NewGen BioPharma Corp. (NEWG)

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Item 1.01 Entry into a Material Definitive Agreement

On January 10, 2017, NewGen Biopharma Corp., a Nevada corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NewGen Merger Sub Inc., a New Jersey corporation (“Acquisition Corp.”), and NewGen Biopharma Corporation, a New Jersey corporation (the “Company”). Pursuant to the Merger Agreement, Acquisition Corp. will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent upon the terms and subject to the conditions set forth in the Merger Agreement.

As set forth in the Merger Agreement, each share of common stock, no par value per share, of Acquisition Corp. that is outstanding immediately prior to the effective date of the Merger (the “Effective Date”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive one (1) share of common stock, no par value per share, of the Company, so that at the Effective Date, Parent will be the holder of all of the issued and outstanding shares of the Company.

Immediately following the Effective Date, there will be no more than 52,000,000 shares of Parent’s common stock issued and outstanding, which shall consist of (i) 10,000,000 shares of Parent’s common stock issued and outstanding immediately prior to the Effective Date, (ii) an aggregate of 40,000,000 shares of Parent’s common stock issued to the stockholders of the Company, and (iii) $2,000,000 shares of the Parent’s common stock which may be issued and outstanding pursuant to the Private Placement (as defined below), excluding any shares of common stock issuable under outstanding warrants.

Pursuant to the terms of the Merger Agreement, Parent may issue and sell up to a maximum of $2,000,000 of its Units in a private offering at $1.00 per Unit with each “Unit” consisting of (i) one share of Parent’s common stock and (ii) a warrant to purchase one share of Parent’s common stock at $1.00 per share (the “Private Placement”). The proceeds of the Private Placement shall be used for the purpose of financing the Company’s ongoing business and operations.