Current Report Filing (8-k)
April 11 2018 - 9:33AM
Edgar (US Regulatory)
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
January 12, 2018
Date of Report
Cantabio Pharmaceuticals Inc.
(Exact name of small business issuer as specified in its
c
harter)
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Delaware
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000-54905
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99-0373067
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1250 Oakmead Pkwy
Sunnyvale,
California
(Address
of principal executive offices)
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94303
(Zip
Code)
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(650) 320-1765
Registrant’s telephone number, including area
code
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01
Entry into a Material Definitive Agreement
On
March 26, 2018, we entered into debt conversion agreements with
each of our executive officers. Pursuant to the terms of such
agreements, we converted an aggregate of $180,000 of unpaid salary
and bonuses due to such executive officers into 7,200,000 shares of
our common stock at $0.025 per share.
Item
3.02
Unregistered Sale of Equity Securities
On
January 12, 2018, a holder of a convertible loan converted $134,994
of interest and principal on such debenture into 5,959,664 shares
of our common stock at $0.02256 per share pursuant to the terms of
such debenture.
On
February 23, 2018, we issued bonus shares to key members of the
Company’s main in-house laboratory staff. An aggregate of
191,349 shares were issued to 5 employees.
On
March 26, 2018, we issued our officers and directors aggregate
bonuses for services rendered since December 31, 2015 of $180,000.
In lieu of paying such bonuses in cash, we paid such bonuses by
issuing 7,200,000 shares of our common stock.
On
March 27, 2018, a holder of a convertible debenture converted
$33,448 of interest and principal on such debenture into 910,384
shares of our common stock at $0.03674 per share pursuant to the
terms of such debenture.
In addition, the information set forth in Item 1.01 hereof is
incorporated by reference into this Item 3.02.
As a result of the share issuances discussed herein, our
outstanding shares of common stock increased from
30,395,804
prior to the issuances to 51,857,201
after the issuances.
The securities discussed herein were issued in reliance on
exemptions from registration under Section 4(2) of the Securities
Act of 1933, as amended (the “
Act
”). These transactions qualified
for exemption from registration because among other things, (i) the
transactions did not involve a public offering, (ii) the security
holders were accredited investors, qualified institutional buyers
and/or directors or executive officers of our company, (iii) the
security holders had access to information about our company and
its investment, (iv) the investor took the securities for
investment and not resale and (v) where appropriate, we took
measures to restrict the transfer of the
securities.
Item
9.01
Financial Statements and Exhibits.
Exhibits.
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10.1
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Form of
Debt Conversion Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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CANTABIO PHARMACEUTICALS INC.
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Date: April 11, 2018
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By:
/s/ Thomas Roger Sawyer
Name:
Thomas Roger Sawyer
Title: Chief
Operating Officer
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Cantabio Pharmaceuticals (CE) (USOTC:CTBO)
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