Accurexa Inc.

On April 18, 2017 (“Effective Date”), the Company entered into a license agreement pursuant to which Medisun Holdings Limited (“Medisun”) granted the Company a non-exclusive license (including access to Medisun’s clinical network facilities in the Greater China) (“License”) to use Medisun’s NK (Natural Killer) cell technology for a term of 10 years (the “Term”) in the United States and the Greater China (People’s Republic of China, Hong Kong, the Macau Special Administrative Region and Taiwan). Medisun has developed its NK cell technology for the treatment of cancer. The NK cell technology is currently clinically used to treat cancer patients at Medisun’s network clinical facilities. As consideration for the License, the Company issued to Medisun 10,000,000 shares of the Company’s Common Stock and as a result Medisun became a majority shareholder representing approximately 51.6% of the issued and outstanding shares of Common Stock of the Company as of the Effective Date.  The 10,000,000 shares of common stock are valued at $0.14 per share, equal to the publicly traded share price on the Effective Date.  The value of the share issuance was capitalized in the amount of $1,4000,000 and immediately fully recorded as an impairment loss due the Company’s history of negative cash flow and significant uncertainty whether the Company will be able to generate positive cash flow with the License.   

underlying the Agent Warrants are registered under the Company’s Form S-1. The Company will not receive any proceeds from the sale of shares sold by the Selling Stockholders or from the conversion of Preferred Stock.  However, the Company will receive proceeds of $1.50 per share upon the exercise of any Investor Warrants or Agent Warrants.  The Company’s Form S-1 registration statement became effective on August 10, 2015.

On July 7, 2017, the Company entered into a patent assignment agreement (“Patent Assignment Agreement”) pursuant to which Zhengda Gene Life Science Shares Limited (“Zhengda”) assigned and transferred to the Company certain patent rights (“Patent Rights”) applied for registration in the State Intellectual Property Office of the People’s Republic of China (patent application number: 201610218242) in relation to the isolation and culture method for primary mice or rat skeletal muscle cells.  A description of the Patent Rights is attached as Appendix A of Exhibit 10.1 to the Form 8-K filed on July 10, 2017. The Term of the Patent Assignment Agreement extends from the Effective Date until expiration of the Patent Rights. As consideration for the patent assignment, the Company issued to Zhengda 15,000,000 shares of the Company’s Common Stock.

On July 24, 2017, the Company entered into a share purchase agreement (“SPA”) with Sun Medical Operation Company Limited (“Sun Medical”), under which the Company acquired the entire issued share capital of New Sonic Global Limited (“New Sonic”) from Sun Medical.  Sun Medical is the sole registered and beneficial owner of all of the shares of New Sonic.  Previously, Sun Medical entered into a cooperation agreement (“Cooperation Agreement”) with LDG Labor Deutschland (“LDG”) dated December 6, 2016, which has a supplemental agreement entered into between the Sun Medical and LDG dated April 12, 2017 (together with the Cooperation Agreement, collectively, the “Master Agreement”).  Immediately before the signing of the SPA with the Company, the rights and obligations of Sun Medical under the Master Agreement was transferred to New Sonic in accordance with the Master Agreement by a transfer notice (“Transfer Notice”) given by Sun Medical to LDG.  New Sonic was incorporated in the British Virgin Islands on May 15, 2017 and has had no operations except for the Master Agreement as its only asset.  As consideration for the acquisition of New Sonic, the Company issued to Sun Medical 15,000,000 new shares of the Company’s Common Stock.  A Form of the SPA and the Certificate of Incorporation of New Sonic were attached as Exhibit 10.1 and 10.2 to the Form 8-K filed on July 25, 2017.

On July 24, 2017, the Company entered into a share purchase agreement (“SPA”) with Sun Medical Operation Company Limited (“Sun Medical”), under which the Company acquired the entire issued share capital of New Sonic Global Limited (“New Sonic”) from Sun Medical.  Sun Medical is the sole registered and beneficial owner of all of the shares of New Sonic.  Previously, Sun Medical entered into a cooperation agreement (“Cooperation Agreement”) with LDG Labor Deutschland (“LDG”) dated December 6, 2016, which has a supplemental agreement entered into between the Sun Medical and LDG dated April 12, 2017 (together with the Cooperation Agreement, collectively, the “Master Agreement”).  Immediately before the signing of the SPA with the Company, the rights and obligations of Sun Medical under the Master Agreement was transferred to New Sonic in accordance with the Master Agreement by a transfer notice (“Transfer Notice”) given by Sun Medical to LDG.  New Sonic was incorporated in the British Virgin Islands on May 15, 2017 and has had no operations except for the Master Agreement as its only asset.  A Form of the SPA and the Certificate of Incorporation of New Sonic were attached as Exhibit 10.1 and 10.2 to the Form 8-K filed on July 25, 2017.

Medisun’s NK cell technology provides us with treatment option for cancer. The NK cell technology is currently clinically used to treat cancer patients at Medisun’s network clinical facilities.  We may seek to commercialize the NK cell technology and/or pursue strategic collaboration partnerships with other companies or clinical facilities.  However, we may encounter delays caused by but not limited to sub-optimal or adverse clinical outcomes, insufficient availability of clinical treatment facilities, or delays of patient recruitment or regulatory approvals.  In any of such scenarios, we may not be able to secure sufficient funding or a strategic collaboration partnership and could cease operations under such circumstances.