VICP / Vicapsys Life Sciences, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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

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: 000-56145 VICAPSYS LIFE SCIENCES INC. (Exact name of registrant as specifie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition Report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ 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: 000-56145 VICAPSYS LIFE SCIENCES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ 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: 000-56145 VICAPSYS LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition Report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ 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: 000-56145 VICAPSYS LIFE SCIENCES,

List of Subsidiaries

Exhibit 21.1 Subsidiaries of ViCapsys Life Sciences, Inc. Subsidiary Jurisdiction of Organization ViCapsys, Inc. Florida

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ Transition Report pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ 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 000-56145 VICAPSYS LIFE SCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 Vicapsys Life S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation) (Comm

Letter Agreement dated as of December 26, 2023 between Vicapsys Life Sciences, Inc. and AJB Capital Investments LLC

Exhibit 10.1 December 26, 2023 Vicapsys Life Sciences, Inc. 7778 Mcginnis Ferry Rd. #270 Suwanee, GA 30024 Attn: CEO E-mail: [email protected] VIA ELECTRONIC MAIL Re: Modifications Dear Sirs: Reference is made to that certain (i) securities purchase agreement, dated as of June 27, 2023, by and between VICAPSYS LIFE SCIENCES, INC., a Florida corporation, with headquarters located at 7778 Mcginnis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ 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: 000-56145 VICAPSYS LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ Transition Report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ 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: 000-56145 VICAPSYS LIFE SCIENCES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commis

Promissory Note of Vicapsys Life Sciences, Inc. in the principal amount of $330,000 issued to AJB Capital Investments LLC dated June 27, 2023.

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Vicapsys Life Scien

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation) (Commissi

As filed with the U.S. Securities and Exchange Commission on June 30, 2023.

As filed with the U.S. Securities and Exchange Commission on June 30, 2023. 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 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 2834 91-1930691 (State or other jurisdiction of incorporation o

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) VICAPSYS LIFE SCIENCES, INC.

Securities Purchase Agreement dated as of June 27, 2023 between Vicapsys Life Sciences, Inc. and AJB Capital Investments LLC

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2023, by and between VICAPSYS LIFE SCIENCES, INC., a Florida corporation, with headquarters located at 7778 Mcginnis Ferry Rd. #270, Suwanee, GA 30024 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 Vicapsys Life Scienc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation) (Commissio

Ninth Amendment, dated May 31, 2023, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 2, 2023 and incorporated herein by reference.

Exhibit 10.1 NINTH AMENDMENT TO THE EXCLUSIVE PATENT LICENSE AGREEMENT (MGH Cases No 01416, 22497, 24644) Agreement No. 2022-3833 This Ninth Amendment (“Ninth Amendment”), effective May 30, 2023 (“Ninth Amendment Effective Date”), to the Exclusive Patent License Agreement is by and between The General Hospital Corporation, d/b/a Massachusetts General Hospital, a non-for-profit Massachusetts corpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Vicapsys Life Scie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation) (Commiss

Letter of D. Brooks and Associates CPAs, P.A., dated May 17, 2023.

Exhibit 16.1 May 17, 2023 U.S. Securities and Exchange Commission 100 F. Street Washington, DC 20549 Ladies and Gentlemen: Re: Vicapsys Life Sciiences, Inc. (the “Company”) Commission File No. 000-56145 We have read the statements of the Company pertaining to our firm included in Item 4.01 of the Form 8-K dated May 12, 2023 and are in agreement with the statements contained in that document pertai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Vicapsys Life Scienc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2023 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ 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: 000-56145 VICAPSYS LIFE SCIENCES,

List of Subsidiaries

EX-21.1 2 ex21-1.htm Exhibit 21.1 Subsidiaries of ViCapsys Life Sciences, Inc. Subsidiary Jurisdiction of Organization ViCapsys, Inc. Florida

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ 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 000-56145 VICAPSYS LIFE SCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56145 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐Form 10-Q ☐ Form 10-D ☐ Form ☐ N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2023 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation or organ

Employment Agreement, dated as of January 1, 2023, by and between the registrant and Federico Pier.

Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and effective as of January 01, 2023 (the “Effective Date”), between ViCapsys Life Sciences, Inc., a Florida corporation (the “Company”), and FEDERICO PIER (“Executive”). The Company and Executive mutually desire to enter into an agreement containing the terms and conditions pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14C 1 formdef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidenti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ? 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: 000-56145 VICAPSYS LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56145 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2022 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ 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: 000-56145 VICAPSYS LIFE SCIENCES,

2022 Omnibus Equity Inventive Plan*+

Exhibit 10.1 VICAPSYS LIFE SCIENCES, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Vicapsys Life Sciences, Inc. 2022 Omnibus Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are es

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-56145 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14C 1 formdef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidenti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ 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: 000-56145 VICAPSYS LIFE SCIENCES,

Eighth Amendment to the Exclusive Patent License Agreement*

EX-10.1 2 ex10-1.htm Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14C 1 formpre14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidenti

Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 Vicapsys Life Sciences, Inc. (Exact name of registrant as specified in its charter) Florida 000-56145 91-1930691 (State or other jurisdiction of incorporation or org

ViCapsys Life Sciences Appoints Federico Pier as Chief Executive Officer Brings significant financial and managerial experience to guide next phase of development

Exhibit 99.1 ViCapsys Life Sciences Appoints Federico Pier as Chief Executive Officer Brings significant financial and managerial experience to guide next phase of development Suwanee, Georgia. ? April 12, 2022 ? ViCapsys Life Sciences, Inc., (OTC: VICP) (?ViCapsys? or the ?Company?) announced the appointment of Federico Pier as Chief Executive Officer of ViCapsys, effective February 15, 2022. Mr.

List of Subsidiaries

EX-21.1 2 ex21-1.htm Exhibit 21.1 Subsidiaries of Vicapsys Life Sciences, Inc. Subsidiary Jurisdiction of Organization ViCapsys, Inc. Florida

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ☐ Transition Report pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ☐ 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 000-56145 VICAPSYS LIFE SCIENCES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ 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: 000-56145 VICAPSYS LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 ☐ Transition Report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 ? 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: 000-56145 VICAPSYS LIFE SCIENCES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ☐ Transition Report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ? 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: 000-56145 VICAPSYS LIFE SCIENCES,

List of Subsidiaries

Exhibit 21.1 Subsidiaries of ViCapsys Life Sciences, Inc. Name of Subsidiary: ViCapsys, Inc. State of Incorporation: Florida (April 19, 2013) Doing Business As: ViCapsys, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 ☐ Transition Report pursuant to Secti

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 ☐ 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 000-56145 VICAPSYS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 ? 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: 000-56145 VICAPSYS LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 ☐ Transition Report pursuant to S

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 ☐ 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: 000-56145 VICA

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 March 31, 2020 [ ] 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: 000-56145 VICAPSYS LIFE SCIEN

VICP / Vicapsys Life Sciences, Inc. 10-12G/A - -

As filed with the Securities and Exchange Commission on March 30, 2020. File No. 000-56145 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2 ) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 VICAPSYS LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Florida

VICP / Vicapsys Life Sciences, Inc. 10-12G/A - -

As filed with the Securities and Exchange Commission on March 20, 2020. File No. 000-56145 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 VICAPSYS LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Florida 9

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ANTHONY L.G., PLLC laura aNTHONy, esq GEOFFREY ASHBURNE, ESQ* JOHN CACOMANOLIS, ESQ** CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ*** OF COUNSEL: MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA Philip magri, esq.****** STUART REED, ESQ MARC S. WOOLF, ESQ www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM DIRECT E-MAIL: [email protected]

Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.1 The General Hospital Corporation EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: A215841 MGH Case No: 1416 This License Agreement (“Agreement”) is made as of the 8th day of May, 2013 (“Effective Date”), by and between VICapsys Inc., a Florida corporation, having a principal place of business at 1234 Airport Road Destin Florida 32541 (“Company”) and The General Hospital Corporatio

Fifth Amendment, dated October 22, 2016, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.6

Investment and Restructuring Agreement, dated April 11, 2019, by and among ViCapsys Life Sciences, Inc., ViCapsys, Inc, YPH, LLC, Stephen McCormack, Steve Gorlin, Charles Farrahar, Athens Encapsulation Inc., and the Additional Investors.

