA 93101 (the ?Company?), and Daniel Zia (?Cons

AMENDMENT NO. 1 TO LICENSE AGREEMENT BETWEEN VG LIFE SCIENCES, INC., AND SCOTT & WHITE HEALTHCARE.

Exhibit 10.1 AMENDMENT NO. 1 TO LICENSE AGREEMENT BETWEEN VG LIFE SCIENCES, INC., AND SCOTT & WHITE HEALTHCARE. This is Amendment No. 1 (the ?Amendment No. 1) to the license agreement between VG Life Sciences, Inc. (?LICENSEE?) and Scott & White Healthcare (?S&W) dated July 18, 2013 (the ?Agreement?). LICENSEE and S&W are individually a ?Party? and collectively ?the Parties.? The effective date of

Termination of a Material Definitive Agreement

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: 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

VG Life Sciences NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

CONVERTIBLE DEBENTURE

Exhibit 10.162 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

VG LIFE SCIENCES INC. CONVERTIBLE DEBENTURE

Exhibit 10.172 VG LIFE SCIENCES INC. CONVERTIBLE DEBENTURE THIS CONVERTIBLE DEBENTURE (?Note?) is issued as of November 5, 2014 (the ?Original Issue Date?), by VG Life Sciences Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $22,296.97. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, the Company promises to

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

EX-10.169 22 vglsex10169.htm CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.169 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of August 22, 2014, by and among Hock Tiam Tay “VGLS”). (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”) THE PARTIES HEREBY AGREE AS FOLLOWS: 1

VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.157 VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (?Note?) is issued as of November 14, 2014 (the ?Original Issue Date?), by VG Life Sciences Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, the Company

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

EX-10.158 11 vglsex10158.htm CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.158 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of March 15, 2015, by and between KED Consulting Group LLC (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOW

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.164 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of March 1, 2014 by and between Mr. Anthony Freda Jr., (the ?Investor?) and VG Life Sciences, Inc. (the "Company" or ?VGLS?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and c

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.166 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (?Note?) is issued as of March 1, 2014 (the ?Original Issue Date?), by VG Life Sciences, Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $75,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, which shall b

WARRANT TO PURCHASE STOCK

Exhibit 4.7 WARRANT TO PURCHASE STOCK Company: VG Life Sciences, Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.8552 Issue Date: August 22, 2014 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Hock Tiam Tay (?Holder?) is entitled to purchase the number of fully paid and nonassessable shares o

SERVICES AGREEMENT

Exhibit 10.161 SERVICES AGREEMENT This SERVICES AGREEMENT dated as of February 20th, 2013 (this "Agreement"), by and between RJL Computer Consulting (the ?service Company"), and VG Life Sciences Inc., a Delaware corporation (the "Company"). Each of the Company and the Service Company is sometimes herein also called a "Party" and collectively the "Parties". WHEREAS, the Company desires to retain th

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

EX-10.165 18 vglsex10165.htm CONVERTIBLE PROMISSORY NOTE Exhibit 10.165 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of March 1, 2014 (the “Original Issue Date”), by VG Life Sciences, Inc., a Delaware corporation (the “Company”), in an aggregate principal amount of $10,000.00. Terms not otherwise defined herein shall have the meanings gi

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.159 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (?Note?) is issued as of March 15, 2015 (the ?Original Issue Date?), by VG Life Sciences, Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $600,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014. [] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-26875 VG LIFE SCIENCES INC. (

Subsidiaries of Registrant

Exhibit 21.1 Subsidiaries of Registrant Subsidiary Name Ownership Percentage V-Clip Pharmaceuticals, Inc., a California corporation 100% Carcinotek, Inc., a California corporation 100% White Label Generics, Inc., a California corporation 49% MetaCytolytics, Inc., a Delaware corporation 100% VG Energy, Inc., a Delaware corporation 81.65%

WARRANT TO PURCHASE STOCK

EX-4.5 5 vglsex405.htm WARRANT TO PURCHASE STOCK Exhibit 4.5 WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 40,000 Class of Stock: Common Initial Exercise Price Per Share: $0.45 Issue Date: March 1, 2014 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Mr. Anthony Freda Jr., (“Holder”) is entitled to purchase

WARRANT TO PURCHASE STOCK

Exhibit 4.8 WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 89,188 Class of Stock: Common Exercise Price Per Share: $0.53 Issue Date: Date Proceeds Received in Full THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Wonderland Capital Corp., a New York corporation (?Holder?) is entitled to purchase the number of

VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.156 VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (?Note?) is issued as of November 14, 2014 (the ?Original Issue Date?), by VG Life Sciences Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, the Company

WARRANT TO PURCHASE STOCK

Exhibit 4.6 WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 300,000 Class of Stock: Common Initial Exercise Price Per Share: $0.45 Issue Date: March 1, 2014 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, Mr. Robert Siegel., (?Holder?) is entitled to purchase the number of fully paid and nonassessable shares

WARRANT TO PURCHASE STOCK

Exhibit 4.3 WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.49 Issue Date: November 14, 2014 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, DW Odell Company, LLC, a California limited liability company (?Holder?) is entitled to purchase the number of fully paid and nonassessable shares

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.167 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of March 1, 2014 by and between Mr. Robert Siegel, (the ?Investor?) and VG Life Sciences, Inc. (the "Company" or ?VGLS?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and condi

SUBSCRIPTION AGREEMENT

Exhibit 10.160 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino,CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE UNITS ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE UNITS LAWS OF ANY STATE. T

WARRANT TO PURCHASE STOCK

Exhibit 4.2 WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.49 Issue Date: November 14, 2014 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Wild Harp Holdings, LLC, a California limited liability company (?Holder?) is entitled to purchase the number of fully paid and nonassessable shar

VG LIFE SCIENCES INC. UNSECURED REVOLVING CREDIT NOTE

EX-10.173 26 vglsex10173.htm UNSECURED REVOLVING CREDIT NOTE Exhibit 10.173 VG LIFE SCIENCES INC. UNSECURED REVOLVING CREDIT NOTE Effective Date: April 13, 2015 FOR VALUE RECEIVED, VG Life Sciences Inc., whose address is 121 Gray Avenue, Suite 200, Santa Barbara, CA 93101-1800, (“Borrower”), promises to pay to or to the order of MedBridge Development Company, LLC, whose address is 121 Gray Avenue,

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

EX-10.172 23 vglsex10170.htm CONVERTIBLE PROMISSORY NOTE Exhibit 10.170 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of August 22, 2014 (the “Original Issue Date”), by VG Life Sciences, Inc., a Delaware corporation (the “Company”), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings

CONVERTIBLE DEBENTURE

Exhibit 10.163 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

CONVERTIBLE DEBENTURE

Exhibit 10.168 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

WARRANT TO PURCHASE STOCK

Exhibit 4.4 WARRANT TO PURCHASE STOCK Company: VG Life Sciences, Inc. Number of Shares: 2,400,000 Class of Stock: Common Initial Exercise Price Per Share: $0.45 Issue Date: March 15, 2015 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, KED Consulting Group LLC (?Holder?) is entitled to purchase the number of fully paid and nonassessabl

VG Life Sciences Inc. Code of Ethics

Exhibit 14.1 VG Life Sciences Inc. Code of Ethics In accordance with the requirements of the U.S. Securities and Exchange Commission, the Board of Directors of VG Life Sciences Inc. (with its subsidiaries, the ?Company?) has adopted this Code of Ethics (this ?Code?) in order to: ? encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ? enco

CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT

EX-10.171 24 vglsex10171.htm CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT Exhibit 10.171 CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE DEBENTURE AND WARRANT PURCHASE AGREEMENT is made as of November 5, 2014, by and among Wonderland Capital Corp., (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase an

VG Life Sciences NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

PROSPECTUS VG LIFE SCIENCES INC. OFFERING UP TO 5,000,000 COMMON SHARES

Filed Pursuant to Rule 424(b)(3) Registration No. 333-201905 PROSPECTUS VG LIFE SCIENCES INC. OFFERING UP TO 5,000,000 COMMON SHARES This prospectus relates to the offer and resale of up to 5,000,000 shares of our common stock, par value $0.0001 per share, by the selling stockholder, Dutchess Opportunity Fund, II, which Dutchess has agreed to purchase pursuant to the investment agreement we entere

VGLS / VG Life Sciences Inc. S-1/A - - FORM S-1 AMENDMENT

As filed with the Securities and Exchange Commission on February 11, 2015 Registration Statement No.

