Filed Pursuant to Rule 424(b)(3)

SEC Registration No. 333-197409

PROSPECTUS SUPPLEMENT

No. 2

to

Prospectus dated July 31, 2014

RESTORGENEX CORPORATION

11,633,885 Shares of Common Stock

This Prospectus Supplement No. 2 supplements the information provided in our Prospectus dated July 31, 2014, as previously supplemented and amended, which constitutes part of our registration statement on Form S-1 (No. 333-197409) relating to up to 11,633,885 shares of our common stock that may be offered for sale by the stockholders named in the Prospectus.

This Prospectus Supplement should be read in conjunction with that Prospectus, as previously supplemented and amended, which is required to be delivered with this Prospectus Supplement.  This Prospectus Supplement updates, amends and supplements the information included in the Prospectus, as previously supplemented and amended. If there is any inconsistency between the information in the Prospectus, as previously supplemented and amended, and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

This Prospectus Supplement includes our Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 10, 2014.

All references in the Prospectus to “this prospectus” are amended to read “this prospectus (as supplemented and amended).”

This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.

You should rely only on the information contained in the Prospectus, as previously supplemented and amended, and as supplemented or amended by this Prospectus Supplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.

Investing in our common stock involves a high degree of risk. Before making any investment in our common stock, you should carefully consider the risk factors for our common stock, which are described in the Prospectus, as amended or supplemented.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is September 10, 2014

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): September 4, 2014

RESTORGENEX CORPORATION

(Exact name of registrant as specified in its charter)

(805) 229-1829

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

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

Item 1.01.                Entry into a Material Definitive Agreement.

On September 4, 2014, RestorGenex Corporation, a Nevada corporation (the “Company”), entered into a lease agreement with Riverwalk South, L.L.C., an Illinois limited liability company (the “Landlord”), under which the Company has agreed to lease approximately 2,900 square feet of office space for its new corporate headquarters to be located at 2150 East Lake Cook Road, Suite 750, Buffalo Grove, Illinois.  The term of the lease will commence on September 15, 2014 and continue through February 28, 2018. The Company has an option to renew the lease for one renewal term of three years.

Under the lease agreement, the first five months are rent free and then the base rent will be approximately $6,000 per month through February 28, 2016 for a total of approximately $72,000 per year.  The base rent will increase to approximately $6,100 per month for the first year thereafter and $6,200 per month for the second year thereafter.  In addition to monthly base rent, the Company will pay its pro rata share of the Landlord’s annual operating expenses associated with the premises. If the Company exercises its option to renew the lease, the base rent will be negotiated between the parties to determine the appropriate market rate at that time.

The foregoing description of the lease agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the lease agreement, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01.                                        Financial Statements and Exhibits

(d)                                 Exhibits

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SIGNATURES

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

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