Exhibit 2.1 Investment and Restructuring Agreement By and Among ViCapsys Life Sciences, Inc., ViCapsys, Inc., YPH, LLC, the Additional Investors Who May Become a Party Hereto, Athens Encapsulation Inc., Stephen McCormack, Steve Gorlin, and Charles Farrahar TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 8 ARTICLE II INVESTMENT AND RESTRUC

Articles of Amendment to the Articles of Incorporation of the Registrant, dated August 19, 1998

Exhibit 3.2

Amendment to Restated Articles of Incorporation of the Registrant filed on September 13, 2017

Exhibit 3.7

Articles of Amendment to the Articles of Incorporation of the Registrant, dated March 18, 1999

Exhibit 3.3

Fourth Amendment, dated December 1, 2014 ,to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.5

Employment Agreement, dated June 3, 2019, between Vicapsys Life Sciences and Frances Toneguzzo

Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of June 3, 2019 (the “Effective Date”) by and between Vicapsys Life Sciences, a Florida corporation, (the “Company”) and Frances Toneguzzo, a Massachusetts resident (“Executive”). 1. Position and Duties. Executive shall be employed full-time by the Company as its Chief Executive Officer, repo

Articles of Amendment to the Articles of Incorporation of the Registrant filed on January 15, 2008

EX-3.5 7 ex3-5.htm Exhibit 3.5

Amended and Restated Bylaws of the Registrant

Exhibit 3.10

Share Exchange Agreement, dated December 22, 2017, by and among ViCapsys Life Sciences, Inc., Michael W. Yurkowsky, ViCapsys, Inc., and the shareholders of ViCapsys, Inc.

Exhibit 10.9 SHARE EXCHANGE AGREEMENT by and among Vicapsys Life Sciences, Inc. Michael W. Yurkowsky; ViCapsys, Inc.; And The Shareholders of ViCapsys, Inc. TABLE OF CONTENTS PAGE Article I. SHARE EXCHANGE 1 Section 1.01 The Exchange. 1 Section 1.02 Closing 3 Section 1.03 VLS Deliverables at the Closing. 3 Section 1.04 ViCapsys Deliverables at the Closing. 3 Section 1.05 Tax Consequences. 4 Sectio

VICP / Vicapsys Life Sciences, Inc. 10-12G - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 VICAPSYS LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter) Florida 91-1930691 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1

First Amendment, dated January 22, 2014, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.2

Third Amendment, dated August 25, 2014, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.4

Seventh Amendment, dated December 22, 2017, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.8

Articles of Incorporation of the Registrant filed on July 8, 1997

Exhibit 3.1

Amended and Restated Articles of Incorporation of the Registrant filed on April 28, 2009

Exhibit 3.6

Articles of Amendment to the Articles of Incorporation of the Registrant, dated November 13, 2007

Exhibit 3.4

List of Subsidiaries

EX-21.1 23 ex21-1.htm Exhibit 21.1 Subsidiaries of ViCapsys Life Sciences, Inc. Name of Subsidiary: ViCapsys, Inc. State of Incorporation: Florida (April 19, 2013) Doing Business As: ViCapsys, Inc.

Sixth Amendment, dated February 16, 2017, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.7

Second Amendment, dated May 6, 2014, to the Exclusive Patent License Agreement, dated May 8, 2013, between ViCapsys, Inc. and The General Hospital Corporation d/b/a Massachusetts General Hospital

Exhibit 10.3

Amendment with Certificate of Designations for Series A Convertible Preferred Stock and Series B Convertible Preferred Stock filed on December 17, 2017

Exhibit 3.8

Articles of Correction filed on December 27, 2017

Exhibit 3.9

SSGI 5D

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: 333-160700 SSGI, INC. (Exact name of registrant as specified in its charter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2010 OR o Transition Report

10-Q 1 v19494910q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2010 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION 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, 2010 ? 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 For the Transition Period Ended: Read Instruction (on back page Before Preparing Form.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 13, 2010 SSGI, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 333-160700 91-1930691 (Commission File Number)

June 29, 2010

Exhibit 17.1 June 29, 2010 Board of Directors Surge Solutions Group, Inc. SSGI, Inc. Dear Sirs, I hereby tender my resignation as Chief Financial Officer of Surge Solutions Group, Inc. and SSGI, Inc. effective June 30, 2010. I appreciate the opportunity to serve as Surge’s Chief Financial Officer. I will miss the challenges my role offered, as well as the many people with whom I worked. I wish the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 30, 2010 SSGI, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 333-160700 (Commission File Number) 91-1930691 (

