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

~~November~~January 2012, ~~2017~~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)

(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 1.01 ~~Entry into a Material Definitive Agreement~~

OnEntry ~~November 20, 2017, we entered~~ into a ~~securities~~ ~~purchase~~Material ~~agreement~~Definitive with an accredited investor (the “Buyer”) to place Convertible Debentures (the “Debentures”) with a maturity date of one year after the issuance thereof in the aggregate principal amount of up to $300,000 (the “Transaction”), provided that in case of an event of default, the Debentures may become at the holder’s election immediately due and payable. The initial closing of the Transaction occurred on November 20, 2017 when we issued a Debenture for $150,000. The second closing is scheduled for within five days of the date on which we have received net proceeds of at least $100,000 from financing transactions after November 1, 2017 on terms and conditions reasonably satisfactory to the Buyer, in its sole discretion. We intend to use the net proceeds from the Transaction to test lead candidates from our CB101 program for their therapeutic efficacy in in vivo rodent models of Parkinson's disease and for general corporate purposes.Agreement

~~The~~On March ~~Debentures~~26, ~~bear~~2018, ~~interest~~we atentered ~~the~~into ~~rate of~~debt 5%conversion ~~per~~agreements ~~annum. In~~with each ~~addition,~~of weour ~~must~~executive ~~pay~~officers. Pursuant to the ~~holder~~terms of such aagreements, ~~fee~~we ~~equal~~converted toan 7%aggregate of ~~the~~$180,000 ~~amount~~ of ~~the~~unpaid ~~Debentures to assist in~~salary ~~their~~and ~~monitoring~~bonuses ~~costs~~due ~~for~~to ~~the~~such ~~Debentures.~~executive ~~The~~officers ~~net~~into ~~proceeds~~7,200,000 ofshares ~~the~~of ~~financing~~our ~~will~~common bestock ~~used~~at ~~for~~$0.025 ~~general~~per ~~corporate matters and for other expenses~~share.

~~The Debenture may be converted into~~Item ~~shares of our common stock at any time on or prior to maturity at the lower of $0~~3.10 or 93% of the average of the three lowest daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture, the conversion price may never be less than $0.01. We may not convert any portion of a Debenture if such conversion would result in the holder beneficially owning more than 4.99% of our then issued and common stock, provided that such limitation may be waived by the holder with 65 days’ notice.02

~~Any time~~Unregistered ~~after~~Sale ~~the six-month anniversary~~ of ~~the~~Equity issuance of a Debenture that the daily VWAP is less than $0.01 for a period of twenty consecutive trading days (the “Triggering Date”) and only for so long as such conditions exist after a Triggering Date, we shall make monthly payments beginning on the last calendar day of the month when the Triggering Date occurred. Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding as of the Triggering Date divided by the number of such monthly payments until maturity, (ii) a redemption premium of 20% in respect of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. We may, no more than twice, obtain a thirty day deferral of a monthly payment due as a result of a Triggering Date through the payment of a deferral fee in the amount equal to 10% of the total amount of such monthly payment. Each deferral payment may be paid by the issuance of such number of shares as is equal to the applicable deferral payment divided by a price per share equal to 93% of the average of the four lowest daily VWAPs during the 10 consecutive Trading Days immediately preceding the due date in respect of such monthly payment begin deferred, provided that such shares issued will be immediately freely tradable shares in the hands of the holderSecurities

On WeJanuary ~~also~~12, ~~entered~~2018, ~~into~~ a ~~Security~~holder ~~Agreement~~of toa ~~secure~~convertible ~~payment~~loan ~~and performance~~converted $134,994 of ~~our~~interest ~~obligations under the Debentures~~ and ~~related agreements~~principal ~~pursuant~~on tosuch ~~which~~debenture weinto ~~granted~~5,959,664 ~~the investor a security~~shares ~~interest~~of inour ~~all~~common ofstock ~~our~~at ~~assets~~$0. ~~The~~02256 ~~security~~per ~~interest granted~~share pursuant to the ~~Security~~terms ~~Agreement terminates on the payment in full~~ of ~~outstanding Debentures and any interest on, or~~ ~~other~~such ~~payments due under, the Debentures~~debenture.

On February ~~November 20~~23, ~~2017~~2018, we ~~also entered into an Amendment Agreement with the Buyer whereby we amended the terms of three debentures~~ issued ~~pursuant~~bonus to the terms of a Securities Purchase Agreement entered into on January 25, 2017. Those three debentures were (i) a convertible debenture issued on January 25, 2017 in a face amount of $300,000, (ii) a convertible debenture issued on March 2, 2017 in a face amount of $150,000 and (iii) a convertible debenture issued on May 3, 2017 in a face amount of $150,000 (each as amended, an “Initial Debenture”). Prior to the Amendment Agreement, each Initial Debenture was convertible into shares ~~of our common stock at any time on or prior~~ to ~~maturity~~key ~~at the~~members ~~lower~~ of ~~$0.3107 or 93% of~~ the ~~average of the three lowest~~ ~~daily~~Company’s ~~VWAPs~~main ~~during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not~~ in-house ~~default~~laboratory ~~under the Debenture, the conversion price may never be less than $0~~staff.05 ~~(the~~An ~~“Initial~~aggregate ~~Debenture Floor Price”).~~of ~~The~~191,349 ~~Amendment~~shares ~~Agreement~~were ~~lowered~~issued ~~the Initial Debenture Floor Price~~ to ~~$0.01~~5 ~~and extended the maturity date of the Initial Debentures to November 20, 2018~~employees.

On ~~Item~~March 26, 2018, we issued our officers and directors aggregate 3bonuses for services rendered since December 31, 2015 of $180,000.~~02 Unregistered~~ ~~Sale~~In lieu of ~~Equity~~paying ~~Securities~~such bonuses in cash, we paid such bonuses by issuing 7,200,000 shares of our common stock.

On ~~The~~March information set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02. The Debentures were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 193327, ~~as amended (the “Act”)~~2018, ~~and~~a ~~Rule~~holder ~~506~~ of ~~Regulation~~a Dconvertible ~~promulgated under~~debenture ~~the Act. This transaction qualified for exemption~~converted ~~from registration because among other things~~$33,448 ~~the~~of ~~transaction~~interest ~~did not involve a public offering, the investor was an accredited investor~~ and~~/or~~ ~~qualified~~principal ~~institutional~~on ~~buyer,~~such ~~the~~debenture ~~investor~~into ~~had~~910,384 ~~access~~shares toof ~~information about~~ our ~~company~~common ~~and~~stock ~~its~~at ~~investment,~~$0.03674 ~~the investor~~per ~~took~~share ~~the~~pursuant ~~securities for investment and not resale, and we took appropriate measures~~ to ~~restrict~~ the terms ~~transfer~~ of ~~the securities~~such debenture.

In addition, the information set forth in Item 9 1.01 ~~Financial~~ hereof is ~~Statements~~incorporated ~~and~~by ~~Exhibits~~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.

10.1	Securities Purchase Agreement, dated November 20, 2017
10.2	Security Agreement, dated November 20, 2017
10.3	Amendment Agreement, dated November 20, 2017
10.4	Form of Debenture

10.1	Form of Debt Conversion Agreement

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: ~~November~~April 2711, ~~2017~~2018 By: /s/ Thomas Roger Sawyer Name: Thomas Roger Sawyer Title: Chief Operating Officer

Filing Compare · Cantabio Pharmaceuticals Inc.