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~~November 723, 2018

Date of Report

Cantabio Pharmaceuticals Inc.

(Exact name of small business issuer as specified in its charter)

Delaware

000-54905

99-0373067

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification

No.)

1250 Oakmead Pkwy Sunnyvale, California (Address of principal executive offices) 94303 (Zip Code)

1250 Oakmead Pkwy

Sunnyvale, California

94303

(Address of principal executive offices)

(Zip Code)

(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Written 3communications pursuant to Rule 425 under the Securities Act (17 CFR 230.02425)

~~Unregistered Sale of Equity Securities~~[ ]

~~On September~~Soliciting 7,material ~~2018,~~pursuant ~~the~~to ~~holder~~Rule of14a-12 aunder ~~convertible~~the ~~note~~Exchange ~~converted $100,000~~Act ~~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~~17 ~~conversion~~CFR ~~price was, per the terms of the convertible note, 80% of the five~~240.14a-~~day average volume weighted average price of our common stock on the OTCQB prior to such conversion~~12).

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~~Pre-commencement ~~12,~~communications ~~2018,~~pursuant ~~one~~to ofRule ~~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~~ 14d-2(~~which~~b) ~~was~~under ~~80% of~~ the ~~closing~~ ~~price~~Exchange ofAct ~~our~~(17 ~~common~~CFR ~~stock on the OTCQB prior to such conversion)~~240.14d-2(b))

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).[ ]

InPre-commencement ~~addition,~~communications ~~the~~pursuant ~~information~~to ~~set~~Rule ~~forth~~13e-4(c) inunder ~~Item~~the ~~1.01~~Exchange ~~hereof~~Act ~~is incorporated~~(17 byCFR ~~reference into this Item 3~~240.~~02.~~ 13e-4(c))

AsIndicate aby ~~result~~check ofmark whether the ~~share~~registrant ~~issuances~~is ~~discussed~~an ~~herein,~~emerging ~~our outstanding~~growth ~~shares~~company as defined in Rule 405 of ~~common~~the ~~stock~~Securities ~~increased~~Act ~~from~~of ~~56,510,521~~1933 ~~prior to~~(§230.405 ~~the~~of ~~issuances~~this tochapter) ~~78,537,307~~or ~~after~~Rule 12b-2 of the ~~issuances~~Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~The~~Emerging ~~securities~~growth 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~~If ~~5.02 Departure~~an ofemerging ~~Directors~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or ~~Certain Officers;~~revised ~~Election~~financial ofaccounting ~~Directors;~~standards ~~Appointment~~provided ofpursuant ~~Certain~~to ~~Officers; Compensatory~~Section ~~Arrangements~~13(a) of ~~Certain~~the ~~Officers~~Exchange Act. [ ]

~~On October~~Item ~~12, 2018, our board of directors appointed Dr~~1. ~~Max Zhu as a director of our company.~~01

~~Dr.~~Entry ~~Max~~into ~~Zhu, age 36, has been~~ a ~~research~~Material ~~scientist~~Definitive 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.Agreement

~~Dr.~~On ~~Zhu~~December ~~obtained his~~8, ~~PhD~~2018, atwe ~~the~~issued ~~University~~a ofconvertible ~~Cambridge~~promissory ~~researching Alzheimer’s~~note ~~Disease~~to inone ~~2013.~~of ~~His~~our ~~thesis~~directors ~~focused~~in ~~on computational~~the ~~studies~~principal amount of ~~the~~$1,500,000, ~~Abeta~~of ~~peptide~~which ~~and~~$1,300,000 ~~amyloid which~~was ~~led~~due toupon the ~~discovery~~signing of asuch ~~set~~note ofand ~~compounds~~$200,000 ~~which~~was ~~could become~~due ~~potential~~within ~~drug~~30 ~~leads~~days ~~for~~of ~~Alzheimer’s disease. Dr. Zhu’s research required~~ the ~~use~~signing of ~~computer~~such ~~science,~~note. ~~AI, genome~~The ~~and~~note ~~protein~~carries ~~structure~~an ~~analysis,~~interest ~~computational~~rate ~~biology~~of ~~and chemistry,~~24% ~~applying~~per ~~the~~annum. ~~combination~~The ofnote ~~different~~matures ~~skillsets~~on ~~and knowledge~~June in8, a2019, ~~multi-disciplinary~~if ~~biomedical~~we ~~research~~decide ~~environment, and~~to heredeem ~~has~~the ~~been~~note ~~both~~prior ~~lead~~to ~~and~~maturity ~~co-author~~we onmust pay a ~~number~~redemption premium of ~~peer reviewed articles in this area~~10%.

DrWithin thirty days of an equity investment of over $3. ~~Zhu~~5 ~~has~~million ~~entered~~(a “Qualifying Equity Investment”), the note holder may convert all or any portion of the note and accrued interest into ~~convertible~~shares ~~loan~~of ~~agreements~~our ~~with~~common ~~Cantabio~~stock. ~~as previously~~The ~~disclosed~~conversion ~~with~~price to be used is that equal to 80% of the ~~SEC~~pre-money valuation per share in such Qualifying Equity Investment, provided that the overall valuation of our Company may not exceed $9,000,000 on a post-money but pre-conversion basis.

~~SIGNATURES~~The note holder may convert all or any portion of the note and accrued interest into shares of our common stock if there is no Qualifying Equity Investment using a conversion price based on a pre-conversion valuation of our Company of $9,000,000.

~~Pursuant~~Item ~~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~~1.02

~~CANTABIO~~Termination ~~PHARMACEUTICALS~~of ~~INC.~~a ~~Date:~~Material ~~October~~Definitive ~~15, 2018 By: /s/ Thomas Roger Sawyer Name: Thomas Roger Sawyer Title: Chief Operating Officer~~Agreement

On December 12, 2018, we redeemed several outstanding convertible debentures for an aggregate payment of $927,189. These convertible debentures consisted of (i) a convertible debenture issued on January 25, 2017 in the original principal amount of $300,000, (ii) a convertible debenture issued on March 2, 2017 in the original principal amount of $150,000, (iii) a convertible debenture issued on May 3, 2017 in the original principal amount of $150,000, (iv) a convertible debenture issued on November 20, 2017 in the original principal amount of $150,000, (v) a convertible debenture issued on February 14, 2018 in the original principal amount of $150,000 and (vi) a convertible debenture issued on June 5, 2018 in the original principal amount of $300,000. We no longer have repayment or other obligations under these debentures.

Item 3.02

Unregistered Sale of Equity Securities

On November 23, 2018, one of our directors converted $146,392.37 of outstanding principal and interest on a convertible note into 14,639,237 shares of our common stock at a per share conversion price of $0.01. As a result of the share issuances discussed herein, our outstanding shares of common stock increased from 81,950,977 prior to the issuances to 96,590,214 after the issuances.

The information from Item 1.01 is incorporated herein.

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 investor was an accredited investor and a director of our company, (iii) the investor had access to information about our company and its investment, (iv) the investor took the securities for investment and not resale and (v) 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 December 13, 2018, Simon Peace provided us with notice of his resignation from the Board of Directors of our Company, effective immediately. Mr. Peace had served as a director since June 2015. Mr. Peace continues to serve as our Chief Financial Officer.

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.


	CANTABIO PHARMACEUTICALS INC.

Date: December 13, 2018	By: Name: Title:	/s/ Thomas Roger Sawyer Thomas Roger Sawyer Chief Operating Officer

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