NEWG Newgen BioPharma Corporation (CE)

Item 1.01 Entry into a Material Definitive Agreement.

On February 23, 2017, upon approval by the Board of Directors (the “Board”) of NewGen BioPharma Corp., a Nevada corporation (the “Company”), the Company entered into a Restricted Stock Award Agreement (the “Restricted Stock Agreement”) with one of its directors, Dr. Navdeep Jaikaria. Pursuant to the Restricted Stock Agreement, we issued eleven million (11,000,000) shares of common stock to Dr. Jaikaria as an advance against the shares of common stock due to him upon the Closing (as defined below) under the terms of the Merger Agreement (as defined below).

As previously disclosed in our Current Report on Form 8-K filed with the SEC on January 11, 2017, on January 10, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NewGen BioPharma Corporation, a New Jersey corporation (“NewGen New Jersey”), and NewGen Merger Sub Inc., a New Jersey corporation and our wholly owned subsidiary, pursuant to which we agreed to issue forty million (40,000,000) shares of our common stock to the shareholders of NewGen New Jersey in exchange for our acquisition of all the issued and outstanding stock of NewGen New Jersey (the “Merger”). Upon the closing of the Merger as contemplated by the terms of the Merger Agreement (the “Closing”), NewGen New Jersey will become our wholly owned subsidiary. Dr. Jaikaria is the Founder, Chairman, President and CEO and approximate thirty-eight percent (38%) shareholder of NewGen New Jersey. In connection with and in furtherance of the Merger, Dr. Jaikaria agreed to serve as a member of our Board prior to the Closing, and was elected to the Board effective January 26, 2017.

The Restricted Stock Agreement and the issuance of shares thereunder were made and entered into as a good faith gesture in consideration of Dr. Jaikaria’s willingness to serve on our Board prior to the Closing, and for his services rendered for and on behalf of the Company. Upon the Closing, the number of shares of common stock issuable to Dr. Jaikaria pursuant to the terms of the Merger Agreement shall be reduced by the number of shares granted pursuant to the Restricted Stock Agreement. The restricted shares shall vest upon the Closing, and if the Closing does not occur, the shares will be forfeited in their entirety, and Dr. Jaikaria will have no ownership interest with respect thereto.

The foregoing description of the Restricted Stock Agreement is qualified in its entirety by reference to the full text of the Restricted Stock Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.