On September 22, 2016, we entered into a placement agent agreement with an effective date of September 18, 2016 (the “Placement Agent Agreement”) with a placement agent (the “Placement Agent”). The material terms of the Placement Agent Agreement were as follows:

Upon 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: (a) A 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.

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

On December 5, 2016, we informed the Placement Agent that we were terminating the aforementioned Placement Agent Agreement. From that date forward, our material ongoing obligations to 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 of the Placement Agent Agreement. 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.

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 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.

About Entia Biosciences, Inc. (OTCMKTS:ERGO)

Entia Biosciences, Inc. develops pharmaceutical-grade organic compounds, including a foundational compound called ErgoD2. The Company also develops and markets health-related nutraceuticals and cosmeceuticals. ErgoD2 is a pharmaceutical-grade organic compound created from whole foods that contain the micro-nutrients L-ergothioneine, an amino acid that has a transporter (SLC22A4) in every human being, and vitamin D2. ErgoD2 improves iron homeostasis and mitigates iron-related disorders presenting in anemia, chronic kidney disease and select neurodegenerative diseases. The Company’s ErgoD2 formulations utilize organically cultivated specialty mushrooms available from various domestic and international suppliers. These mushroom-based products are generally regarded as safe (GRAS). The Company’s market and scientific research has identified mushroom species and suppliers to provide the nutritional profiles for its ErgoD2 formulations.

Entia Biosciences, Inc. (OTCMKTS:ERGO) Recent Trading Information

Entia Biosciences, Inc. (OTCMKTS:ERGO) closed its last trading session down -0.0500 at 0.0900 with 10,100 shares trading hands.