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

~~June~~September 57, 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 13.~~01 Entry into a Material Definitive Agreement~~02

OnUnregistered ~~June 5,~~Sale ~~2018, we entered into a securities purchase agreement (the "SPA") with an accredited investor (the “Buyer”) to place Convertible Debentures (the “Debentures”) with a maturity date~~ of ~~one~~Equity 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 closing of the Transaction occurred on June 5, 2018 when we issued a Debenture for $300,000. 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.Securities

~~The~~On ~~Debentures~~September ~~bear~~7, ~~interest~~2018, at the ~~rate~~holder of 5%a ~~per~~convertible ~~annum. In~~note converted ~~addition~~$100,000 wein ~~must~~principal ~~pay~~and to$25,788.89 ~~the~~of ~~holder~~interest aon ~~fee~~that ~~equal~~note tointo 10,652,853 7%shares of ~~the~~our ~~amount of~~common ~~the~~stock ~~Debentures~~at toa ~~assist~~per inshare ~~their~~conversion price ~~monitoring~~of ~~costs~~$0.011808 ~~for~~(which conversion price was, per the terms of ~~Debentures.~~the ~~The~~convertible ~~net~~note, ~~proceeds~~80% of the ~~financing~~five-day ~~will~~average bevolume ~~used for~~weighted ~~general~~average ~~corporate~~price ~~matters~~of ~~and~~our ~~for~~common ~~other~~stock ~~expenses~~on the OTCQB prior to such conversion).

~~The~~On ~~Debenture~~September ~~may~~11, be2018, ~~converted~~the ~~into~~holder ~~shares~~ of ~~our~~a ~~common~~convertible ~~stock~~note ~~at any~~converted ~~time on or prior to maturity at the lower of~~ $034,328.0577 orin ~~93%~~principal ofand ~~the average~~interest ofon ~~the~~such ~~three~~note ~~lowest~~into ~~daily VWAPs during the 10 consecutive trading days immediately preceding the conversion date~~2, ~~provided that as long as we are not in default under the Debenture~~795, ~~the~~502 ~~conversion~~shares ~~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~~at ~~that~~a ~~such~~per ~~limitation~~share ~~may~~conversion ~~be waived~~price ~~by the holder with 65 days’ notice~~of $0.01228.

~~Any~~On ~~time~~September ~~after~~12, ~~the~~2018, ~~six-month~~one ~~anniversary~~ of ~~the~~our ~~issuance~~directors ofconverted ~~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~~60, we000 ~~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~~ but unpaid ~~interest~~fees ~~hereunder~~into ~~as of each payment date. We may~~7, ~~no more than twice~~352,941 ~~obtain~~shares ~~a thirty day deferral~~ of aour ~~monthly~~common ~~payment~~stock ~~due~~at as a ~~result~~per ofshare aconversion ~~Triggering~~price ~~Date through the payment~~ of ~~a deferral~~$0.00816 ~~fee~~(which inwas ~~the amount equal to 10~~80% of the ~~total amount of such~~ ~~monthly~~closing ~~payment. Each~~price ~~deferral payment may be paid by the issuance~~ of ~~such~~our ~~number~~common ofstock ~~shares~~on ~~as is equal to~~ the ~~applicable deferral~~OTCQB ~~payment~~prior ~~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 holder~~conversion).

~~The SPA~~On ~~and~~September ~~Debentures~~12, is2018, ~~subject~~one ~~to a Security Agreement to secure payment and performance~~ of our ~~obligations~~directors ~~under~~converted ~~the~~$10,000 ~~Debentures~~of accrued ~~and~~but ~~related agreements~~unpaid ~~pursuant~~fees tointo ~~which~~1,225,490 weshares ~~granted~~of ~~the~~our ~~Buyer~~common stock at a ~~security interest~~per inshare ~~all~~conversion price of ~~our assets~~$0. ~~The~~ ~~security~~00816 ~~interest granted~~(which ~~pursuant~~was to80% ~~the~~of ~~Security Agreement terminates on~~ the ~~payment~~closing inprice ~~full~~ of ~~outstanding~~our ~~Debentures~~common ~~and~~stock ~~any interest~~ on, ~~or other~~the ~~payments~~OTCQB ~~due~~prior ~~under,~~to ~~the Debentures~~such conversion).

OnIn ~~June 5~~addition, ~~2018, we also entered into an Amendment Agreement with~~ the ~~Buyer~~information ~~whereby~~set weforth ~~amended~~in ~~the~~Item ~~terms~~1.01 ofhereof ~~certain debentures issued~~is ~~pursuant~~incorporated toby ~~the~~reference ~~terms of a Securities Purchase Agreement entered~~ into onthis ~~January 25, 2017 and November 20, 2017. Those debentures~~Item 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 (iii) a convertible debenture issued on May 3, 2017 in a face amount of $150,000, (iv) a convertible debenture issued on November 20, 2017 in a face amount of $150,000 and (v) a convertible debenture issued on February 14, 2018 in a face amount of $150,000 (each as amended, an “Initial Debenture”). ~~The Amendment Agreement lowered the conversion price of the Initial Debentures to the lower of (i) $0~~02.~~05 and (ii) 93% of the average of the three lowest daily VWAPs during the ten consecutive Trading Days immediately preceding the conversion date, but in no event lower than $0.01.~~

~~Item~~As ~~3.02~~ a result of the share issuances discussed herein, our ~~Unregistered~~outstanding ~~Sale~~shares of ~~Equity~~common ~~Securities~~stock increased from 56,510,521 prior to the issuances to 78,537,307 after the issuances.

The ~~information~~securities ~~set~~discussed ~~forth~~herein ~~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 1933, as amended (the “Act”)~~, and Rule 506 of Regulation D promulgated under the Act~~. ~~This~~These ~~transaction~~transactions qualified for exemption from registration because among other things, (i) the transactions ~~transaction~~ did not involve a public offering, (ii) the ~~investor~~security holders ~~was~~were an accredited ~~investor~~ investors, qualified institutional buyers and/or ~~qualified~~directors ~~institutional~~or ~~buyer~~executive officers of our company, (iii) the security ~~investor~~holders had access to information about our company and its investment, (iv) the investor took the securities for investment and not resale, and ~~we took~~(v) where appropriate, we took measures to restrict the transfer of the securities.

Item 95.01 02 Departure of Directors or Certain ~~Financial~~Officers; ~~Statements~~Election ~~and~~of ~~Exhibits.~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

10.1	Securities Purchase Agreement, dated June 5, 2018
10.2	Amendment Agreement, dated June 5, 2018
10.3	Security Agreement, dated November 20, 2017 filed as Exhibit 10.2 to Form 8-K filed on November 27, 2017 and incorporated herein by reference
10.4	Form of Debenture

Dr. Max Zhu, age 36, has been a research scientist 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.

Dr. Zhu obtained his PhD at the University of Cambridge researching Alzheimer’s Disease in 2013. His thesis focused on computational studies of the Abeta peptide and amyloid which led to the discovery of a set of compounds which could become potential drug leads for Alzheimer’s disease. Dr. Zhu’s research required the use of computer science, AI, genome and protein structure analysis, computational biology and chemistry, applying the combination of different skillsets and knowledge in a multi-disciplinary biomedical research environment, and he has been both lead and co-author on a number of peer reviewed articles in this area.

Dr. Zhu has entered into convertible loan agreements with Cantabio as previously disclosed with the SEC.

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: ~~June~~October 815, 2018 By: /s/ Thomas Roger Sawyer Name: Thomas Roger Sawyer Title: Chief Operating Officer

Filing Compare · Cantabio Pharmaceuticals Inc.