NEWG Newgen BioPharma Corporation (CE)

Item 5.01 Changes in Control of Registrant.

On January 30, 2017, two of the stockholders of NewGen BioPharma Corp., a Nevada corporation (the “Company”), sold, assigned and transferred an aggregate of 36,000,000 shares of the Company’s common stock to Jerwin Alfiler, resulting in a change in control of the Company. Tadhg Sammon sold and transferred 16,000,000 shares of common stock to Mr. Alfiler, and James Sammon sold and transferred 20,000,000 shares of common stock to Mr. Alfiler. The amount of consideration paid for the transferred shares was $20,000, and the funds used to acquire the shares were personal funds. As a result of the transfer, Mr. Alfiler, who is the sole executive officer of the Company and a member of the Company’s Board of Directors, became the majority stockholder of our Company and beneficial owner of approximately 75.63% of our issued and outstanding common stock.

There are no arrangements or understandings among the members of the former and new control groups and their associates with respect to the election of directors and other matters. Other than the closing of the merger transaction described in our Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 11, 2017, the Company is not aware of any arrangements which may at a subsequent date result in a change in control of the Company.

In connection with and as a condition to the closing of the merger transaction, the shares of common stock transferred pursuant to the transactions described above will be surrendered by Mr. Alfiler for cancellation. Any future changes in control of the Company resulting from the merger transaction will be disclosed in a subsequent filing upon the closing of the merger transaction.