VGLS / VG Life Sciences Inc. S-1 - Registration Statement - FORM S-1

S-1 1 vglifes1.htm FORM S-1 As filed with the Securities and Exchange Commission on February 6, 2015 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VG Life Sciences Inc. (Exact name of registrant as specified in its charter) Delaware 3845 33-0814123 (State or other jurisdiction

VGLS / VG Life Sciences Inc. RW - - REQUEST FOR WITHDRAWAL

[Company Letterhead] February 5, 2015 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

AMENDMENT

Exhibit 10.155 AMENDMENT This Amendment (“Amendment”) to the Investment Agreement (“Investment Agreement) and Registration Rights Agreement (“Registration Rights Agreement”) dated March 28, 2014, and subsequent amendments dated May 9th, 2014 and September 4th, 2014 between Dutchess Opportunity Fund, II, LP ("Dutchess") and VG Life Sciences, Inc., (the "Company") is made this 5th day of February, 2

WARRANT TO PURCHASE STOCK

Exhibit 4.1 WARRANT TO PURCHASE STOCK Company: VG Life Sciences, Inc. Number of Shares: 3,450,000 Class of Stock: Common Initial Exercise Price Per Share: $0.45 Issue Date: January 15, 2015 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $1.00 and for other good and valuable consideration, MedBridge Venture Fund, LLC, a California limited liability company (“Holder”) is entitled to purch

Current Report

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, 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

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of January 15, 2015 (the “Original Issue Date”), by VG Life Sciences, Inc., a Delaware corporation (the “Company”), in an aggregate principal amount of $862,500. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED, the Company pr

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.1 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of January 15, 2015, by and among MedBridge Venture Fund, LLC, a California limited liability company (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase

AMENDMENT

Exhibit 10.152 AMENDMENT This Amendment ("Amendment") to the Registration Rights Agreement dated March 28, 2014 (the "Investment Agreement") between Dutchess Opportunity Fund, II, LP ("Dutchess") and VG Life Sciences, Inc., (the "Company") is made this 9th day of May, 2014. WHEREAS, it is in the best interest of both parties to facilitate (the "Facilitation") the amendments in connection with the

VGLS / VG Life Sciences Inc. S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on January 16, 2015 Registration Statement No.

VGLS / VG Life Sciences Inc. S-1 - Registration Statement - VG LIFE SCIENCES INC.

As filed with the Securities and Exchange Commission on November 25, 2014 Registration Statement No.

CONVERTIBLE DEBENTURE

Exhibit 10.102 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

CONVERTIBLE DEBENTURE

Exhibit 10.132 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

NOTICE OF CONVERSION

EX-10.143 10 vglife10q-ex10143.htm NOTICE OF CONVERSION Exhibit 10.143 September 11, 2014 VG Life Sciences Inc. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 Tel: 626-334-5310 Dear Mr Keledjian, NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the Unsecured Convertible Debentures of VG Life Sciences, Inc., a Delaware corporation (the “Company”), that has been d

CONVERTIBLE DEBENTURE

Exhibit 10.113 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-26875 VG LIFE SCIENCES

VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.148 EXHIBIT A(2) VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (?Note?) is issued as of October 27, 2014 (the ?Original Issue Date?), by VG Life Sciences Inc., a Delaware corporation (the ?Company?), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED,

WARRANT TO PURCHASE STOCK

EX-10.151 14 vglife10q-ex10151.htm WARRANT Exhibit 10.151 EXHIBIT B(2) WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.49 Issue Date: October 27, 2014 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Wild Harp Holdings, LLC, a California limited liability company (“Holder”) is entitled t

WARRANT TO PURCHASE STOCK

EX-10.149 12 vglife10q-ex10149.htm WARRANT Exhibit 10.149 EXHIBIT B(2) WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.49 Issue Date: October 27, 2014 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, DW Odell Company, LLC, a California limited liability company (“Holder”) is entitled to

CONVERTIBLE DEBENTURE

Exhibit 10.80 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES A

CONVERTIBLE DEBENTURE

EX-10.127 6 vglife10q-ex10127.htm CONVERTIBLE DEBENTURE Exhibit 10.127 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPT

CONVERTIBLE DEBENTURE

Exhibit 10.128 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

RELEASE AND SETTLEMENT AGREEMENT

Exhibit 10.116 RELEASE AND SETTLEMENT AGREEMENT RELEASE AND SETTLEMENT AGREEMENT dated as of July 1, 2013 by and between VG LIFE SCIENCES, INC., formerly known as Viral Genetics, Inc., a Delaware corporation (the "Company") and DMBM, Inc., a New York corporation ("DMBM"). WHEREAS DMBM has acquired a series of Convertible Debentures dated April 1, 2012, December 31, 2012, June 30, 2013, December 1,

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

EX-10.131 8 vglife10q-ex10131.htm CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.131 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of January 24, 2014 by and between KED Consulting Group LLC, (the “Investor”) and VG Life Sciences, Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE A

VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.150 EXHIBIT A(2) VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of October 27, 2014 (the “Original Issue Date”), by VG Life Sciences Inc., a Delaware corporation (the “Company”), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVED,

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.133 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of August 27, 2014, by and among MedBridge Development, LLC ("MedBridge" or the "Investor") and VG Life Sciences Inc. (the "Company" or "VGLS"). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject

WARRANT TO PURCHASE STOCK

Exhibit 10.136 EXHIBIT B(1) WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.63 Issue Date: September 16, 2014 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, DW Odell Company, LLC, a California limited liability company (“Holder”) is entitled to purchase the number of fully paid and non

VGLS / VG Life Sciences Inc. CORRESP - -

October 1, 2014 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

AMENDMENT

Exhibit 10.134 AMENDMENT This Amendment ("Amendment") to the Registration Rights Agreement dated March 28, 2014 (the "Investment Agreement") and subsequent amendment dated May 9th, 2014 between Dutchess Opportunity Fund, II, LP ("Dutchess") and VG Life Sciences, Inc., (the "Company") is made this 4th day of September, 2014. WHEREAS, it is in the best interest of both parties to facilitate (the "Fa

WARRANT TO PURCHASE STOCK

Exhibit 10.138 EXHIBIT B(1) WARRANT TO PURCHASE STOCK Company: VG Life Sciences Inc. Number of Shares: 200,000 Class of Stock: Common Initial Exercise Price Per Share: $0.63 Issue Date: September 16, 2014 THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Wild Harp Holdings, LLC, a California limited liability company (“Holder”) is entitled to purchase the number of fully paid and n

VGLS / VG Life Sciences Inc. 10-12G/A - - AMENDMENT #2

As filed with the Securities and Exchange Commission on October 1 , 2014 File No. 000-26875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VG Life Sciences, Inc. (Exact name of registrant as specified in its charter) Delaware (Sta

VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.137 EXHIBIT A(1) VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of September 16, 2014 (the “Original Issue Date”), by VG Life Sciences Inc., a Delaware corporation (the “Company”), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVE

VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE

Exhibit 10.135 EXHIBIT A(1) VG LIFE SCIENCES INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of September 16, 2014 (the “Original Issue Date”), by VG Life Sciences Inc., a Delaware corporation (the “Company”), in an aggregate principal amount of $50,000.00. Terms not otherwise defined herein shall have the meanings given in Section 6 below. FOR VALUE RECEIVE

8-K

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—September 5, 2014 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 (IR

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

EX-10.130 7 vg1012ga-ex10130.htm CONVERTIBLE PROMISSORY NOTE Exhibit 10.130 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of July 9, 2014, by and among DW Odell Company, LLC, a California limited liability company (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE AS

VGLS / VG Life Sciences Inc. 10-12G/A - - 10-12G/A

As filed with the Securities and Exchange Commission on September 10, 2014 File No.

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.129 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of July 9, 2014, by and among Wild Harp Holdings, LLC, a California limited liability company (the “Investor”) and VG Life Sciences Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sa

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC.

Exhibit 3.09 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC. Viral Genetics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify that: FIRST: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed

VGLS / VG Life Sciences Inc. CORRESP - -

1434 Spruce Street, Suite 100 Boulder, CO 80302 Phone: 617-243-0060 Fax: 617-243-0066 September 10, 2014 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

VG LIFE SCIENCES, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law)

Exhibit 3.14 VG LIFE SCIENCES, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law) VG Life Sciences, Inc. a Delaware corporation (the "Corporation"), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation (the "Board") by Article Four of the Corporation's Certificate of Incorporation

FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.132 FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT This First Amendment to the Convertible Promissory Note and Warrant Purchase Agreement (“Agreement”), dated as of July 9, 2014, between VG Life Sciences Inc. (the “Company”) and DW Odell Company, LLC (“Investor”) is made and entered effective as of the August 14, 2014. WITNESSETH: WHEREAS, the Company

FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.131 FIRST AMENDMENT TO THE CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT This First Amendment to the Convertible Promissory Note and Warrant Purchase Agreement (“Agreement”), dated as of July 9, 2014, between VG Life Sciences Inc. (the “Company”) and Wild Harp Holdings, LLC (“Investor”) is made and entered effective as of the August 14, 2014. WITNESSETH: WHEREAS, the Compan

CERTIFICATE OF RESTATEMENT AND INTEGRATION OF ARTICLES OF INCORPORATION OF VG LIFE SCIENCES INC.

