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 ~~May 19~~20, ~~2017~~2018

Commission File Number: 00052886

EASTGATE BIOTECH CORP. ~~(Exact name of small business issuer as specified in its charter)~~

(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):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry ~~into~~Into a Material Definitive Agreement.

On ~~May~~April 920, ~~2017~~2018, EastGate Biotech Corp. (the “Company”) ~~entered~~issued ~~into~~ a ~~Settlement Agreement with Northbridge Financial~~$450,000 ~~Inc.~~ (the “~~Northbridge~~Note”). The Note shall be due on July 20, ~~whereby~~2018, ~~Northbridge~~or ~~acquired~~such ~~liabilities~~later ofdate ~~the~~as ~~Company~~may inbe negotiated by the ~~amount~~parties ofin ~~$724,108~~good faith.50 The ~~(the~~Note ~~“Debt”),~~does ~~which~~not ~~was~~bear ~~owed~~interest byand may be convertible into common stock of the Company prior to ~~third~~maturity at a conversion price as may be negotiated by the parties ~~related~~in togood ~~debts~~faith. The ~~related~~holder has the right to demand repayment of $150,000 of the ~~Company’s~~principal ~~outstanding~~60 ~~liabilities~~days after the issuance date. Following ~~The~~a ~~Company~~default and ~~Northbridge~~lapse ~~then~~of ~~entered~~a ~~into~~ten-business anday ~~Order~~cure ~~Granting~~period, ~~Approval~~the ofholder shall have the ~~Settlement~~option ~~Agreement,~~to ~~and~~convert ~~Northbridge~~all ~~converted~~amounts due under the ~~Debt~~note ~~pursuant~~at toan a80% ~~3(a)(10)~~discount ~~exemption~~to ~~into~~the ~~140,000,000~~volume ~~shares~~weighted average price of the ~~Company’s~~ common stock. during the cure period.

~~Item~~In 3connection with the Note, the Company issued to the lender warrants to purchase an aggregate of 45,000,000 shares of 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 A Warrants”) and (ii) a Warrant to purchase 18,000,000 shares to be issued on the Maturity Date (the “Series B Warrant”) and, together with the Series A Warrants, the “Warrants”).02 The ~~Unregistered~~Series ~~Sales~~A Warrants shall have an exercise price of ~~Equity~~$0.0045 ~~Securities~~per share and the Series B Warrants shall have an exercise price equal to a 30% premium to the closing price of the common stock on the Maturity Date.

~~Reference~~The isPrincipal ~~made~~Amount toof ~~the~~$450,000 ~~disclosure~~outstanding ~~set~~at ~~forth~~any ~~under~~time, ~~Item~~and ~~1.01~~from oftime ~~this~~to ~~Current Report on Form 8-K~~time, ~~which~~under ~~disclosure~~this isNote ~~incorporated~~shall ~~herein~~bear byno ~~reference~~interest.

2The Company agrees to issue Warrants to the Lender (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 of 30 days from the receipt of Principal Amount, and every 30 days thereafter until the Maturity Date, (ii) Warrants mentioned in (i) will grant the Lender, if exercised in part or in full, twenty seven (27) million common stock at $0.0045 per share, (iii) Further to the 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

~~SIGNATURE~~exercised, in part or in full, to purchase 18,000,000 common stock at a thirty (30) percent premium on the closing bid purchase price on the Maturity Date.

~~Pursuant~~The toforegoing descriptions of the ~~requirements~~Note, ofSeries A Warrants and Series B Warrant are not complete and are qualified in their entireties by reference to the ~~Securities~~full ~~Exchange~~text ~~Act~~of the form of ~~1934~~Note, the ~~Registrant~~form ~~has~~of ~~duly~~Series ~~caused~~A ~~this~~Warrant ~~report~~and toForm beof ~~signed~~Series onB ~~its~~Warrant, ~~behalf~~copies byof ~~the~~which ~~undersigned~~are ~~hereunto~~filed ~~duly~~as ~~authorized~~Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Report and are incorporated by reference herein.

~~EastGate~~The ~~Biotech~~proceeds ~~Corp.~~from ~~(Registrant)~~the ~~Date:~~note ~~By:~~shall ~~/s/~~be ~~Anna~~used ~~Gluskin~~for ~~Title:~~potential ~~Chairman~~corporate transaction and ~~Chief~~general ~~Executive~~working ~~Officer~~capital.

Item 3.02 Unregistered Sales of Equity Securities.

~~FORWARD-LOOKING~~Reference ~~STATEMENTS~~is made to the disclosure set forth under Item 1.01 above, which is incorporated by reference, in its entirety, into this Item 3.02.

~~This~~The ~~report contains information that may constitute ‘‘forward-looking statements.’’ Generally~~Note, ~~the~~Warrants ~~words ‘‘believe,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘anticipate,’’ ‘‘project,’’ ‘‘will’’~~ and ~~similar~~shares ~~expressions~~of ~~identify~~common ~~forward-looking~~stock ~~statements,~~issuable ~~which~~upon ~~generally~~conversion ~~are~~of ~~not~~the ~~historical~~Note inand ~~nature.~~exercise ~~However,~~of the ~~absence~~Warrants ofhave ~~these words or similar expressions does~~ not ~~mean~~been ~~that~~registered aunder ~~statement~~the isSecurities ~~not~~Act ~~forward-looking.~~of ~~All~~1933, ~~statements~~as ~~that~~amended ~~address~~(the ~~operating~~“Securities ~~performance~~Act”), ~~events~~ or ~~developments that we expect or anticipate will occur in~~ the ~~future~~securities —laws ~~including statements relating to volume growth, share~~ of ~~sales~~any ~~and earnings per share growth~~state, and ~~statements~~were ~~expressing~~offered ~~general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as~~ and ~~when~~issued ~~made.~~in ~~However, caution should be taken not to place undue~~ reliance on ~~any~~the ~~such~~exemption ~~forward-looking~~from ~~statements~~registration ~~because~~under ~~such statements speak only as of~~ the ~~date~~Securities ~~when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements~~Act, ~~whether~~afforded ~~as a result of new information, future events or otherwise, except as required~~ by ~~law.~~Section In4 ~~addition,~~(a)(2) ~~forward-looking~~promulgated ~~statements~~under are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in EastGate Biotech Corp. annual Form 10K filings and those described from time to time in our future reports filed with the Securities ~~and Exchange Commission~~Act.

4Item 9.01 Exhibits.

(d) Exhibits.

10.1 Form of Note

10.2 Form of Series A Warrant

10.3 Form of Series B Warrant

(Signature Page Follows)

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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