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

Item 1.01 Entry into a Material Definitive Agreement.

Loan Agreement and Warrant

On March 9, 2017, RenovaCare, Inc. (the Company)
entered into a loan agreement (the Loan
Agreement) with an investor (the
Investor) to which the Investor agreed to loan
the Company $25,000 at an annual interest rate of 7% per year,
compounded quarterly, which was evidenced by convertible
promissory note (the Note).

The Note 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, or (ii) a
twenty percent (20%) discount to the average closing price of the
Companys common stock as quoted on the OTC Markets Group Inc. QB
tier (the OTCQB) for the five (5) days prior to
the date on which the Investor elects to convert the Note,
subject to a floor price of $2.76. The Note, including any
interest due thereon, may not be prepaid without the Investors
consent.

Per the Loan Agreements, the Company issued the Investor a Series
F Stock Purchase Warrant (the Warrant) to
purchase up to an aggregate of 7,246 shares of the Companys
common stock at an exercise price of the lesser of: (i) $3.45, 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 Investor elects to
exercise the Warrant. The Warrant is 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 Warrant
is exercisable beginning one month from issuance.

The Loan Agreement provides the Investor with registration rights
for all of the shares issuable upon conversion of the Note and
exercise of the Warrant.

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

The foregoing is only a summary of the material provisions of the
Note, the Warrant and the Loan Agreement; 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.

Loan Amendments

On March 9, 2017, the Company and Joseph Sierchio entered into an
amendment (the JS Amendment) to the loan
agreement dated as of February 23, 2017 (the JS Loan
Agreement), to which Mr. Sierchio loaned the Company the
principal amount of $25,000. to the terms of the JS Amendment,
the Company and Mr. Sierchio amended Section 2.04 of the JS Loan
Agreement to provide for a floor price of $2.76 in the event that
Mr. Sierchio elects to convert the loan into shares of the
Companys common stock as provided in the JS Loan Agreement.

On March 9, 2017, the Company and Kalen Capital Corporation
entered into an amendment (the KCC Amendment) to
the loan agreements dated as of September 9, 2016 (the
September Loan Agreement) and February 23, 2017
(the February Loan Agreement), to which Kalen
Capital Corporation loaned the Company the aggregate amount of
$1,095,000. to the terms of the KCC Amendment, the Company and
Kalen Capital Corporation amended Section 2.04 of the September
Loan Agreement to provide for a floor price of $1.23 in the event
that Kalen Capital Corporation elects to convert the loan into
shares of the Companys common stock as provided in the September
Loan Agreement and amended Section 2.04 of the February Loan
Agreement to provide for a floor price of $2.76 in the event that
Kalen Capital Corporation elects to convert the loan into shares
of the Companys common stock as provided in the February Loan
Agreement.

The foregoing is only a summary of the material provisions of the
JS Amendment and KCC Amendment; 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 10.2; and
10.3 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
Loan Agreement and Warrant 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
Loan Agreement and Warrant 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
S as promulgated under the Securities Act, as the Investor was
not a U.S. Person, as such term is defined in Regulation S.

The disclosure contained herein does not constitute an offer to
sell or a solicitation of an offer to buy any securities of the
Company.

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 00.00 at 3.58 with 22,100 shares trading hands.