Exhibit 3.13 CERTIFICATE OF RESTATEMENT AND INTEGRATION OF ARTICLES OF INCORPORATION OF VG LIFE SCIENCES INC. VG Life Sciences, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify that this Restatement and Integration of the Corporation's Articles of Incorporation as set forth below was duly

CONSULTING AGREEMENT

Exhibit 10.128 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“the Agreement”) is made and entered into by and between VG LIFESCIENCES INC., a Delaware corporation (the “Client”), and Richard Tobin (“Consultant”) effective the . (the Client and Consultant are jointly referred to herein as the “Parties”) WHEREAS, the Client is engaged in the business of researching, development and distributing pr

RESTATED CONVERTIBLE DEBENTURE

Exhibit 10.101 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC.

EX-3.5 3 vglifeex0305.htm CERTIFICATE OF AMENDMENT, FILED JANUARY 3, 2011 Exhibit 3.5 State of Delaware Secretary of State Division of Corporations Delivered 07:05 PM 01/03/2011 FILED 07:04 PM 01/03/2011 SRV 110006007 - 2900013 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC. Viral Genetics, Inc., a corporation organized and existing under the General Corporati

SUBSCRIPTION AGREEMENT

Exhibit 10.75 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE UNITS ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE. STATE UNITS LAWS OF ANY STATE.

EXTENSION AND CONFIRMATION AGREEMENT

Exhibit 10.72 EXTENSION AND CONFIRMATION AGREEMENT Made this 22nd day of February 2012 (the “Effective Date”) by and between Viral Genetics, Inc., a Delaware corporation (the “Company”), and C. Everett Koop, MD (“Consultant”). WHEREAS Company and Consultant are party to a Consulting Agreement dated June 1, 2008 (the “Agreement”) and which they had agreed to extend for additional one year terms on

LICENSE AGREEMENT Viral Genetics, Inc. The Texas A&M University System

Exhibit 10.71 LICENSE AGREEMENT Between Viral Genetics, Inc. and The Texas A&M University System This agreement ("Agreement") is made between Viral Genetics. Inc., a Delaware corporation with principal offices in San Marino, California, ("LICENSEE") and The Texas A&M University System, an agency of the State of Texas, with principal offices in College Station, Texas, ("SYSTEM"), collectively refer

AMENDED AND RESTATED RELEASE AND SETTLEMENT

EX-10.59 61 vglifeex1059.htm AMENDMENT TO NOTE PURCHASE AGREEMENT BETWEEN VIRAL GENETICS, INC. AND DMBM INC., DATED OCTOBER 6, 2011 Exhibit 10.59 AMENDED AND RESTATED RELEASE AND SETTLEMENT AMENDED AND RESTATED RELEASE AND SETTLEMENT AGREEMENT dated as of October 6, 2011 (this "Agreement"), by and between Viral Genetics, Inc., a Delaware corporation (“Viral”), and DMBM, Inc., a New York corporatio

NOTE PURCHASE AGREEMENT

Exhibit 10.55 NOTE PURCHASE AGREEMENT THIS AGREEMENT is made this 10th day of March, 2011 by and among the University License Equity Holdings, Inc., a Colorado non-profit corporation (“Assignor”), DMBM Inc., a New York Corporation (“Assignee”) and Viral Genetics, Inc., a Delaware corporation (the “Company”) WHEREAS, Assignor holds a 5% Unsecured Convertible Debenture in the original principal amou

CONSULTING AGREEMENT

Exhibit 10.44 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the "Client"), and Michael Capizzano on behalf of a corporation to be incorporated, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Client is a Clien

CONSULTING AGREEMENT

Exhibit 10.37 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Client"), and Michael Capizzano on behalf of a corporation to be incorporated, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Consultant a

AMENDMENT

Exhibit 10.34 AMENDMENT This AMENDMENT effective as of December 28, 2012 (this "Amendment"), by and among Timothy and Thomas LLC (the "Holder"), and VG Life Sciences Inc. formally known as Viral Genetics, Inc. a Delaware corporation (the "Company"). The Holder and the Company are parties to a Convertible Debenture (See attached schedule "A") made the 19th day of October 2010 (the "Agreement"), and

VG LIFE SCIENCES INC. UNSECURED NOTE

Exhibit 10.121 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRAT

LICENSE AGREEMENT VG Life Sciences, Inc. Scott & White Healthcare PATENT LICENSE AGREEMENT NO. SW11-003PLA

Exhibit 10.115 LICENSE AGREEMENT Between VG Life Sciences, Inc. and Scott & White Healthcare PATENT LICENSE AGREEMENT NO. SW11-003PLA This agreement ("Agreement") is made between VG Life Sciences, Inc., a Delaware corporation with principal offices in San Marino, California, ("LICENSEE") and Scott & White Healthcare, a Texas non profit corporation, with offices located at 2401 South 31st Street, T

RESTATED CONVERTIBLE DEBENTURE

Exhibit 10.86 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES A

SERVICES AGREEMENT

EX-10.53 55 vglifeex1053.htm SERVICES AGREEMENT BETWEEN VIRAL GENETICS, INC. AND COMBUSTION STUDIOS INC., DATED EFFECTIVE FEBRUARY 10, 2011 Exhibit 10.53 SERVICES AGREEMENT Effective the 10th day of February 2011 by and between Viral Genetics, Inc., a Delaware corporation with offices at 2290 Huntington Drive, Suite 100, San Marino, CA, 91108 ("Customer") and Combustion Studios Inc., an Ontario co

VIRAL GENETICS, INC. 5% UNSECURED CONVERTIBLE DEBENTURE

Exhibit 10.22 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGIST

INVESTMENT AGREEMENT

EX-10.126 123 vglifeex10126.htm INVESTMENT AGREEMENT WITH DUTCHESS Exhibit 10.126 INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of March 28, 2014 by and between VG LIFE SCIENCES INC., a Delaware corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to

NOTE PURCHASE AGREEMENT

Exhibit 10.118 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT dated as of September 30, 2013 (this "Agreement"), by DR. ERIC ROSENBERG (the "Seller"), and Stephen B. Schott, who address is 3569 East View Drive, Lafayette, CA 94549 (the "Purchaser"). Each of the Seller and the Purchaser is also herein referred to as a "Party" and collectively as the "Parties". The Seller is the legal and beneficia

STRATEGIC ALLIANCE AGREEMENT

EXHIBIT 10.83 STRATEGIC ALLIANCE AGREEMENT This STRATEGIC ALLIANCE AGREEMENT dated as of May 13, 2013 (this "Agreement"), by and among VG LIFE SCIENCES, INC., a Delaware corporation ("VGLS"), its subsidiary, VG ENERGY, Inc., a Delaware corporation ("VG) and DAK Renewable Research (the Organization"). Each of VGLS, VG and the Organization is sometimes referred to herein as a "Party" and collectivel

SCHEDULE B

Exhibit 10.102 AMENDMENT This AMENDMENT effective as of December 28, 2012 (this "Amendment"), by and among Timothy and Thomas LLC (the "Holder"), and VG Life Sciences Inc. formally known as Viral Genetics, Inc. a Delaware corporation (the "Company"). The Holder and the Company are parties to a Convertible Debenture (See attached schedule "A") made the 19th day of October 2010 (the "Agreement"), an

EX-3.12

Exhibit 3.12 BYLAWS OF 5 Starliving Online., Inc, (A Delaware corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or th

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC.