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 (Mark One) T Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2010 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 333-160700 SSGI, Inc

MODIFICATION AGREEMENT

EXHIBIT 10.27 MODIFICATION AGREEMENT This Modification Agreement (this “Agreement”) is made and entered into this 20th day of April, 2010 (the “Effective Date”), by and among SSGI, Inc, a Florida corporation (hereinafter referred to as the “Company”), Surge Solutions Group, Inc., a Florida corporation and wholly-owned subsidiary of the Company (“Surge”), and Ryan Seddon, an individual resident of

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. SSGI, Inc. Warrant for the Purchase of Shares of Common Stock, par value $0.001 per Share

EX-10.30 5 v185945ex10-30.htm EXHIBIT 10.30 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANT EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WI

PROMISSORY NOTE

EXHIBIT 10.29 PROMISSORY NOTE $125,000 West Palm Beach, Florida April 20, 2010 FOR VALUE RECEIVED, SSGI, Inc., a Florida corporation (“Maker”), hereby promises to pay to the order of Ryan Seddon, an individual resident of the State of Florida, or his successors or assigns, as the case may be (“Payee”), at 5391 S.W. Windward Way, Palm City, Florida 34990, or such other place as may be specified in

CONSULTING AGREEMENT

EX-10.28 3 v185945ex10-28.htm EXHIBIT 10.28 CONSULTING AGREEMENT CONSULTING AGREEMENT (this “Agreement”), made and entered into as of the 20th day of April, 2010, by and between SSGI, Inc., a Florida corporation (the “Company”), and Ryan Seddon, an individual resident of the State of Florida (“Consultant”). WITNESSETH: WHEREAS, the Company desires to retain Consultant to render consulting and advi

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) T Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2009 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 333-160700 SSGI, Inc. (Ex

SSGI, INC. Subsidiaries of the Registrant

Exhibit 21 SSGI, INC. Subsidiaries of the Registrant Listed below are all the subsidiaries of Registrant, except for those subsidiaries which are currently inactive. State of Incorporation Name of Subsidiary Florida Surge Solutions Group, Inc. Florida B&M Construction Co., Inc. Florida Willis Electric, L.L.C. Arkansas B&M Construction of Arkansas, LLC Florida B&M Pump & Tank, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SSGI, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 78467G 10 6 (CUSIP Number) MAY 13, 2010 (Date o

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SSGI, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 78467G 10 6 (CUSIP Number) MAY 13, 2010 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 13, 2010 SSGI, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 333-160700 91-1930691 (Commission File Number) (I

STOCK PURCHASE AGREEMENT

EX-10.24 9 v185727ex10-24.htm EXHIBIT 10.24 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is entered into as of May 13, 2010, by and among SSGI, Inc., a Florida corporation (“Buyer”), and each of the individuals identified as “Sellers” on the signature page to this Agreement (each, a “Seller” and collectively, the “Sellers”). RECITALS: WHEREAS, Sellers are the record an

EMPLOYMENT AGREEMENT

EX-10.26 11 v185727ex10-26.htm EXHIBIT 10.26 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), effective as of the 13th day of May, 2010, by and between Surge Solutions Group, Inc., a Florida corporation (the “Company”), and [], an individual resident of the State of Florida (“Employee”). WITNESSETH: WHEREAS, the Company desires to retain and employ the services of Employee on the term

SSGI, INC. PROMISSORY NOTE

EXHIBIT 10.18 THIS NOTE WAS ORIGINALLY ISSUED ON MAY 13, 2010, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR UNLESS THE HOLDER OF THIS NOTE DELIVERS TO THE ISSUER HEREOF AN OPINION OF COUNSEL (WHICH COUNSEL AND OPINION S

REGISTRATION RIGHTS AGREEMENT

EX-10.22 7 v185727ex10-22.htm EXHIBIT 10.22 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2010, by and between SSGI, Inc., a Florida corporation (the “Company”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Seller”). WHEREAS, the Company and Seller are parties to that certain Stock Purchase Agreement, dated May 13,

