UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~April~~June 201, 2018

Commission File Number: 00052886

EASTGATE BIOTECH CORP.

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

Nevada

(State or other jurisdiction of incorporation or organization)

87-0639378

(IRS Employer Identification No.)

2203-65 Harbour Square | Toronto, Ontario | Canada M5J 2L4

(Address of principal executive offices)

(647) 692-0652

(Registrant's Telephone number)

__________________________

(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 (see General Instruction A.2. below):

[ ] 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 14.01. ~~Entry~~Changes ~~Into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~April~~June 201, 2018, the Board of Directors of EastGate Biotech Corp. (the “Company”) ~~issued~~dismissed aAnton ~~$450,000~~& ~~(the~~Chia LLP (“~~Note~~Anton”)~~. The~~ ~~Note shall be due on July 20, 2018, or such later date~~ as ~~may be negotiated by~~ the ~~parties in good faith. The Note does not bear interest and may be convertible into common stock of the~~ Company’s ~~prior~~independent toregistered ~~maturity~~public ataccounting ~~a conversion price as may be negotiated by the parties in good faith~~firm. The holder has the right to demand repayment of $150,000 of the principal 60 days after the issuance date. Following a default and lapse of a ten-business day cure period, the holder shall have the option to convert all amounts due under the note at an 80% discount to the volume weighted average price of the common stock during the cure period.

InThe ~~connection~~reports ~~with the Note, the Company issued to the lender warrants to purchase an aggregate~~ of ~~45,000,000~~Anton ~~shares~~& ofChia ~~its common stock, consisting of (i) a warrant to purchase 9,000,000 shares to be issued~~ on ~~each of May 20, 2018, June 20, 2018, and July 20, 2019 (collectively~~ the ~~“Series~~Company’s Afinancial ~~Warrants”)~~statements ~~and~~for ~~(ii) a Warrant to purchase 18,000,000 shares to be issued on~~ the ~~Maturity~~most ~~Date~~recent ~~(the~~fiscal ~~“Series~~years Bended ~~Warrant”)~~December ~~and~~31, ~~together~~2016 ~~with~~did ~~the~~not ~~Series~~contain Aan ~~Warrants,~~adverse ~~the~~opinion ~~“Warrants”). The~~or ~~Series~~a Adisclaimer ~~Warrants shall have an exercise price~~ of ~~$0.0045~~opinion, ~~per~~nor ~~share~~were ~~and~~they ~~the~~qualified ~~Series~~or Bmodified ~~Warrants~~as ~~shall have an exercise price equal~~ to auncertainty, ~~30%~~audit ~~premium~~scope toor ~~the~~accounting ~~closing price of the common stock on the Maturity Date~~principles.

~~The~~During ~~Principal~~the ~~Amount~~company’s ofmost ~~$450~~recent fiscal year ended December 31,~~000~~ ~~outstanding~~2016 atthere were (i) no disagreements with Anton on any ~~time~~matter of accounting principles or practices, ~~and~~financial ~~from~~statement ~~time~~disclosures, toor ~~time~~auditing scope or procedures, ~~under~~which ~~this~~disagreements, ~~Note~~if ~~shall~~not ~~bear~~resolved to the satisfaction of Anton would have caused them to make reference to the subject matter of the disagreements in connection with its reports, and (ii) no ~~interest~~reportable events of the type listed in Item 304(a)(1)(v) of Regulation S-K.

The Company ~~agrees~~requested tothat ~~issue~~Anton ~~Warrants~~furnish toa ~~the~~letter ~~Lender~~addressed ~~(or as directed by the Lender) as part of the Borrower’s Obligations. The schedule of warrants issued will be: (i) Nine (9) million warrants~~ to ~~be issued at~~ the ~~end~~Securities ~~of 30 days from the receipt of Principal Amount,~~ and ~~every~~Exchange 30Commission ~~days~~stating ~~thereafter~~whether ~~until~~or ~~the~~not ~~Maturity~~it ~~Date,~~agrees ~~(ii)~~with ~~Warrants mentioned in (i) will grant~~ the ~~Lender,~~disclosures. A ifcopy ~~exercised~~of insuch ~~part~~letter oris infiled ~~full,~~as ~~twenty~~Exhibit ~~seven (27) million common stock at $0~~16.~~0045~~1 ~~per share, (iii) Further~~ to ~~the~~this ~~warrants issued from part (i), an additional eighteen (18) million common stock purchase warrants will be issued on the Maturity Date, which will allow the Lender, if~~ report.

~~exercised,~~On inJune ~~part~~1, ~~or in full~~2018, tothe ~~purchase~~Company ~~18,000,000~~engaged ~~common~~DeLeon ~~stock~~& atCompany aP.A. ~~thirty~~ (30“DeLeon”) ~~percent~~as ~~premium on~~ the ~~closing~~Company’s ~~bid~~independent ~~purchase~~registered ~~price~~public onaccounting ~~the Maturity Date~~firm.

The ~~foregoing~~decision ~~descriptions~~to ofterminate ~~the~~Anton ~~Note,~~& ~~Series~~Chia ~~A Warrants~~ and ~~Series~~engage BDe ~~Warrant~~Leon ~~are~~& ~~not~~Company ~~complete~~LLP ~~and~~was ~~are~~approved ~~qualified in their entireties~~ by ~~reference to~~ the ~~full~~Company’s ~~text~~Board of ~~the form of Note, the form of Series A Warrant and Form of Series B Warrant, copies of which are filed as Exhibit 10~~Directors.~~1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Report and are incorporated by reference herein.~~

~~The~~Item ~~proceeds~~9.01 ~~from~~Financial ~~the~~Statements ~~note shall be used for potential corporate transaction~~ and ~~general working capital~~Exhibits.

~~Item~~(d) 3Exhibits.~~02 Unregistered Sales of Equity Securities.~~

~~Reference is made to the disclosure set forth under Item 1~~16.011 ~~above,~~Letter ~~which~~of isAnton ~~incorporated~~& byChia ~~reference, in its entirety, into this Item 3.02.~~LLP

The Note, Warrants and shares of common stock issuable upon conversion of the Note and exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and issued in reliance on the exemption from registration under the Securities Act, afforded by Section 4 (a)(2) promulgated under the Securities Act.SIGNATURE

~~Item~~Pursuant ~~9.01~~to ~~Exhibits~~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.

~~(d)~~EastGate ~~Exhibits~~Biotech Corp.

~~10.1 Form of Note~~(Registrant)

~~10.2 Form~~Date: ofJune ~~Series~~5, ~~A Warrant~~2018

~~10.3 Form~~ By: of/s/ ~~Series~~Anna ~~B Warrant~~Gluskin

~~(Signature~~ Title: ~~Page~~Chairman ~~Follows)~~and Chief Executive Officer

SIGNATURE

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.

EastGate Biotech Corp.

(Registrant)

Date: May 4, 2018

By: /s/ Anna Gluskin

Title: Chairman and Chief Executive Officer

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