Exhibit 3.10 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC. Viral Genetics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify that: FIRST: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed

VIRAL GENETICS, INC. UNSECURED CONVERTIBLE DEBENTURE

Exhibit 10.85 THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM R

PROMISSORY NOTE

Exhibit 10.78 PROMISSORY NOTE US $100,000.00 March 25, 2011 For value received, VIRAL GENETICS, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of DMBM, Inc. (the "Holder"), the principal sum of One Hundred thousand ($100,000.00), and to pay interest on the outstanding principal amount of this Promissory Note (this "Note"), all as provided for in this Note. 1. Pay

CONVERTIBLE DEBENTURE

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

EXTENSION AND CONVERSION AGREEMENT

Exhibit 10.68 EXTENSION AND CONVERSION AGREEMENT Made this 30th day of January 2012 (the "Effective Date") by and between Viral Genetics, Inc., a Delaware corporation (the "Company"), and Martin Eric Weisberg ("Consultant"). WHEREAS Company and Consultant are party to an Amended and Restated Consulting Agreement dated January 26, 2011 (the "Agreement"), pursuant to which Consultant is due certain

CANCELLATION AGREEMENT

Exhibit 10.66 CANCELLATION AGREEMENT CANCELLATION AGREEMENT dated as of January 1, 2011, by and between VIRAL GENETICS, INC. (the "Company"), and IMPERIAL CONSULTING NETWORK, INC. ("ICN"). Each of the Company and ICN is also sometimes herein referred to as a "Party" and collectively as the "Parties". WHEREAS, the Company and ICN are parties to a Marketing Advertising and Financial Agreement dated

EXTENSION AND CONFIRMATION AGREEMENT

EX-10.63 65 vglifeex1063.htm EXTENSION AND CONFIRMATION AGREEMENT WITH GERSTNER Exhibit 10.63 EXTENSION AND CONFIRMATION AGREEMENT Made this 15th day of December 2011 (the "Effective Date") by and between Viral Genetics. Inc., a Delaware corporation (the "Company"), and Richard Gerstner ("Consultant"), WHEREAS Company and Consultant are party to a Consulting Agreement dated January 1, 2008 (the "A

CONSULTING AGREEMENT

Exhibit 10.49 CONSULTING AGREEMENT This CONSULTING AGREEMENT dated as of January 26, 2011 (this "Agreement"), by and between VIRAL GENETICS, INC. (the "Company"), and MARTIN ERIC WEISBERG (the "Consultant"). Each of the Company and the Consultant is sometimes herein also called a "Party" and collectively the "Parties". WHEREAS, the Company desires to retain the Consultant to provide the Services (

EMPLOYMENT AGREEMENT

EX-10.40 42 vglifeex1040.htm EMPLOYMENT AGREEMENT BETWEEN VIRAL GENETICS, INC. AND HAIG KELEDJIAN, EFFECTIVE JANUARY 1, 2011 Exhibit 10.40 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Employer"), and Haig Keledjian, ("Employee") effective the 1st day of January 2011 (the "Effective Date")

CONSULTING AGREEMENT

Exhibit 10.38 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Client"), and Evan Newell, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Consultant and Client are party to a Consulting Agreement dated

RELEASE AND SETTLEMENT

EX-10.33 35 vglifeex1033.htm RELEASE AND SETTLEMENT WITH CAPIZZANO, DECEMBER 8, 2010 Exhibit 10.33 RELEASE AND SETTLEMENT Dated this 8th day of December 2010, by and between Viral Genetics, Inc., a Delaware corporation ("Viral") and Michael Capizzano ("Capizzano"). WHEREAS under an Assignment Agreement between Capizzano and Wolf, Greenfield & Sacks, P.C., dated December 8, 2010 attached hereto (th

SUBSCRIPTION AGREEMENT

Exhibit 10.21 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF AN

METABOLIC DISRUPTION EXCLUSIVE LICENSE TABLE OF CONTENTS General Terms and Conditions Section 1 Novation Section 2 - Definitions Section 3 - Grant of Rights and Improvements Section 4 - Financial Consideration Section 5 - Sublicensing Section 6 - U.S

Exhibit 10.15 METABOLIC DISRUPTION EXCLUSIVE LICENSE TABLE OF CONTENTS General Terms and Conditions Section 1 Novation Section 2 - Definitions Section 3 - Grant of Rights and Improvements Section 4 - Financial Consideration Section 5 - Sublicensing Section 6 - U.S. Government Rights and Requirements Section 7 - Reports, Records, and Audits Section 8 - Proprietary Information and Materials Section

NOTE PURCHASE AGREEMENT

Exhibit 10.119 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT dated as of September 30, 2013 (this "Agreement"), by DR. ERIC ROSENBERG (the "Seller"), and Stephen B. Schott, who address is 3569 East View Drive, Lafayette, CA 94549 (the "Purchaser"). Each of the Seller and the Purchaser is also herein referred to as a "Party" and collectively as the "Parties". The Seller is the legal and beneficia

DEBENTURE PURCHASE AGREEMENT

Exhibit 10.108 DEBENTURE PURCHASE AGREEMENT DEBENTURE PURCHASE AGREEMENT dated as of February 15, 2013 (this "Agreement"), by and between TIMOTHY & THOMAS LLC (the "Seller"), and DMBM, INC., a New York corporation (the "Purchaser"). Each of the Seller and the Purchaser is also herein referred to as a "Party" and collectively as the "Parties". The Seller is the legal and beneficial owner of a Conve

VG LIFE SCIENCES INC. CONVERTIBLE NOTE

Exhibit 10.106 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRAT

AMENDED AND RESTATED AMENDMENT TO CONVERTIBLE DEBENTURES

Exhibit 10.104 AMENDED AND RESTATED AMENDMENT TO CONVERTIBLE DEBENTURES AMENDMENT AND RESTATED AMENDMENT TO CONVERTIBLE DEBENTURES effective January 1st, 2013 (this "Amendment"), to the various Convertible Debentures attached hereto as Exhibit A (collectively, the "Debentures"), by and between VG LIFE SCIENCES INC., a Delaware corporation formally known as Viral Genetics Inc. (the "Company") to DM

RESTATED CONVERTIBLE DEBENTURE

EX-10.83 81 vglifeex1083.htm RESTATED CONVERTIBLE DEBENTURE BETWEEN VIRAL GENETICS, INC. AND DMBM, INC., DATED MAY 24, 2012 Exhibit THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED

PURCHASE AGREEMENT

Exhibit 10.7 PURCHASE AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into effective the 1st day of July 2008 between Viral Genetics, Inc., a Delaware corporation, (“Purchase”) and Michael Capizzano, a California resident, (“Vendor”). RECITALS WHEREAS, Purchaser is desirous of acquiring and Vendor is desirous of selling forty-nine (49) shares of common stock representing as of the

CONVERTIBLE DEBENTURE

Exhibit 10.61 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES A

ASSIGNMENT

Exhibit 10.31 ASSIGNMENT AGREEMENT made this 28th day of October 2010 by and between Viral Genetics, Inc., a Delaware corporation ("Assignor"), and MetaCytoLytics, Inc., a California corporation, ("Assignee"). Recital WHEREAS Assignor holds exclusive worldwide rights in all fields of use to patents, patent applications, know-how and other intellectual property under a Metabolic Disruption Exclusiv

SUBSCRIPTION AGREEMENT

Exhibit 10.25 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington. Drive, Suite 100 San Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF A

SUBSCRIPTION AGREEMENT VG LIFE SCIENCES, INC. 121 Gray Avenue, Suite 200 Santa Barbara, CA 93101

Exhibit 10.116 SUBSCRIPTION AGREEMENT VG LIFE SCIENCES, INC. 121 Gray Avenue, Suite 200 Santa Barbara, CA 93101 THE COMMON STOCK OF VG LIFE SCIENCES INC., INCLUDING THAT ACQUIRABLE UPON EXCHANGE OF THE CONVERTIBLE DEBENTURE, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURIT

- FORM 10

As filed with the Securities and Exchange Commission on June 20, 2014 File No. [333- ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VG Life Sciences, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction

DMBM INC 16 Ann Marie Drive Saint James, New York 11780

EX-10.99 96 vglifeex1099.htm LETTER AGREEMENT BETWEEN VG LIFE SCIENCES, INC. AND DMBM, INC., DATED DECEMBER 2, 2012 DMBM INC 16 Ann Marie Drive Saint James, New York 11780 As of December 13, 2012 VG Life Sciences Inc 2290 Huntington Drive, Suite 100 San Marino, CA 91108 Attn:. Mr. Haig Keledj ian President Dear Mr. Keledjian: This letter agreement (this "Agreement’) shall confirm the understanding

SUBSCRIPTION AGREEMENT

Exhibit 10.95 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXCHANGE OF THE CONVERTIBLE DEBENTURE, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURITI

SUBSCRIPTION AGREEMENT

EX-10.92 89 vglifeex1092.htm CONVERTIBLE DEBENTURE BETWEEN VIRAL GENETICS, INC. AND ROD WILLIAMS, DATED SEPTEMBER 7, 2012 Exhibit 10.92 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San 'Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE N

SECURITIES PURCHASE AGREEMENT

Exhibit 10.50 THE SECURITIES ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF TILE SECURITIES ACT.

