Current Report Filing (8-k)
October 15 2018 - 9:25AM
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
September 7, 2018
Date of Report
Cantabio Pharmaceuticals Inc.
(Exact name of small business issuer as specified in its
charter)
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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|
|
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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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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 3.02
Unregistered Sale of Equity Securities
On
September 7, 2018, the holder of a convertible note converted
$100,000 in principal and $25,788.89 of interest on that note into
10,652,853 shares of our common stock at a per share conversion
price of $0.011808 (which conversion price was, per the terms of
the convertible note, 80% of the five-day average volume weighted
average price of our common stock on the OTCQB prior to such
conversion).
On
September 11, 2018, the holder of a convertible note converted
$34,328.77 in principal and interest on such note into 2,795,502
shares of our common stock at a per share conversion price of
$0.01228.
On
September 12, 2018, one of our directors converted $60,000 of
accrued but unpaid fees into 7,352,941 shares of our common stock
at a per share conversion price of $0.00816 (which was 80% of the
closing price of our common stock on the OTCQB prior to such
conversion).
On
September 12, 2018, one of our directors converted $10,000 of
accrued but unpaid fees into 1,225,490 shares of our common stock
at a per share conversion price of $0. 00816 (which was 80% of the
closing price of our common stock on the OTCQB prior to such
conversion).
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 56,510,521 prior
to the issuances to 78,537,307 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On
October 12, 2018, our board of directors appointed Dr. Max Zhu as a
director of our company.
Dr. Max Zhu, age 36, has been a research scientist and Head of
Computer-Aided Drug Design at Cantabio Pharmaceuticals Inc. since
2015. His areas of responsibility expanded in late 2017 to include
business development activities for the company in Asia. Dr. Zhu
has been a key
player in the advancement of Cantabio’s therapeutic programs.
More recently he has become more involved in developing business
and investor relationships for the company in Asia, where he is
able to bring his network of contacts both in research and the
investment community to help with the commercial development of the
company.
Prior to working with Cantabio, Dr. Zhu has worked
as a scientist at VITA-Genes and also as Technology Officer at
Vitargent Biotechnologies, both biotech companies based in the Hong
Kong Science Park. In these roles he developed knowledge and
knowhow in biomedical innovations and R&D commercialization in
the region. At both companies he was also involved in business
development and strategies as well as sales and marketing, gaining
experiences as a biotech entrepreneur in the greater China
area.
Dr. Zhu obtained
his PhD at the University of Cambridge researching
Alzheimer’s Disease in 2013. His thesis focused on
computational studies of
the Abeta peptide and amyloid
which
led to the discovery of a set of compounds which could
become potential drug leads for Alzheimer’s disease. Dr.
Zhu’s research required the use of computer science, AI,
genome and protein structure analysis, computational biology and
chemistry, applying the combination of different skillsets and
knowledge in a multi-disciplinary biomedical research environment,
and he has been both lead and co-author on a number of peer
reviewed articles in this area.
Dr.
Zhu has entered into convertible loan agreements with Cantabio as
previously disclosed with the SEC.
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: October 15, 2018
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By: /s/
Thomas Roger Sawyer
Name:
Thomas Roger Sawyer
Title:
Chief Operating Officer
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