8-K EastGate May 4, 2018

0001563228-18-000006.txt : 20180507 0001563228-18-000006.hdr.sgml : 20180507 20180504203624 ACCESSION NUMBER: 0001563228-18-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120420 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180507 DATE AS OF CHANGE: 20180504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTGATE BIOTECH CORP CENTRAL INDEX KEY: 0001099574 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 870639378 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52886 FILM NUMBER: 18809490 BUSINESS ADDRESS: STREET 1: 2681 EAST PARLEYS WAY - SUITE 204 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 BUSINESS PHONE: 8013223401 MAIL ADDRESS: STREET 1: 2681 EAST PARLEYS WAY - SUITE 204 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 FORMER COMPANY: FORMER CONFORMED NAME: EASTGATE ACQUISITIONS CORP DATE OF NAME CHANGE: 19991123 8-K 1 eastgatebiotech8kapril202018.htm 8-K EASTGATE MAY 4, 2018 8-K EastGate May 4, 2018

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 20, 2018

Commission File Number: 00052886

EASTGATE BIOTECH CORP.

(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):

[ ] 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

On April 20, 2018, EastGate Biotech Corp. (the “Company”) issued a $450,000 (the “Note”). The Note shall be due on July 20, 2018, or such later date as may be negotiated by the parties in good faith. The Note does not bear interest and may be convertible into common stock of the Company prior to maturity at a conversion price as may be negotiated by the parties in good faith. The holder has the right to demand repayment of $150,000 of the principal 60 days after the issuance date. Following a default and lapse of a ten-business day cure period, the holder shall have the option to convert all amounts due under the note at an 80% discount to the volume weighted average price of the common stock during the cure period.

In connection 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”). The Series A Warrants shall have an exercise price of $0.0045 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.

The Principal Amount of $450,000 outstanding at any time, and from time to time, under this Note shall bear no interest.

The 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

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.

The foregoing descriptions of the Note, Series A Warrants and Series B Warrant are not complete and are qualified in their entireties by reference to the full text of the form of Note, the form of Series A Warrant and Form of Series B Warrant, copies of which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Report and are incorporated by reference herein.

The proceeds from the note shall be used for potential corporate transaction and general working capital.

Item 3.02 Unregistered Sales of Equity Securities.

Reference 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.

The Note, Warrants and shares of common stock issuable upon conversion of the Note and exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and issued in reliance on the exemption from registration under the Securities Act, afforded by Section 4 (a)(2) promulgated under the Securities Act.

Item 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

EX-10 2 eastgatepromissorynotesigned.htm EASTGATE EXHIBIT 10.1 FORM OF NOTE EastGate Exhibit 10.1 Form of Note

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PROMISSORY NOTE

Principal Amount: US $450,000.00 in British Pounds equivalent ("GBP") Loan Term: 90 days

Due: July , 2018

1. Promise to Pay. For value received, EASTGATE BIOTECH CORP., (the "Borrower"), having an office at Suite 2203-65 Harbour Square, Toronto, ON, M5J 2lA, unconditionally promises to pay to or to the order of Omar Ahmad (the "Lender"), at 261 Long Drive, Ruislip, Middlesex, HA4 0HT, United Kingdom, or at such other place as the Lender may direct in writing, the aggregate unpaid principal amount of all borrowings by the Borrower from the Lender the amount of FOUR HUNDRED AND FIFTY THOUSAND DOLLARS (US$450,000.00), in lawful money of the United States of America, in GBP equivalent (the "Principal Amount"), together with accrued and unpaid interest on the Principal Amount. For the avoidance of doubt the Principal Amount will be the GBP denominated value loaned to the Borrower at the time the Principal Amount is received by the Borrower.

2. Interest. The Principal Amount outstanding at any time, and from time to time, under this Note shall bear no interest. All principal, warrants, fees, costs, charges and expenses owing under this Note are collectively referred to herein as the "Obligations".

Maturity. 90 days following the date of receipt of the Principal Amount ("Maturity Date"), or such later date as may be negotiated by the parties in good faith.

4. Warrants. The Borrower agrees to issue forty-five million (45,000,000) common stock purchase 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 exercised, in part or in full, to purchase 18,000,000 common stock at a thirty percent premium on the closing bid price on the Maturity Date.

5. Reimbursement of Fees and Expenses. The Borrower shall pay to the Lender all reasonable costs and expenses, including but not limited to all legal fees and expenses if an y, in connection with the origination of this Note; to be payable after completion of Loan transaction. The Borrower shall also be responsible for all costs and expenses incurred in the collection of any amount required to be paid under this Note or enforcement of this Note (such amounts are not capped or included above).

6. Prepayment. When not in default under this Note, the Borrower may, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by all fees, costs, charges and expenses then due.