CONSULTING AGREEMENT

Exhibit 10.43 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the "Client"), and M. Karen Newell Rogers, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Client is a Client engaged in the business of researching,

CONSULTING AGREEMENT

Exhibit 10.36 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Client"), and Robert Berliner, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Client is a Client engaged in the business of developing and

AGREEMENT AND AMENDMENT TO CONVERTIBLE DEBENTURE

Exhibit 10.29 AGREEMENT AND AMENDMENT TO CONVERTIBLE DEBENTURE AGREEMENT AND AMENDMENT TO CONVERTIBLE DEBENTURE dated as of February, 2013 (this “Amendment”), to the $450,000 portion of the Convertible Debenture Effective October 19, 2010, and attached hereto as Exhibit A (the: Debenture”), issued by VG SCIENCES INC., a Delaware corporation formally known as Viral Genetics Inc. (the “Company”), wh

CONSULTING SERVICES AGREEMENT

Exhibit 10.132 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the “Agreement”), executed on the date signed below, is effective as of January 1, 2014, and is entered into by and between VG Life Sciences Inc. (“VGLS”) a Delaware corporation with its executive office located at 121 Gray Avenue, Suite 200, Santa Barbara, CA 93101 (the “Company”), and JTL Enterprises Corp, a New Yor

CONSULTING SERVICES AGREEMENT

EXHIBIT 10.130 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this "Agreement") dated this 29th day of October, 2013 by and among VG Life Sciences, Inc., a Delaware corporation (the "Company") and Artemis Partners, LLC., (the "Consultant"). W H E R E AS, in light of the business experience of the Consultant's Personnel (as defined below), the Company wishes to retain the service

CLIP EXCLUSIVE LICENSE TABLE OF CONTENTS General Terms and Conditions Section 1 - Novation Section 2 - Definitions Section 3 - Grant of Rights and Improvements Section 4 - Financial Consideration Section 5 – Sublicensing Section 6 - U.S. Government R

Exhibit 10.13 CLIP EXCLUSIVE LICENSE TABLE OF CONTENTS General Terms and Conditions Section 1 - Novation Section 2 - Definitions Section 3 - Grant of Rights and Improvements Section 4 - Financial Consideration Section 5 – Sublicensing Section 6 - U.S. Government Rights and Requirements Section 7 - Reports, Records, and Audits Section 8 - Proprietary Information and Materials Section 9 - Export Sec

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.114 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of July 13, 2013, by and among MedBridge Venture Fund, LLC, a California limited liability company (the “Investor”) and VG Life Sciences Inc. (the “Company” or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase a

CONSULTING AGREEMENT

EX-10.1 11 vglifeex1001.htm CONSULTING AGREEMENT WITH FREDA, SEPT. 14, 2007 Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this "Agreement") is made as the 14 day of Sept. 2007 by and among Viral Genetics, Inc., a Delaware corporation (the "Company"); and Anthony Freda Jr. (the "Consultant"). WHEREAS, Consultant desire to render consulting services to the Company and the Company desi

State of Delaware Secretary of State Division of Corporations

Exhibit 3.8 State of Delaware Secretary of State Division of Corporations Delivered 04:06 PM 05/13/2009 FILED 04:02 PM 05/13/2009 SRV 090469107 - 2900013 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VIRAL GENETICS, INC. Viral Genetics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation") does hereby certify th

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VG LIFE SCIENCES INC.

EX-3.11 9 vglifeex0311.htm CERTIFICATE OF AMENDMENT, FILED MARCH 18, 2014 Exhibit 3.11 State of Delaware Secretary of State Division or Corporations Delivered 02:32 PM 03/18/2014 FILED 02:32 PM 03/18/2014 SRV 140346075 - 2900013 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VG LIFE SCIENCES INC. VG Life Sciences, Inc., a corporation organized and existing under and by virtue of

VIRAL GENETICS, INC. UNSECURED CONVERTIBLE DEBENTURE

Exhibit 10.87 THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM R

Agreement

Exhibit 10.77 Agreement Agreement dated as of March 25, 2011 (this "Agreement"), by and between Wonderland Capital Corp. ("Wonderland"), and DMBM, Inc. ("DMBM"). Each of Wonderland and DMBM is also herein sometimes referred to as a "Party" and collectively as the "Parties". Whereas, Wonderland had the opportunity to make loans to Viral Genetics, Inc., a Delaware corporation ("VGI"), on the terms n

RESTATED CONVERTIBLE DEBENTURE

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

RELEASE AND SETTLEMENT

EX-10.57 59 vglifeex1057.htm RELEASE AND SETTLEMENT AGREEMENT BETWEEN VIRAL GENETICS, INC. AND DMBM, INC. - DMBM, INC., DATED APRIL 1, 2011 Exhibit 10.57 RELEASE AND SETTLEMENT Dated this 1st day of April 2011, by and between Viral Genetics, Inc., a Delaware corporation ("Viral") and DMBM, Inc., a New York corporation ("DMBM"). WHEREAS DMBM has agreed to purchase a 5% Unsecured Convertible Debentu

PURCHASE AND SALE AGREEMENT

Exhibit 10.51 THE SECURITIES ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

SECURITIES PURCHASE AGREEMENT

Exhibit 10.30 THE SECURITIES ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Exhibit 10.28 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Settlement Agreement") is made and entered into as of October 19, 2010 (the "Effective Date"), by and among TIMOTHY & THOMAS LLC, an Illinois limited liability company ("T&T" or the "Holder"); TIMOTHY WRIGHT, an individual ("Wright"); and THOMAS LITTLE, an individual ("Little), on the one hand, and

September 21, 2010

Exhibit 10.27 September 21, 2010 David W. Odell 2927 De la Vina Street Santa Barbara, CA 93105T. RE: Viral Genetics Latin America, LLC (the "VGLA") Dear Sir: Further to our discussions, and for good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, Viral Genetics, Inc., a Delaware corporation (the "Company") and you agree as follows: 1. You represent and warran

EX-10.19

Exhibit 10.19

CONSULTING SERVICES AGREEMENT

Exhibit 10.131 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) dated this 7th day of October, 2013 by and among VG Life Sciences, Inc., a Delaware corporation (the “Company”) and Musso and Associates, LLC, (the “Consultant”). WHEREAS, in light of the business experience of the Consultant’s Personnel (as defined below), the Company wishes to retain the services o

EXTENSION AGREEMENT

Exhibit 10.129 EXTENSION AGREEMENT Dated this 3rd day of February 2010 and effective June 30, 2008 (the "Effective Date") by and between Viral Genetics, Inc., a Delaware corporation (the "Company"), and Dr. Eric S. Rosenberg ("Consultant"). WHEREAS Company and Consultant are party to a Consulting Agreement dated July 1, 2006 (the "Original Agreement") and wish to extend it subject to certain terms

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.124 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of March 1, 2014 by and between Mr. Ken Kopf, (the “Investor”) and VG Life Sciences, Inc. (the "Company" or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and conditions

CONVERTIBLE DEBENTURE

Exhibit 10.113 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES

VIRAL GENETICS, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law) AUGUST 16, 2012

Exhibit 3.9 State of Delaware Secretary of State Division of Corporations Delivered 08:01 PM 08/22/2012 FILED 08:01 PM 08/22/2012 SRV 120962808 - 2900013 FILE VIRAL GENETICS, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law) AUGUST 16, 2012 Viral Genetics, Inc., a Delaware corporation (the "

RESTATED CONVERTIBLE DEBENTURE

Exhibit 10.94 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE UNDER THE SECURITIES A

VIRAL GENETICS, INC. UNSECURED CONVERTIBLE DEBENTURE

Exhibit 10.89 THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM R

RESTATED CONVERTIBLE DEBENTURE

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

ADDENDUM

EXHIBIT 10.70 ADDENDUM Made this 6th day of February 2012 (the "Effective Date") by and between Viral Genetics, Inc., a Delaware corporation (the "Company"), and Anthony Freda, Jr. ("Consultant"). WHEREAS Company and Consultant are party to a Consulting Agreement dated September 1, 2008 (the "Agreement") that was extended under an Extension Agreement dated August 25, 2010 (the "Extension") in cons

PURCHASE AND SALE AGREEMENT

Exhibit 10.52 THE SECURITIES ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