PLEDGE AGREEMENT

EX-10.19 4 v185727ex10-19.htm EXHIBIT 10.19 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”), dated as of May 13, 2010, is entered into by and between SSGI, Inc., a Florida corporation (“Pledgor”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Secured Party”), with reference to the following: PRELIMINARY STATEMENTS A. Pledgor, Secured Party and the Company (as

INDEMNIFICATION AGREEMENT

EX-10.23 8 v185727ex10-23.htm \ EXHIBIT 10.23 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is effective as of the 13th day of May, 2010, between Bobby L. Moore, Jr., an individual maintaining an address at 4215 S.B. Merrion Road, Lakeland, Florida 33810 (together with his heirs, representatives, successors and assigns, “Guarantor”); B&M Construction Co., Inc., a Flori

STOCK PURCHASE AGREEMENT SSGI, INC., B & M CONSTRUCTION CO., INC. BOBBY L. MOORE, JR. Dated as of May 13, 2010 Table of Contents

EX-10.17 2 v185727ex10-17.htm EXHIBIT 10.17 STOCK PURCHASE AGREEMENT AMONG SSGI, INC., B & M CONSTRUCTION CO., INC. AND BOBBY L. MOORE, JR. Dated as of May 13, 2010 Table of Contents ARTICLE 1 1 AGREEMENT OF PURCHASE AND SALE 1 1.1 Purchase and Sale of Purchased Shares 1 1.2 Closing 1 1.3 Purchase Price and Form of Payment 2 1.4 Post-Closing Purchase Price Adjustment 2 REPRESENTATIONS AND WARRANTI

SSGI ANNOUNCES THE ACQUISITION OF B&M CONSTRUCTION CO., INC.

EXHIBIT 99.1 FOR IMMEDIATE RELEASE SSGI ANNOUNCES THE ACQUISITION OF B&M CONSTRUCTION CO., INC. WEST PALM BEACH, Florida — May 18, 2010 — SSGI, Inc. (OTC: SSGI) today announced the recent acquisition of B&M Construction Co., Inc., a construction company headquartered in Lakeland, Florida, that specializes in the design, construction and maintenance of retail petroleum facilities. Through the acqui

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

EXHIBIT 10.21 NON-COMPETITION AND NON-SOLICITATION AGREEMENT NONCOMPETITION AND NONSOLICITATION AGREEMENT (this “Agreement”), dated as of May 13, 2010, is entered into by and among SSGI, Inc., a Florida corporation (“Buyer”), B & M Construction Co., Inc., a Florida corporation (the “Company”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Covenantor”). PRELIMINARY STATE

CONSULTING AGREEMENT

EX-10.20 5 v185727ex10-20.htm EXHIBIT 10.20 CONSULTING AGREEMENT CONSULTING AGREEMENT (this “Agreement”), made and entered into as of the 13th day of May, 2010, by and between SSGI, Inc., a Florida corporation (the “Company”), and Bobby L. Moore, Jr., an individual resident of the State of Florida (“Consultant”). WITNESSETH: WHEREAS, the Company desires to retain Consultant to render consulting an

THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. SSGI, Inc. Warrant for the Purchase of Shares of Common Stock, par value $0.001 per Share

EX-10.25 10 v185727ex10-25.htm EXHIBIT 10.25 THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANT EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER W

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 Report (Date of Earliest Event Reported): April 20, 2010 SSGI, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 333-160700 (Commission File Number) 91-1930691

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v1807898k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 8, 2010 SSGI, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 333-160700 (Commission File

[via email]

Exhibit 17.1 [via email] From: "Mark Feldmesser" Date: April 9, 2010 6:47:02 PM EDT To: Subject: Resignation Ryan Please accept this email as my resignation from the Board of Directors of SSGI effective April 8, 2010. Mark

OMB APPROVAL

OMB APPROVAL OMB Number 3235-0058 Expires: March 31, 2012 Estimated average burden hours per response?2.

OMB APPROVAL

OMB APPROVAL OMB Number 3235-0058 Expires: March 31, 2012 Estimated average burden hours per response?2.

POWER OF ATTORNEY

POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Ryan Seddon and Rodger Rees, or either of them acting individually, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned Forms 3, 4, and 5 with respect to the securities of SSGI, Inc.