7. Repayment. The loan term is 90 days from receipt of Principal Amount. $150,000 of the loan will be subject to an early repayment after 60 days, if requested by the Lender.

8. Application of Payments. Payments received by the Lender pursuant to this Note shall be applied firstly in payment of all fees, costs, charges and expenses then due, if any, and the balance in reduction of principal.

9. Conversion Feature. The Lender shall have the right any time before the Maturity Date to

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convert all or a portion of the Obligations to common stock of the Borrower at a price to be determined and negotiated in good faith.

10.

Events of Default. Each of the following events shall constitute an "Event of Default"

hereunder:

(a) the Borrower fails to issue warrant agreement as required to the Lender within 15 days of funding by the Lender;

(b) default by the Borrower in the payment of any of the Obligations as and when the same shall become due and payable in accordance with the terms of this Note;

(c) failure on the part of the Borrower to duly observe or perform an y of the other covenants or agreements on its part contained in this Note for a period of thirty (30) days after the earlier of the date (i) on which written notice of such failure, requiring the Borrower to remedy the same, shall have been given by the Lender, and (ii) the Borrower becomes aware of such default;

(d) if any material representation or warranty made by the Borrower herein is found to be false or incorrect when made or when deemed to have been made;

(e) if any act, matter or thing is done toward, or any action or proceeding is launched or taken to terminate the corporate existence of the Borrower, whether by winding-up, surrender of charter or otherwise;

(f) if the Borrower ceases to carry on its business or makes any sale of its assets in bulk or any sale of substantially all of its assets out of the usual course of its business;

(g) the institution of bankruptcy or insolvency proceedings against the Borrower, or the institution of proceedings seeking reorganization or winding-up of the Borrower under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-Up Act (Canada) or any other bankruptcy, insolvency or analogous laws, or the issuing of sequestration or process of execution against the Borrower, or any substantial part of its property, or the appointment of a receiver of the Borrower, or of an y substantial part of its property, and, in each case, the continuance of any such proceedings unstayed, undischarged and in effect for a period of thirty (30) days from the date thereof;

(h) the institution by the Borrower of proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it, or the passing of a resolution authorizing the filing by it, of a petition or answer or consent seeking reorganization or relief under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding- Up Act (Canada) or any other bankruptcy, insolvency or analogous laws, or the consent by it to the filing of an y such petition or to the appointment of a receiver of the Borrower, or of any substantial part of its property, or the making by it of a general assignment for the benefit of creditors, or the Borrower admitting in writing its inability to pay its debts generally as they become due or taking corporate action in furtherance of any of the aforesaid purposes;

(i) a notice is sent to or received by the Borrower from an y creditor with respect to the intention of such creditor to enforce any lien on any of the property of the Borrower, unless such notice is being contested in good faith by appropriate legal proceedings and such notice has not resulted in, or does not involve, any immediate prospect of the sale or forfeiture or loss of any of the property of the Borrower that is subject to such notice; or

(j) if the Borrower fails within twenty (20) days of the commencement of same to contest actively and diligently in good faith by appropriate and timely proceedings any action, suit, litigation or other proceeding commenced against it.

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11.

Notice of Default. Upon the occurrence of an Event of Default, the Lender may give the Borrower written notice of default. Following such notice, the Borrower shall have a period of ten (10) business days (the "Default Period") to cure such default. In addition, the Borrower and the Lender may negotiate in good faith a remedy for the default. During such Default Period, the Borrower shall be obliged to pay the Lender a penalty of $800 per day. At the end of the Default Period, the Lender shall have the option to convert the Borrower's outstanding obligations to common stock at the volume weighted average price (VW AP) prevailing during the Default Period, minus an 80% discount.

12.

Representations and Warranties. The Borrower hereby represents and warrants to the Lender that: (a)

it has all necessary corporate power, authority and capacity to execute and deliver this

Note, to incur the Obligations, to perform all of its obligations under this Note, to carry on its business as now conducted and to lease, license and operate its properties and assets;

(b) it has no outstanding indebtedness other than accounts payable incurred in the ordinary course of business;

(c) the proceeds (Principal Amount) will be used for bridge financing, to fund day to day course of business and working capital, while the Borrower is undertaking to complete the corporate transaction specified in the RNS dated April 10, 2018, referencing a $5 million transaction with Genluiching Mining Corporation. All material information regarding the aforementioned corporate transaction has been disclosed in the public domain; and

(d) the execution and delivery of this Note and the performance by the Borrower of its obligations hereunder have been duly authorized by all necessary proceedings.

For greater certainty and in addition to the foregoing, the Borrower agrees with the Lender that all of the representations and warranties made by the Borrower in any other Loan Document are to be incorporated herein by reference, to the extent possible as applicable in the circumstances.

13.