CANCELLATION AGREEMENT

Exhibit 10.47 CANCELLATION AGREEMENT CANCELLATION AGREEMENT dated as of January 1, 2011, by and between VIRAL GENETICS, INC. (the "Company"), and IMPERIAL CONSULTING NETWORK, INC. ("ICN"). Each of the Company and ICN is also sometimes herein referred to as a "Party" and collectively as the "Parties". WHEREAS, the Company and ICN are parties to a Marketing Advertising and Financial Agreement dated

EMPLOYMENT AGREEMENT

Exhibit 10.46 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the "Employer"), and Haig Keledjian, ("Employee") effective the 1st day of January 2011 (the "Effective Date"). (the Employer and Employee are jointly referred to herein as the "Parties") WHEREAS, Employer is a company engaged in the busine

CONSULTING AGREEMENT

Exhibit 10.39 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Client"), and Monica Ord, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Consultant and Client are party to a Consulting Agreement dated M

ASSIGNMENT

Exhibit 10.32 ASSIGNMENT AGREEMENT made this 28th day of October 2010 by and between Viral Genetics, Inc., a Delaware corporation ("Assignor"), and VG Energy, Inc., a California corporation, ("Assignee"). Recital WHEREAS Assignor holds exclusive worldwide rights in all fields of use to patents, patent applications, know-how and other intellectual property under a Metabolic Disruption Exclusive Lic

CONSULTING AGREEMENT

Exhibit 10.128 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Company"), and Dr. Eric S. Rosenberg, an individual residing in the city of Milton, MA ("Consultant") effective this 1st day of July, 2006. (the "Parties") WHEREAS the Company is an early-stage business engaged in the development

CONSULTING SERVICES CONTRACT

Exhibit 10.127 CONSULTING SERVICES CONTRACT Agreement entered into this day of 17 July, 2013 between CHRYSALIS PHARMA PARTNERS, LLC (hereinafter “Consultant”) with a principal place of business at 385 Route 24, Suite 1G, Chester, N.J. 07930 and VG Life Sciences, Inc. (hereinafter “Company”) with a principal place of business at 121 Gray Avenue, Santa Barbara, CA 93101. WHEREAS, Consultant is in th

CONSULTING SERVICES AGREEMENT

Exhibit 10.111 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the "Agreement"), executed on the date signed below, is effective as of January 1, 2013, and is entered into by and between into by and between VG Life Sciences Inc. ("VGLS") a Delaware corporation with its executive office located at 121 Gray Avenue, Suite 300, Santa Barbara, CA 93101 (the "Company"), and JTL Enterpr

MEMORANDUM OF UNDERSTANDING

EX-10.109 106 vglifeex10109.htm MEMORANDUM OF UNDERSTANDING WITH MEDBRIDGE Exhibit 10.109 MEMORANDUM OF UNDERSTANDING MEMORANDUM OF UNDERSTANDING dated as of 3/18/2013 (this "MOU"), by and between VG Life Sciences Inc., A Delaware corporation ("VGLS"), and MedBridge., a California Limited Liability Corporation ("MedBridge"), with respect to mutual agreement for VGLS and MedBridge to enter into a 2

CONSULTING AGREEMENT

Exhibit 10.105 CONSULTING AGREEMENT This Agreement (“Agreement”) is made and effective Monday, January 1, 2013 by and between BlueWater Advisory Group, LLLC, (“BlueWater”) and VG Life Sciences, Inc., (the “Company”). Now, therefore, BlueWater and Company agree as follows: 1. VRAL shall retain the services of BlueWater, as investor relations and as public relations consultant to do the following: a

CONSULTING SERVICES AGREEMENT - Addendum

Exhibit 10.103 CONSULTING SERVICES AGREEMENT - Addendum THIS ADDENDUM to the CONSULTING SERVICES AGREEMENT (the “Agreement”), executed on the date signed below, is effective as of January 1, 2012, and is entered into by and between VG Life Sciences Inc. (formerly Viral Genetics, Inc.) a Delaware corporation with its executive office located at 2290 Huntington Drive, Suite 100, San Marino, Californ

VIRAL GENETICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law)

Exhibit 3.7 State of Delaware Secretary of State Division of Corporations Delivered 04:19 PM 05/12/2009 FILED .04:19 PM 05/12/2009 SRV 090462409 - 2900013 FILE VIRAL GENETICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law) Viral Genetics, Inc., a Delaware corporation (the "Corporation"), hereby certifies that, pursuant

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION HITECH INVESTMENT INC.

EX-3.2 2 vglifeex0302.htm CERTIFICATE OF AMENDMENT, FILED APRIL 22, 1999 Exhibit 3.2 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 04/22/1999 991158606900013 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HITECH INVESTMENT INC. HITECH INVESTMENT INC., a corporation organized and existing under and by virtue of the general corporation law of the State of

RESTATED CONVERTIBLE DEBENTURE

Exhibit THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

MARKETING/PUBLICATION AGREEMENT

EX-10.9 13 vglifeex1009.htm BUSINESS MARKETING AGREEMENT WITH PROFILER, OCTOBER 1, 2008 Exhibit 10.9 MARKETING/PUBLICATION AGREEMENT MARKETING/PUBLICATION AGREEMENT effective as of October 01, 2008 (this “Agreement”), by and between Performance Profiler/Imperial Consulting Network, Inc., (the “Publisher”), and Viral Genetics, Inc. (the “Company”), WITNESSETH WHEREAS, the Company hereby desires to

RESTATED CONVERTIBLE DEBENTURE

EX-10.84 82 vglifeex1084.htm RESTATED CONVERTIBLE DEBENTURE BETWEEN VIRAL GENETICS, INC. AND DMBM, INC., DATED JUNE 30, 2012 Exhibit THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTE

EXTENSION AND CONFIRMATION AGREEMENT

Exhibit EXTENSION AND CONFIRMATION AGREEMENT Made this 15th day of December 2011 (the "Effective Date") by and between Viral Genetics, Inc.

THIS AMENDING AGREEMENT is made effective as of the 1st day of June, 2011,

Exhibit 10.58 THIS AMENDING AGREEMENT is made effective as of the 1st day of June, 2011, BETWEEN: VIRAL GENETICS INC. a Delaware incorporated company (hereinafter referred to as “Viral”) OF THE FIRST PART and VG ENERGY INC. a Delaware incorporated company (hereinafter referred to as “VG”) OF THE SECOND PART and METACYTOLYTICS, INC. a Delaware incorporated company (hereinafter referred to as “Meta”

RELEASE AND SETTLEMENT

EX-10.54 56 vglifeex1054.htm RELEASE AND SETTLEMENT AGREEMENT BETWEEN VIRAL GENETICS, INC. AND UNIVERSITY OF VERMONT - DMBM, INC., DATED MARCH 1, 2011 Exhibit 10.54 RELEASE AND SETTLEMENT Dated this 1st day of March 2011, by and between Viral Genetics, Inc., a Delaware corporation ("Viral") and DMBM, Inc., a New York corporation ("DMBM"). WHEREAS DMBM has agreed to purchase a 5% Unsecured Converti

CONSULTING AGREEMENT

Exhibit 10.42 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the "Client"), and Robert Berliner, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Client is a Client engaged in the business of researching, develo

EXTENSION AGREEMENT

Exhibit 10.41 EXTENSION AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective the 1st day of January 2011 (the "Effective Date") by and between VIRAL GENETICS, INC., a Delaware corporation (the "Company"), and Leslie Z. Benet, an individual residing in the city of San Francisco, CA ("Consultant"). (the "Parties") WHEREAS the Company and Consultant are party to a

CONSULTANT FEE AGREEMENT THIS CONSULTANT FEE AGREEMENT (“Agreement”) dated the 5th day of August, 2010.

