NEXUS BIOPHARMA, INC. (OTCMKTS:NEXS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive Agreement

On March 8, 2017 (the Effective Date), Nexus BioPharma, Inc. (the
Company) entered into a Securities Purchase Agreement (the
Purchase Agreement) with an accredited investor (the Investor) to
which the Company agreed to sell, and the Investor agreed to
purchase, a promissory note (the Note), in an aggregate principal
amount of $500,000 and a warrant (the Warrant) to purchase
793,650 shares of the Companys common stock (the Warrant Shares)
with an aggregate exercise price of $111,111.

The principal sum of the Note is up to $500,000 plus accrued and
unpaid interest and any other fees. The consideration is $450,000
(four hundred fifty thousand), as there exists a $50,000 original
issue discount. The Investor paid $100,000 upon closing of the
Note as the Purchase Price under the Purchase Agreement Document.
The Investor has the right, at any time after the Effective Date,
at its election, to convert all or part of the outstanding and
unpaid principal sum and accrued interest (and any other fees)
into shares of fully paid and non-assessable shares of common
stock of the Company (the Conversion Shares) at the lesser of
$0.14 or 60% of the lowest trade price in the 25 trading days
previous to the conversion, In the event that shares issuable
upon conversion of Noe are not deliverable by DWAC an additional
10% discount will apply; and if the shares are ineligible for
deposit into the DTC system and only eligible for Xclearing
deposit an additional 5% discount shall apply; in the case of
both an additional cumulative 15% discount shall apply.

The Note allows the Investor to pay up to $350,000 of additional
consideration to the Company in such amounts and at such dates as
the Investor and the Company may mutually agree (each, an
Additional Payment). Within three (3) days after Investor makes
any Additional Payment to the Company under the Note, the Company
shall execute and deliver to the Investor an additional warrant
in the form of the Warrant issued thereunder with an aggregate
exercise amount equal to l00% of the principal sum attributable
to the Additional Payment made by the Investor, at a per share
exercise price equal to the lesser of $0.14 per share or the
closing price per share on the date of the Additional Payment
(subject to adjustment as provided therein), and the number of
shares for which the warrant is exercisable equal to the
aggregate exercise amount for the additional warrant divided by
the exercise price per share, and any such Warrant will be
immediately exercisable upon the date of issuance of such
Warrant. The Investor has the right in its sole discretion, to
require the Issuer to repurchase the Note from the Investor at
any time after 180 days after its Effective Date in an amount
equal to 120% of the sum of the principal sum plus all accrued
and unpaid interest, OID, liquidated damages, fees and other
amounts due on such principal sum.

The Warrant expires five year from the date of issuance and the
exercise price per share of Common Stock under the Warrant shall
be the lesser of $0.14 per share, subject to adjustment
thereunder, or the lowest trade price in the 10 trading days
previous to exercise. The aggregate exercise price is $111,111.

The Note and the Warrant contain registration rights such that
the Company shall include on the next registration statement (but
excluding any registration statement on Form S-8) the Company
files with Securities and Exchange Commission (or on the
subsequent registration statement if such registration statement
is withdrawn) all shares issuable upon conversion of the Note and
all Warrant Shares.

The foregoing is only a summary of the material terms of the
Purchase Agreement, Note and the Warrant and does not purport to
be a complete description of the rights and obligations of the
parties thereunder. The foregoing description is qualified in its
entirety by reference to the form of Purchase Agreement, the form
of the Note, and the form of the Warrant, which are filed as
Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report and incorporated herein by reference. The Purchase
Agreement contains representations and warranties that the
respective parties made to, and solely for the benefit of, the
other parties thereto in the context of all of the terms and
conditions of that agreement and in the context of the specific
relationship between the parties. The provisions of the Purchase
Agreement, including the representations and warranties contained
therein, are not for the benefit of any party other than the
parties to such agreements or as stated therein and are not
intended as documents for investors and the public to obtain
factual information about the current state of affairs of the
parties to those documents and agreements. Rather, investors and
the public should look to other disclosures contained in the
Companys filings with the Securities and Exchange Commission.

Item3.02.

Unregistered Sales of Equity Securities.

As more fully described in Item 1.01 above, which disclosure
regarding the Note and Warrants is incorporated by reference
herein, on March 8, 2017, the Company agreed to issue the Notes
and the Warrants to the Investor to the Purchase Agreement. The
issuance of the Notes, and upon conversion of the Notes in
accordance with their terms, the issuance of the shares of Common
Stock upon such conversion will be, and the issuance of the
Warrants, and upon exercise of the Warrants in accordance with
their terms, the issuance and sale of the Warrant Shares will be,
exempt from registration to an exemption afforded by Section
4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Item9.01.

Financial Statements and Exhibits.

(d) Exhibits.

About NEXUS BIOPHARMA, INC. (OTCMKTS:NEXS)

Nexus Biopharma, Inc., formerly Plata Resources, Inc., is engaged in developing a weight loss drug that activates the 5′ adenosine monophosphate-activated protein kinase (AMPK) metabolic pathway. The Company is developing a treatment for obesity. It has worked for the virtual screening, assay development and optimization, compound selection and screening, and active-to-hit work to support hit identification of inhibitors of Fyn kinase. It is also focused on developing a drug for the blood chemistry improvements for type 2 diabetes. The Company has completed pre-clinical trials of the pharmaceutical activation of AMPK metabolic pathway. The Company focuses on advancing these to pre-Investigational New Drug (IND) trials in preparation for the United States Food and Drug Administration (FDA) human trials of a drug.

NEXUS BIOPHARMA, INC. (OTCMKTS:NEXS) Recent Trading Information

NEXUS BIOPHARMA, INC. (OTCMKTS:NEXS) closed its last trading session down -0.001 at 0.149 with 91,386 shares trading hands.