Covenants. Until all unpaid Obligations evidenced by or in relation to this Note have been paid in full, and except as otherwise permitted by the prior written consent of the Lender, the Borrower makes and shall maintain the following covenants:

(a) the Borrower shall make due and timely payment of any of the Obligations required to be paid by it under this Note;

(b)

the Borrower shall promptly notify the Lender of any Event of Default or pending Event of

Default;

(c) the Borrower shall not dispose of any of its property or assets, except for dispositions in the ordinary course of business of obsolete property or of any inventory or other assets that are customarily sold by the Borrower on an on-going basis as part of the normal operation of its business;

(d) the Borrower shall not declare or pay any dividends on its securities or redeem an securities for considerations; and

(e) the Borrower shall not change its name without providing the Lender with thirty (30) days' prior written notice thereof.

For greater certainty and in addition to the foregoing, the Borrower agrees with the Lender that all of the

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covenants made by the Borrower in an y other Loan Document are to be incorporated herein by reference, to the extent possible as applicable in the circumstances.

14.

Further Documentation. The Borrower will from time to time, at its own expense, promptly and duly authorize, execute and deliver such further instruments and documents, and take such further action, as the Lender may request for the purpose of obtaining or preserving the full benefits of, and the rights and powers granted by, this Note.

15.

Calculation of Time. Unless otherwise expressly provided in this Note, whenever any payment is stated to be due on a day other than a business day, the payment will be made on the immediately preceding Business Day. In the case of interest or fees payable pursuant to the terms of this Note, the extension or contraction of time will be considered in determining the amount of interest and fees, if any. Unless otherwise expressly provided in this Note, whenever any action to be taken is stated or scheduled to be required to be taken on, or (except with respect to the calculation of interest or fees) any period of time is stated or scheduled to commence or terminate on, a day other than a business day, the action will be taken or the period of time will commence or terminate, as the case may be, on the immediately preceding business day.

16.

Severability. If any provisions of this Note shall be deemed by any court of competent jurisdiction to be invalid or void, the remaining provisions shall remain in full force and effect.

17.

Conflict. In the event of any conflict between this Note and any other document or instrument,

the terms of this Note will prevail to the extent of such conflict.

18.

Waiver of Notice. The Borrower waives demand, presentment for payment, notice of non- payment, notice of protest, notice of dishonour, notice of acceleration, days of grace and the right of set off.

19.

No Waiver by the Lender. Neither the extension of time for making any payment which is due and payable under this Note at any time or times, nor the failure, delay, or omission of the Lender to exercise or enforce any of the Lender's rights or remedies under this Note, shall constitute a waiver by the Lender of the Lender's right to enforce any such rights and remedies subsequently. The single or partial exercise of any such right or remedy shall not preclude the Lenders further exercise of such right or remedy or any other right or remedy.

20.

Notices. All notices and demands provided for herein shall be in writing and shall be personally delivered or mailed by prepaid registered mail to the address of the Borrower or the Lender, as the case may be to the addresses set out above or to such other physical address, facsimile number or e-mail address as such party may from time to time designate to the other party by notice in the aforesaid manner. Any notice or demand so personally delivered shall be deemed to have been validly and effectively given and received on the date of such delivery. Any notice or demand so mailed shall be deemed to have been validly and effectively given and received on the third (3rd) day following the date of mailing.

21.

Amendment. This Note may not be amended, modified or otherwise altered except pursuant to a written instrument executed by the Lender and the Borrower.

22.

Successors and Assigns. This Note shall ensure to the benefit of the Lender and its successors and assigns, and shall be binding upon the Borrower and its successors and permitted assigns; "successors" includes any corporation resulting from the amalgamation of any party with any other corporation. The Lender shall be entitled to assign the Lender's rights and obligations hereunder. The rights and obligations of the Borrower under this Note may not be assigned to or assumed by any person without the prior written consent of the Lender.

23.

Governing Law and Attornment. This Note shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal l aws of Canada applicable therein. Without prejudice to the ability of the Lender to enforce this Note in any other proper jurisdiction, the

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Borrower hereby irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the United Kingdom in connection with this Note.

24.

Effect. This Note shall be effective as of the date hereof notwithstanding the date of its execution or deli very by the Borrower or the date of a n y advance made by the Lender hereunder.

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

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THIS NOTE has been executed, sealed and delivered by the Borrower as of the 19^th day of April, 2018. EASTGATE BIOTECH CORP. ("The Borrower")

By: /s/ Rose C. Perri

/s/ Anna Gluskin

Name: Rose C. Perri

Anna Gluskin

Title: President

CEO

OMAR AHMAD ("The Lender")

By: /s/ Omar Ahmad

Name: Omar Ahmad

Title: 19/4/2018

EX-10 3 warrantagreementomarahmad18m.htm EASTGATE EXHIBIT 10.3 EastGate Exhibit 10.3

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

EASTGATE BIOTECH CORP.