Exhibit 10.24 CONSULTANT FEE AGREEMENT THIS CONSULTANT FEE AGREEMENT (“Agreement”) dated the 5th day of August, 2010. Between: VIRAL GENETICS INC., a Delaware incorporated company (the “Company”) -and- PATTON CAPITAL CORP. (the “Consultant”) WHEREAS the Company wishes to appoint the Consultant to introduce the Company to prospective Consultant Introductions (as defined below) on a non-exclusive ba

EXTENSION AGREEMENT

Exhibit 10.17 EXTENSION AGREEMENT Dated this 3rd day of February 2010 and effective June 30, 2008 (the "Effective Date") by and between Viral Genetics, Inc., a Delaware corporation (the "Company"), and Dr. Eric S. Rosenberg ("Consultant"). WHEREAS Company and Consultant are party to a Consulting Agreement dated July 1, 2006 (the "Original Agreement") and wish to extend it subject to certain terms

CONSULTING SERVICES AGREEMENT

Exhibit 10.14 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the "Agreement"), executed on the date signed below, is effective as of October 1, 2009, and is entered into by and between Viral Genetics, Inc. a Delaware corporation with its executive office located at 2290 Huntington Drive, Suite 100, San Marino, California 91108 (the "Company"), and JTL Enterprises Corp, a New Yor

VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE

EX-10.125 122 vglifeex10125.htm CONVERTIBLE PROMISSORY NOTE BETWEEN VG LIFE SCIENCES, INC. AND KED CONSULTING GROUP, LLC, DATED MARCH 1, 2014 Exhibit 10.125 VG LIFE SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is issued as of March 1, 2014 (the “Original Issue Date”), by VG Life Sciences, Inc., a Delaware corporation (the “Company”), in an aggregate principa

VG Life Sciences, Inc. 2013 Equity Incentive Plan Adopted: December 20, 2013 To Be Approved By Stockholders: December 30, 2013 Termination Date: December 20, 2023

EX-10.122 119 vglifeex10122.htm 2013 EQUITY INCENTIVE PLAN Exhibit 10.122 VG Life Sciences, Inc. 2013 Equity Incentive Plan Adopted: December 20, 2013 To Be Approved By Stockholders: December 30, 2013 Termination Date: December 20, 2023 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards

EXTENSION AND AMENDMENT AGREEMENT

Exhibit 10.12 EXTENSION AND AMENDMENT AGREEMENT Effective July 1, 2009 (the "Effective Date") by and between Viral Genetics, Inc., a Delaware corporation (the "Company"), and M. Karen Newell, PhD, an individual residing in the city of Colorado Springs, CO ("Consultant"). WHEREAS Company and Consultant are party to a Consulting Agreement dated July 1, 2007 (the "Original Agreement") and wish to ext

STRATEGIC COLLABORATION AGREEMENT

Exhibit 10.110 STRATEGIC COLLABORATION AGREEMENT This Strategic Collaboration Agreement (“Agreement”) dated as of March 18, 2013, between MEDBRIDGE DEVELOPMENT COMPANY, LLC (“MDC”), a California limited liability company having offices at 121 Gray Street, Suite 200, Santa Barbara, CA 93101 and VG LIFE SCIENCES INC. (“VGLS”), a Delaware corporation having offices at 121 Gray Street, Suite 200, Sant

VIRAL GENETICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law)

Exhibit 3.6 VIRAL GENETICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law) Viral Genetics, Inc., a Delaware corporation (the "Corporation"), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation (the "Board of Directors") by Article Four of the Corporation's Certificate of Inco

SUBSCRIPTION AGREEMENT

EX-10.96 93 vglifeex1096.htm CONVERTIBLE DEBENTURE BETWEEN VIRAL GENETICS, INC. AND SANDRA VALENTINE, DATED OCTOBER 2, 2012 Exhibit 10.96 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXCHANGE OF THE CONVERTIBLE DEBENTURE, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agre

DRAFT CONFIDENTIAL TERM SHEET not to be reproduced or distributed 6% Convertible Debenture

Exhibit 10.93 1 DRAFT CONFIDENTIAL TERM SHEET not to be reproduced or distributed 6% Convertible Debenture Date: September 25, 2012 Offeror: Viral Genetics, Inc., a Delaware corporation Offering: not to exceed $250,000 Eligibility: Accredited Investors or Non-US Persons only. Funding Release: on Closing Closing: On execution of Subscription Agreement (attached) and receipt of funds. Maturity: one

September 5, 2012

Exhibit 10.91 September 5, 2012 Eno Research and Consulting Services, LLC P.O. Box 340 Hillsborough, NC 27278 Attn: Dr. James Flowers President & Chief Scientific Officer Dear Dr. Flowers: This letter agreement is intended to memorialize the understanding and agreement by and between VG Energy, Inc., a Delaware corporation and a subsidiary of Viral Genetics, Inc. ("VGE"), and Eno Research & Consul

SUBSCRIPTION AGREEMENT

Exhibit 10.88 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 THE SERIES A PREFERRED STOCK AND COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT COMMON STOCK ACQUIRABLE UPON EXCHANGE OF THE SERIES A PREFERRED STOCK, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (

RESTATED CONVERTIBLE DEBENTURE

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.

RESTATED CONVERTIBLE DEBENTURE

EX-10.74 75 vglifeex1074.htm RESTATED CONVERTIBLE DEBENTURE BETWEEN VIRAL GENETICS, INC. AND DMBM, INC., DATED FEBRUARY 28, 2012 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WI

Wonderland Capital Corp 200 East Broadway Port Jefferson, NY 11772

Exhibit 10.56 Wonderland Capital Corp 200 East Broadway Port Jefferson, NY 11772 As of March 25, 2011 Viral Genetics, Inc. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 Attn: Mr. Haig Keledjian President Dear Mr. Keledjian: This letter agreement (this "Agreement") shall confirm the understanding and agreement between Wonderland Capital Corp. (the "Lender"), and Viral Genetics, Inc., (the "

RESTATED CONVERTIBLE DEBENTURE

EX-10.51 62 vglifeex1060.htm RESTATED CONVERTIBLE DEBENTURE WITH DMBM Exhibit 10.60 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNL

CONSULTING SERVICES AGREEMENT - Addendum

Exhibit 10.48 CONSULTING SERVICES AGREEMENT - Addendum THIS ADDENDUM to the CONSULTING SERVICES AGREEMENT (the "Agreement"), executed on the date signed below, is effective as of January 1, 2011, and is entered into by and between Viral Genetics, Inc. a Delaware corporation with its executive office located at 2290 Huntington Drive, Suite 100, San Marino, California 91108 (the "Company"), and JTL

CONSULTING AGREEMENT

Exhibit 10.45 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VG ENERGY, INC., a Delaware corporation (the "Client"), and Monica Ord, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Client is a Client engaged in the business of researching, developing

CONSULTING AGREEMENT

Exhibit 10.35 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Client"), and M. Karen Newell Rogers, ("Consultant") effective the 1st day of January 2011. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Consultant and Client are party to a Consulting Agree

PROMISSORY NOTE

Exhibit 10.18 PROMISSORY NOTE US $226,866.14 March 10, 2010 For value received, VIRAL GENETICS, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of WONDERLAND CAPITAL CORP. (the "Holder"), the principal sum of TWO HUNDRED TWENTY-SIX THOUSAND EIGHT HUNDRED SIXTY-SIX DOLLARS AND FOURTEEN CENTS ($226,866.14), and to pay interest on the outstanding principal amount of

BUSINESS SERVICES AGREEMENT

Exhibit 10.16 BUSINESS SERVICES AGREEMENT THIS BUSINESS SERVICES AGREEMENT (the "Agreement") is effective this 8th day of January 2010, by and between John Michael Johnson with principal offices at 500 Koheo Road, Kula, Hawaii 96790 (the "Advisor") and Viral Genetics, Inc., a Delaware corporation with principal offices at 1321 Mountain View Circle, Azusa, California 91702 (the "Company"). NOW THER

MEMORANDUM OF UNDERSTANDING February 1, 2014

Exhibit 10.123 MEMORANDUM OF UNDERSTANDING February 1, 2014 This “MOU”, by and between VG Life Sciences Inc., a Delaware corporation (“VGLS”), and Tg IT, Inc., dba “Anchor Point IT-Solutions,” a California corporation (“Anchor Point”), with respect to mutual agreement for VGLS and Anchor Point to enter into a 1-year consulting service agreement, where Anchor Point will provide IT support and on-ca

DMBM INC 16 Ann Marie Drive Saint James, New York 11780

Exhibit 10.100 DMBM INC 16 Ann Marie Drive Saint James, New York 11780 As of December 13, 2012 VG Life Sciences Inc. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 Attn: Mr. Haig Keledjian President Dear Mr. Keledjian: This letter agreement (this "Agreement") shall confirm the understanding and agreement between DMBM Inc. (the "Lender"), and VG Life Sciences. Inc., (the "Company"), with res

RESTATED CONVERTIBLE DEBENTURE

EX-10.97 94 vglifeex1097.htm RESTATED CONVERTIBLE DEBENTURE BETWEEN VIRAL GENETICS, INC., AND DMBM INC., DATED OCTOBER 31, 2012 Exhibit THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFE

CONSULTING AGREEMENT

Exhibit 10.64 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the "Client"), and Brett Mitchell, ("Consultant") effective the date affixed hereof. (the Client and Consultant are jointly referred to herein as the "Parties") WHEREAS, Client is a Client engaged in the business of developing and dist

