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 Ofof Earliest Event Reported): ~~December~~February 921, ~~2016~~2017

Entia Biosciences, Inc.

(Exact name of registrant as specified in charter)

Commission File Number: 000-52864

Nevada	26-0561199
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

13565 SW Tualitin-Sherwood Road, Suite 800 Sherwood, Oregon	97140
13565 SW Tualatin-Sherwood Road, Suite 800 Sherwood, Oregon	97140
(Address of principal executive offices)	(Zip Code)

(971) 228-0709

(Registrant’s telephone number, including area code)

(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:

☐ 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(17CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Item 1.~~02 Termination~~01 ofEntry into a Material Definitive Agreement

On ~~September~~February 2221, ~~2016~~2017, we ~~entered~~received ~~into~~an aexecuted, ~~placement~~definitive ~~agent~~licensing agreement (the “License”) with anGROH ~~effective~~Beauty ~~date~~Corp of(the ~~September~~“Licensee”) 18under which we granted certain exclusive worldwide rights to manufacture and distribute our GROH beauty products. The License calls for a front-end license fee, ~~2016~~half (of which is non-refundable and the ~~“Placement~~other ~~Agent~~half ~~Agreement”)~~of ~~with~~which is subject to a ~~placement~~number ~~agent~~of (factors during a due diligence period, as well as royalties over a period of years, also subject to the ~~“Placement~~completion ~~Agent”)~~of the due diligence period, until the license is paid in full and thereby becomes an exclusive perpetual license of the Licensee. The ~~material~~total ~~terms~~value of the ~~Placement~~license ~~Agent~~fees ~~Agreement~~and ~~were~~royalties asto ~~follows:~~us is $1,150,000. The License calls for and was accompanied by a separate executed agreement under which we are to manufacture and sell our ErgoD2® compound exclusively to the Licensee for its use in the cosmetic and beauty care markets. As this manufacturing agreement provides for price adjustments and is expected to run for a number of future years concurrent with the License, its positive value to us is inestimable at this time. Additionally, the License calls for a separate agreement through which our Chief Science and Technology Officer, Dr. Marvin Hausman, will provide consulting services to the Licensee.

~~Upon~~Item ~~the closing of an equity financing, if any, as compensation for services provided to the Placement Agent, we agreed that we will pay the Placement Agent:~~9.01 ~~(a)~~Financial AStatements cash fee equal to 10% of the dollar amount received by the Issuer, in connection with a Proposed Offering, including any proceeds received by the Issuer from any cash exercise of warrants, options or rights issued to investors in the Proposed Offering; (b) A cash non-accountable expense allowance equal to 2% of the dollar amount received by the Issuer in connection with the Proposed Offerings, subject to certain restrictions; and (c) At the Closing or Closings, if any, the Issuer shall grant to the Placement Agent (or its designated affiliates or assignees) share purchase warrants (the “Warrants”) covering a number of shares of Common Stock equal to 10% of the total number of Shares being sold and/or issued in the Proposed Offering. The Warrants will be nonexercisable or transferrable for six (6) months after the date of the Closing other than as permitted by FINRA Rule 5110 and will be exercisable and expire five years after Closing. The Warrants will be exercisable at a price equal to 125% of the offering price and shall not be redeemable. The Warrants may be exercised as to all or a lesser number of shares of Common Stock, will provide for cashless exercise, and possess “piggyback” registration rights for a period of five years after the Closing, at the Issuer’s expense.Exhibits

No transaction terms were set with respect to the Placement Agent Agreement as of the date of this filing.

Exhibit No.		Description
99.1		Press Release

99.2		License Agreement between Entia Biosciences, Inc. and GROH BEAUTY PRODUCTS^†

99.3		Contract for Sale of Goods between Entia Biosciences, Inc. and GROH BEAUTY PRODUCTS^†

On† Confidential ~~December~~treatment 5,has ~~2016,~~been werequested ~~informed~~for ~~the~~portions ~~Placement~~of ~~Agent~~these ~~that we were terminating the aforementioned Placement Agent Agreement~~exhibits. ~~From~~ ~~that~~These ~~date~~portions ~~forward,~~have ~~our~~been ~~material~~omitted ~~ongoing~~and ~~obligations~~filed toseparately ~~the Placement Agent consist principally of success fee payments, as described above, limited to actual future transactions~~ with ~~us by potential investors introduced to us during~~ the ~~term~~Securities ofand ~~the~~Exchange ~~Placement Agent Agreement~~Commission. We effected the termination in order to pursue other sources of potential investment without being limited by the Placement Agent Agreement. No material early termination penalties were incurred by us as a result of the termination.

RULE 135C NOTICE

We are providing this Current Report on Form 8-K in accordance with Rule 135c under the Act (” Rule 135c “), and the notice contained herein does not constitute an offer to sell the Company’s securities, and is not a solicitation for an offer to purchase the Company’s securities. Any securities that may be offered pursuant to the placement or any agreement related thereto including, but not limited to, the Subscription Agreement or any other agreement have not been registered under the Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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.

	ENTIA BIOSCIENCES, INC.
	(Registrant)
Date: December 9, 2016	By:	/s/ Carl Johnson
Date: February 24, 2017	By:	/s/ Carl Johnson
		Carl Johnson
		President and CEO

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press Release

99.2		License Agreement between Entia Biosciences, Inc. and GROH BEAUTY PRODUCTS^†

99.3		Contract for Sale of Goods between Entia Biosciences, Inc. and GROH BEAUTY PRODUCTS^†

† Confidential treatment has been requested for portions of these exhibits. These portions have been omitted and filed separately with the Securities and Exchange Commission.

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