NEWG Newgen BioPharma Corporation (CE)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of 2017 Equity Incentive Plan

On February 10, 2017, stockholders of NewGen BioPharma Corp., a Nevada corporation (the “Company”) holding a majority of the outstanding shares of common stock of the Company delivered an executed written consent approving the adoption of the 2017 Equity Incentive Plan of the Company (the “Plan”). The Board of Directors (the “Board”) of the Company subsequently adopted the Plan and reserved the number of shares of the Company’s common stock equal to eleven percent (11%) of the number of outstanding shares of the Company’s common stock for issuance thereunder to the Company’s employees, officers, directors, consultants and advisers. As such, so long as the Plan is in effect, the number of shares available for issuance under the Plan will increase any time additional shares of the Company’s common stock are issued. Pursuant to the approval of the Board and such majority stockholders, the adoption of the Plan became effective on February 10, 2017.

For a detailed description of the terms and conditions of the Plan, see “STOCKHOLDERS’ ACTION NO. 1 – APPROVAL OF THE 2017 EQUITY INCENTIVE PLAN” in the Information Statement attached hereto as Exhibit 99.1. The description of the Plan contained in the Information Statement is qualified in its entirety by reference to the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.