Technology Industry Research & Advisory

Exhibit 10.62 1 2 3 RESEARCH 2.0 Technology Industry Research & Advisory Additional Business Development Support Services Amendment to: Agreement Name: Viral Genetics/VG Energy Client Viral Genetics Dated 12/12/11 4 Amendment Description This amendment allows Research 2.0 (R2) to engage with potential business partners or sources of capital and make introductions when there is a fit. In exchange f

September 21, 2010

Exhibit 10.26 September 21, 2010 T. Joseph Natale 735 State Street, Suite 402 Santa Barbara, CA 93101 RE: Viral Genetics Latin America, LLC (the "VGLA") Dear Sir: Further to our discussions, and for good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, Viral Genetics, Inc., a Delaware corporation (the "Company") and you agree as follows: 1. You represent and w

CONSULTING AGREEMENT

EX-10.23 25 vglifeex1023.htm AGREEMENT TO ISSUE SECURITIES FOR SERVICES - SHEEHANBOYCE, LLC, DATED AUGUST 1, 2010 Exhibit 10.23 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement'') is made and entered into the 1st day of August, 2010 (the "Effective Date") by and between VIRAL GENETICS, INC., a Delaware corporation (the "Company"), and SHEEHANBOYCE, LLC, a limited liability corporatio

SUBSCRIPTION AGREEMENT

Exhibit 10.20 SUBSCRIPTION AGREEMENT VIRAL GENETICS, INC. 2290 Huntington Drive, Suite 100 San Marino, CA 91108 THE COMMON STOCK OF VIRAL GENETICS, INC., INCLUDING THAT ACQUIRABLE UPON EXERCISE OF THE WARRANTS, DESCRIBED IN THIS SUBSCRIPTION AGREEMENT (this "Agreement") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("Act"), OR QUALIFIED UNDER THE STATE SECURITIES LAWS OF AN

VG LIFE SCIENCES INC. RESTATEMENT AND AMENDMENT OF UNSECURED NOTE UNSECURED NOTE

Exhibit 10.120 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRAT

CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.117 CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of September 15, 2013, by and between DMBM, Inc., (the “Investor”) and VG Life Sciences, Inc. (the “Company” or “VGLS”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and condit

VG LIFE SCIENCES INC. CONVERTIBLE NOTE

Exhibit 10.107 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND ACCORDINGLY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRAT

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-26875 VIRAL GENETICS, INC. (Exact name of registrant as specified in its

U.S. SECURITIES AND EXCHANGE COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2009 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or organ

Agreement and Plan of Merger

Exhibit 10.1 AGREEMENT AND PLAN OF MERGER BETWEEN VIRAL GENETICS, INC., (a California corporation) AND V-CLIP, INC. (a California corporation) AND VIRAL GENETICS, INC., (a Delaware corporation) THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October , 2008, between Viral Genetics, Inc., a California corporation (“Viral”) and V-Clip Pharmaceuticals, Inc., a Calif

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2008 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or organi

Consent and Understanding

Exhibit 10.2 Consent and Understanding Consent and Understanding of Viral Genetics, Inc., a Delaware corporation (“Viral Delaware”) dated as of October 28, 2008. Whereas, Viral Delaware owns all of the outstanding capital stock of Viral Genetics, Inc., a California corporation (“Subsidiary”) Now, Therefore, to enable Subsidiary to consummate the transactions contemplated by the Agreement and Plan

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2008 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or organi

1321 Mountain View Circle, Azusa, CA, 91702, Tel: (626) 334-5310, Fax: (626) 334-5324

Exhibit 10.1 1321 Mountain View Circle, Azusa, CA, 91702, Tel: (626) 334-5310, Fax: (626) 334-5324 , 2008 [INVESTOR NAME] RE: Convertible note held by you in the principal amount of $, due September 1, 2008, and issued by the Company pursuant to a Securities Purchase Agreement dated March 29, 2006 (the “2006 SPA”), and related Transaction Documents (as defined therein) which such note was part of

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2007 VIRAL GENETICS, INC. (Exa

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2007 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or organizat

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2008 VIRAL GENETICS, INC. (Ex

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2008 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware 33-0814123 (State or other jurisdiction of incorporation

Debt Restructuring Agreement

Exhibit 10.1 Debt Restructuring Agreement DEBT RESTRUCTURING AGREEMENT THIS AGREEMENT, dated this fifth day of March 2008 (the ?Agreement?), is made by and among VIRAL GENETICS, INC., a Delaware corporation (the ?Borrower?) and BEST INVESTMENTS, INC., a California corporation (the ?Lender?) for the purpose of amending and continuing the obligations represented by the Notes referenced below. W I T

Subsidiary Guarantee

Exhibit 10.3 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of March 5, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the "Purchaser") to that certain Debt Restructuring Agreement, dated as of the date hereof, between Viral Genetics, In

Security Agreement

Exhibit 10.2 Security Agreement SECURITY AGREEMENT SECURITY AGREEMENT, dated as of March 5, 2008 (this ?Agreement?), among Viral Genetics, Inc., a Delaware corporation (the ?Company?) and all of the Subsidiaries of the Company, (such subsidiaries, the ?Guarantors?) (the Company and Guarantors are collectively referred to as the ?Debtors?) and Best Investments, Inc., a California corporation, their

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 SEC FILE NUMBER 000-26875 NOTIFICATION OF LATE FILING CUSIP NUMBER 92764R 10 3 (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR For Period Ended: December 31, 2007 If the notification relates to a portion of the filing checked above, identify the Item (s) to which the notification relates:

Subscription Agreement

Exhibit 10.4 THE SECURITIES REFERRED TO IN THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SA

Memorandum of Understanding

Exhibit 10.5 Memorandum of Understanding This Memorandum of Understanding (this “Memorandum”) is entered into by and among Viral Genetics, Inc., a Delaware corporation (“Viral Genetics”), and V-Clip Pharmaceuticals, Inc., a California corporation (“V-Clip”), and solely with respect to Section 10 and Exhibit A(ii)-(iii) below, University License Equity Holdings, Inc., a Colorado nonprofit corporati

CONSULTING AGREEMENT

Exhibit 10.6 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the ?Agreement?) is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the ?Company?), and M. Karen Newell, PhD, an individual residing in the city of Colorado Springs, CO (?Consultant?) effective the 1st day of July, 2007. (the Company and Consultant are jointly referred to herein as the ?Parties?) WHEREA

Exclusive License Agreement

Exhibit 10.3 EXCLUSIVE LICENSE AGREEMENT For Licensing Patent Rights THIS AGREEMENT is made and entered into this of November, 2007, by and between the Regents Of The University Of Colorado, a body corporate, having its principal office at 1800 Grant Street, 8th Floor, Denver, CO 80203 (hereinafter “University”) and V-Clip Pharmaceuticals, Inc.(“V-Clip”), a California corporation having its princi

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2007 VIRAL GENETICS, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2007 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-000-26875 VIRAL GENETICS, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 SEC FILE NUMBER 000-26875 NOTIFICATION OF LATE FILING CUSIP NUMBER 92764R 10 3 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR For Period Ended: September 30, 2007 If the notification relates to a portion of the filing checked above, identify the Item (s) to which the notification relates:

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2007 VIRAL GENETICS, INC. (Exa

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2007 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or organizat

ADVISORY AGREEMENT

Exhibit 10.1 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the “Agreement”) is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the “Company”), and Bada Pharasi, an individual residing in the city of Pretoria, South Africa (“Advisor”) effective this 1st day of April, 2007. (the “Parties”) WHEREAS the Company is an early-stage business engaged in the development of c

ADVISORY AGREEMENT

Exhibit 10.2 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (the ?Agreement?) is made and entered into by and between VIRAL GENETICS, INC., a Delaware corporation (the ?Company?), and Dr. Sam Gulube, an individual residing in the city of , South Africa (?Advisor?) effective this 1st day of April, 2007. (the ?Parties?) WHEREAS the Company is an early-stage business engaged in the development of certain

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

EX-10.1 2 ex101.htm IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION TIMOTHY & THOMAS LLC, an Illinois limited liability company, Plaintiff, Case No. 06 C 1813 v. VIRAL GENETICS, INC., a Delaware corporation, and HAIG KELEDJIAN, an individual and citizen of California, Defendants. Honorable Blanche M. Manning Magistrate Judge Michael T. Mason VIRAL GENETIC

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2007 VIRAL GENETICS, INC

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2007 VIRAL GENETICS, INC. (Exact name of registrant as specified in its charter) 000-26875 (Commission File No.) Delaware (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-000-26875 VIRAL GENETICS, INC. (Exact name of regi