RenovaCare, Inc. (OTCMKTS:RCAR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreements and Warrants

On February 23, 2017, RenovaCare, Inc. (the
Company) entered into loan agreements
(collectively, the Loan Agreements) with each of
Kalen Capital Corporation (KCC), a private
company that owns in excess of 10% of the Companys common stock
and Joseph Sierchio (Sierchio), a member of the
Companys Board of Directors (together with KCC, the
Investors). to the terms of the Loan Agreements,
the Investors agreed to loan the Company a total of $420,000
($395,000 by KCC and $25,000 by Sierchio) at an annual interest
rate of 7% per year, compounded quarterly, which was evidenced by
convertible promissory notes (collectively, the
Notes).

The Notes mature on February 23, 2018, and, beginning one month
from their issuance, may be converted, at the Investors sole
discretion, into shares of the Companys common stock at a
conversion price equal to the lesser of: (i) $3.45, the closing
price of the Companys common stock as quoted on the OTC Markets
Group Inc. QB tier (the OTCQB) on the day prior
to the issuance of the Notes or (ii) a twenty percent (20%)
discount to the average closing price of the Companys common
stock as quoted on the OTCQB for the five (5) days prior to the
date on which the Investors elect to convert their respective
Note. The Notes, including any interest due thereon, may not be
prepaid without the Investors consent.

Per the Loan Agreements, the Company issued the Investors Series
F Stock Purchase Warrants (collectively, the
Warrants) to purchase up to an aggregate of
121,739 shares of the Companys common stock (a Warrant to
purchase up to 114,493 shares for KCC and a Warrant to purchase
up to 7,246 shares for Sierchio) at an exercise price of the
lesser of: (i) $3.45, the closing price of the Companys common
stock as quoted on the OTCQB on the day prior to issuance of the
Warrants; or (ii) a twenty percent (20%) discount to the average
closing price of the Companys common stock as quoted on the OTCQB
for the five (5) days prior to the date on which the Investors
elect to exercise their respective Warrant. The Warrants are
exercisable for a period of five (5) years from the date of
issuance and may be exercised on a cashless basis using the
formula contained therein. The Warrants are exercisable beginning
one month from their issuance.

The Loan Agreements provide the Investors with registration
rights for all of the shares issuable upon conversion of the
Notes and exercise of the Warrants.

The Company intends to use the proceeds of the Notes for working
capital and general corporate purposes.

The foregoing is only a summary of the material provisions of the
Notes and the Series F Warrant and the Loan Agreements; it may
not contain all of the information that is important to you and
it is qualified in its entirety by reference to the respective
documents, which are attached as Exhibits
4.1; 4.2; and
10.1 hereto.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The disclosure set forth in Item 1.01 to this
Current Report is incorporated into this item by reference.

Item 3.02. Unregistered Sales of Equity
Securities.

The disclosure set forth in Item 1.01 to this
Current Report is incorporated into this item by reference. The
offer and sale of the Notes and Warrants was completed to the
exemptions from registration provided by, among others, Section
4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act) and the provisions of Regulation
D and Regulation S as promulgated under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About RenovaCare, Inc. (OTCMKTS:RCAR)

RenovaCare, Inc., formerly Janus Resources, Inc., is a biotechnology company. The Company is focused on the acquisition, research, development and commercialization of autologous cellular therapies that can be used for medical and aesthetic applications. The Company’s initial products under development target skin. The Company, through RenovaCare Sciences Corp., offers treatment methodology for cell isolation for the regeneration of human skin cells, along with a medical-grade liquid spraying device and associated equipment (the SkinGun). It is evaluating the efficacy and potential of SkinGun, in combination with a cell isolation method, in the treatment of tissue that has been subject to severe trauma. Its technology, the CellMist System, uses SkinGun to spray a liquid suspension of a patient’s stem cells, the CellMist Solution, onto wounds. The CellMist System harvests a patient’s stem cells from a small area of skin and suspends them in the water-based CellMist Solution.

RenovaCare, Inc. (OTCMKTS:RCAR) Recent Trading Information

RenovaCare, Inc. (OTCMKTS:RCAR) closed its last trading session down -0.46 at 3.75 with 22,100 shares trading hands.