JOINT FILING AGREEMENT

EX-99.1 2 c93958exv99w1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock of SSGI, Inc. beneficially owned by each of them and fu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SSGI, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 78467G 10 6 (CU

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SSGI, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 78467G 10 6 (CUSIP Number) Scot W. O’Brien Hallett & Perrin, P.C. 2001 Bryan Street, Suite 3900 Dallas, Texas 75225 (214) 953-0053 (Name, Address and Te

UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* SSGI, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78

UNITED STATED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SSGI, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78467G 10 6 (CUSIP Number) Ryan Seddon 8120 Belvedere Road, Suite 4 West Palm Beach, Florida 33411 (561) 333-3600 (Name, Address and Telephone Number of Pe

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2009 SSGI, INC. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 333-160700 (Commission File Number) 91-193069

WEST PALM BEACH, Florida, December 8, 2009 /PRNewswire—FirstCall/ — SSGI, Inc. (Pink Sheets: SSGI), the holding company for Surge Solutions Group, Inc., has announced today that its Form S-1 Registration Statement filed with the Securities and Exchan

WEST PALM BEACH, Florida, December 8, 2009 /PRNewswire—FirstCall/ — SSGI, Inc. (Pink Sheets: SSGI), the holding company for Surge Solutions Group, Inc., has announced today that its Form S-1 Registration Statement filed with the Securities and Exchange Commission has become effective and the company is now a fully-reporting company with the SEC. Ryan Seddon, the company’s President and CEO, said “

[letterhead of SSGI, Inc.] December 3, 2009

CORRESP 1 filename1.htm [letterhead of SSGI, Inc.] December 3, 2009 Via EDGAR and FACSIMILE: 703-813-6968 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Andrew Schoeffler, Senior Staff Attorney Re: SSGI, Inc. Registration Statement on Form S-1 (File No. 333-160700) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as am

November 20, 2009

November 20, 2009 Via EDGAR and Federal Express Securities and Exchange Commission 450 Fifth Street, N.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2009 REGISTRATION NO. ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SSGI, I

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2009 REGISTRATION NO.

October 26, 2009

October 26, 2009 Via EDGAR and Federal Express Securities and Exchange Commission 450 Fifth Street, N.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2009 REGISTRATION NO. ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SSGI, IN

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 2009 REGISTRATION NO.

EX-10.14

EX-10.10

EX-10.12

EX-10.9

EX-10.15

September 29, 2009

CORRESP 1 filename1.htm September 29, 2009 Via EDGAR and Federal Express Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Andrew Schoeffler, Senior Staff Attorney RE: SSGI Inc. Registration Statement on Form S-1 (File No. 333-160700) Ladies and Gentlemen: On behalf of SSGI, Inc., I am submitting this letter in response to the comment letter of the staff o

EX-10.16

EX-10.11

EX-10.13

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2009 REGISTRATION NO. ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SSGI,

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2009 REGISTRATION NO.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") dated as of April 1st, 2007 between Surge Solutions Group, Inc.

AMENDED AND RESTATED ARTICLES OF INCORPORATION S S G I, INC.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF S S G I, INC. Pursuant to Section 607.1007 of the Florida Business Corporation Act, the undersigned, President of S S G I, INC., a Florida corporation (the ?Corporation?), hereby executes and submits for filing with the Department of State, State of Florida, these Amended and Restated Articles of Incorporation, to read as follows: ARTICLE I ? NAME

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2009 REGISTRATION NO. ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SSGI, INC. (Name of small busin

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 2009 REGISTRATION NO.

Appendix B AMENDED AND RESTATED BY-LAWS SSGI, INC. (Amended and Restated as of April 22, 2009) ARTICLE I MEETINGS OF SHAREHOLDERS

EX-3.2 3 v154885ex3-2.htm Appendix B AMENDED AND RESTATED BY-LAWS OF SSGI, INC. (Amended and Restated as of April 22, 2009) ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the Shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. Business transacted at the annual meeting shall include the el

EX-10.7

EX-10.4

EX-10.6

EX-4.1

EX-10.8

Employment Agreement Amendment

Employment Agreement Amendment The Employment Agreement Dated April 1, 2007, between Surge Solutions Group, Inc.

EX-10.5

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of this day of , 2009, by and between SSGI, Inc.