COMMON STOCK PURCHASE WARRANT


Holder: OMAR AHMAD
Certificate Number: 120-12A	Original Issue Date: July 20, 2018
	No. of Shares Subject to Warrant: 18,000,000
	Exercise Price Per Share: TBD
	Expiration Time: 5:00 p.m., New York time, on July 20, 2021

Eastgate Biotech Corp., a Nevada corporation (the “Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to the number of shares of its common stock, par value $0.01 per share (the “Common Stock”), shown above (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and from time to time on or original issue date indicated above (the “Original Issue Date”) and through and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and conditions:

This Warrant is being issued pursuant to a Loan Agreement, ratified by the Board Resolution dated May 1, 2018 (the “LA”), by and between the Company, the Initial Holder and the other parties thereto.

1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the LA.

2. List of Warrant Holders. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

4. Exercise and Duration of Warrant.

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Sections 4 and 10 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. Subject to Section 11 hereof, at the Expiration Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b) The Holder may exercise this Warrant by delivering to the Company: (i) completed and duly signed facsimile copy of the exercise notice, in the form attached hereto (the “Exercise Notice”), and, unless electing to exercise pursuant to the cashless exercise procedure specified in Section 4(c), (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) trading days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases; provided that the records of the Company, absent manifest error, will be conclusive with respect to the number of Warrant Shares purchasable from time to time hereunder. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(c) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

(d)

Under no circumstances will the Company be required to net cash settle the Warrants, the exercise of the Warrants or the Common Stock issuable upon the exercise of the Warrants.

(e)

The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, the Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliate) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of the determination. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

5. Delivery of Warrant Shares.

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise, which certificate shall include the appropriate restrictive legends. “Trading Day” shall mean a date on which the Company’s

Common Stock trades on its principal trading market. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Warrant Shares constitute restricted or control securities and the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(c) If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have the right to rescind such exercise.

6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise

unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

9. Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Merger Sale, Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto.

(b) Other Events. In the event that the Company (or any Subsidiary thereof) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 9 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and implement an appropriate adjustment in the number of Warrant Shares (if applicable) so as to protect the rights of the Holder; provided, however, that no such adjustment pursuant to this paragraph will change the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 9.

10. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.

11. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in the LA.

12. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

13. Miscellaneous.

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County of New York, New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

(f) No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


EASTGATE BIOTECH CORP.

By:
	Name: Anna Gluskin
	Title: CEO

EASTGATE BIOTECH CORP.

EXERCISE NOTICE

RE: Warrant Certificate Number: 120-12A

Ladies and Gentlemen:

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to __________________________ shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) Payment shall take the form of (check applicable box):

[__] in lawful money of the United States; or

(3) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.


Dated:			HOLDER:


			OMAR AHMAD

			By:

			Title:

EASTGATE BIOTECH CORP.

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

RE: Warrant Certificate Number: 120-12A

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.


Dated:			TRANSFEROR:


			Print name

			By:

			Title:

			TRANSFEREE:


			Print name

			By:

			Title:
WITNESS:
			Address of Transferee:

Print name

EX-10 4 warrantagreementomarahmad27m.htm EASTGATE EXHIBIT 10.1 EastGate Exhibit 10.1

EASTGATE BIOTECH CORP.

COMMON STOCK PURCHASE WARRANT


Holder: OMAR AHMAD
Certificate Number: 120-11A	Original Issue Date: May 19, 2018
	No. of Shares Subject to Warrant: 27,000,000 (9,000,000 shares issued on May 19, 2018; 9,000,000 shares issued on June 19, 2018 and 9,000,000 shares issued on July 19, 2018
	Exercise Price Per Share: $ 0.0045
	Expiration Time: 5:00 p.m., New York time, on May, 2021

1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the LA.

Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

4. Exercise and Duration of Warrant.

(c) The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

(d)

Under no circumstances will the Company be required to net cash settle the Warrants, the exercise of the Warrants or the Common Stock issuable upon the exercise of the Warrants.

(e)

5. Delivery of Warrant Shares.

certificate shall include the appropriate restrictive legends. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Warrant Shares constitute restricted or control securities and the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

8. Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

13. Miscellaneous.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


EASTGATE BIOTECH CORP.

By:
	Name: Anna Gluskin
	Title: CEO

EASTGATE BIOTECH CORP.

EXERCISE NOTICE

RE: Warrant Certificate Number: 120-11A

Ladies and Gentlemen:

(2) Payment shall take the form of (check applicable box):

[__] in lawful money of the United States; or

(3) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.


Dated:			HOLDER:


			OMAR AHMAD

			By:

			Title:

EASTGATE BIOTECH CORP.

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

RE: Warrant Certificate Number: 120-11A


Dated:			TRANSFEROR:


			Print name

			By:

			Title:

			TRANSFEREE:


			Print name

			By:

			Title:
WITNESS:
			Address of Transferee:

Print name