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 9, 2014



ARROGENE, INC.


(Exact name of registrant as specified in its charter)


Delaware

(State or other jurisdiction of

incorporation or organization)

000-53018

Commission File Number

20-8057585

(I.R.S. Employer

Identification Number)


2500 Broadway, Bldg. F, Suite F-125
Santa Monica, CA 90404


 (Address of principal executive offices)


(424) 238-4442

(Issuer’s Telephone Number)


___________________________

 (Former name or former address, if changed since last report.)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  



  








ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES


The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Arrogene, Inc., a Delaware corporation (the "Company"):


1.a.

Effective April 9, 2014, the Company granted stock options pursuant to the Company’s 2012 Equity Incentive Plan.  The Company granted options exercisable to purchase an aggregate of 1,200,000 shares having an exercise price of $1.00 per share.  The options have a term of seven years from the date of grant and are subject to vesting ratably over a three-year period beginning on the date of grant.  


b.

The Securities were issued to seven (7) persons.  The options  issued were “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.


c.

N/A.

 

d.

The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 701 thereunder.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.   


e.

See paragraph 1(a) above


f.

There were no proceeds.


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  

Arrogene, Inc.

  

  

  

Dated: April 24, 2014

 

/s/ Jeff Sperber

  

By:

Jeff Sperber

  

Its:

Chief Financial Officer