UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549







FORM 10-K/A


Amendment No. 2








x
ANNUAL REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2014.ORo
TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______ to _______.





000-52864


(Commission file number)










Entia Biosciences, Inc.


(Exact name of registrant as specified in its charter)





Nevada
26-0561199(State or other jurisdiction
(IRS Employerof incorporation or organization)
Identification No.)





13565 SW Tualatin-Sherwood Rd, Sherwood, OR 97140


(Address of principal executive offices)





(509) 427-5132


(Registrant’s telephone number)





(Former name, former address and former fiscal year, if changed since last report)





Securities registered pursuant to Section 12(b) of the Act:


None





Securities registered pursuant to Section 12(g) of the Act:


Common Stock, $0.001 par value










Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES  o  NO  x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES o NO x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x  NO o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x  NO o





Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):





Large accelerated filer o      Accelerated filer o      Non- accelerated filer o      Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES o  NO x





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 30, 2015 is $2,166,008 based on the stock market price of the company’s shares on June 30, 2014.  Shares of common stock held by each officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock, if any, have been excluded in that such persons may be deemed to be affiliates of the registrant.  The determination of affiliate status is not necessarily a conclusive determination for any other purpose.


Number of shares outstanding of the issuer’s common stock as of March 30, 2015: 16,709,309 shares.





DOCUMENTS INCORPORATED BY REFERENCE


None.




Explanatory Note
  This Amendment No. 2 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K filed by Entia Biosciences, Inc. on March 30, 2015 (the “Original Annual Report”) and the Amendment No. 1 to the Annual Report on Form 10-K/A filed on July 27, 2015 corrects errors in the table appearing in Part III, Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  The aggregate market value of the voting and nonvoting common equity held by non-affiliates on this page of the Form 10-K/A2 was modified from the Original Annual Report as well.
 Except as described above, the remainder of the Original Annual Report is unchanged and this Amendment does not reflect any event occurring after the date of the Original Annual Report.





PART III





Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table presents information, to the best of our knowledge, about the ownership of our common stock on March 30, 2015 relating to those persons known to beneficially own more than 5% of our capital stock and by our named executive officers and directors. The percentage of beneficial ownership for the following table is based on 16,709,309 shares of common stock outstanding





Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose.  Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power.  It also includes shares of common stock that the stockholder has a right to acquire within 60 days after March 31, 2015 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Entia Biosciences, Inc.’s common stock.





Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percentage

of Class (1)Hausman (2)

6,392,730 shares


34.5
%Andres (3)

1,571,354 shares


8.9
%Sobol (4)

997,841 shares


5.7
%Shelton (5)

476,250 shares


2.8
%DGI (6)

3,150,399 shares


16.7
%Total officers and directors

9,438,175 shares


45.5
%


(1) These percentage figures are based upon 16,709,309 shares of our common stock outstanding as of March 30, 2015.  Except as otherwise noted in these footnotes, the nature of beneficial ownership for shares reported in this table is sole voting and investment power.





(2) Marvin Hausman’s holdings include 4,157,200 shares of common stock, 14,625 shares of preferred stock that converts to 10 shares of common per preferred at $5.00 per share, a non-statutory stock option to purchase 138,900 shares at $0.40 per share issued on October 28, 2011, a non-statutory stock option to purchase 200,000 shares at $0.40 per share issued on June 21, 2013, a non-statutory stock option to purchase 175,000 shares at $0.40 per share issued on September 29, 2014, an eight year warrant to purchase 12,500 shares at $0.40 per share issued on December 30, 2009, a thirteen year warrant to purchase 138,900 shares at $0.36 per share issued on October 28, 2011, a thirteen year warrant to purchase 500,000 shares exercisable at $0.40 per share issued on October 28, 2011, an eight year warrant to purchase 100,000 shares at $0.40 per share issued on December 20, 2011 in conjunction with extending a convertible note payable, a ten year warrant to purchase 400,000 shares at $0.40 issued on June 21, 2013 and a six year warrant to purchase 7,313 shares at $0.40 issued on October 16, 2013.  Dr. Hausman’s holdings of 6,392,730 fully diluted shares also include 350,000 common shares owned by Northwest Medical Research Partners Inc., which is controlled by Marvin S. Hausman, M.D. and 66,667 of 100,000 shares owned by MSH Ventures, Inc., in which Dr. Hausman has an equity interest of 66.66%.  This number does not include 154,400 shares of common stock owned by the adult children of Marvin S. Hausman, M.D.





(3) Devin Andres’ holdings include 621,671 shares of common stock, an eight year warrant to purchase 5,000 shares of common stock at $0.40 per share issued on January 1, 2010 a thirteen year warrant to purchase 108,342 shares at $0.36 per share issued on October 28, 2011, a thirteen year warrant to purchase 350,000 shares exercisable at $0.40 per share issued on October 28, 2011, a ten year warrant to purchase 150,000 shares at $0.40 issued on June 21, 2013, a non-statutory stock option to purchase 108,342 shares at $0.40 per share issued on October 28, 2011, a non-statutory stock option to purchase 5,000 shares at $0.40 per share issued on June 29, 2011, a non-statutory stock option to purchase 25,000 shares at $0.38 per share issued on February 20, 2013, a non-statutory stock option to purchase 150,000 shares at $0.40 per share issued on June 21, 2013 and a non-statutory stock option to purchase 47,999 shares at $0.40 per share issued on September 29, 2014.










(4) Phil Sobol’s holdings include 81,667 shares of common stock, 19,338 shares of preferred stock that converts to 10 shares of common per preferred at $5.00 per share, an eight year warrant to purchase 12,500 shares at $0.40 per share issued on December 30, 2009, a ten year warrant to purchase 100,000 shares at $0.60 per share granted on December 20, 2011, a five year warrant to purchase 150,000 shares at $0.55 granted on May 17, 2012, a five year warrant to purchase 100,000 out of 150,000 shares at $0.40 per share issued on June 29, 2012 a five year warrant to purchase 10,000 shares at $0.45 issued on July 1, 2013, a seven year warrant to purchase 150,000 at $0.45 issued on June 21, 2013, a three year warrant to purchase 9,669 shares at $1.00 share issued on October 16, 2013, a seven year warrant to purchase 20,000 shares at $0.65 issued on December 13, 2013, a five year warrant to purchase 15,000 shares at $0.30, a seven year warrant to purchase 5,625 vested shares out of 15,000 shares at $0.20 pursuant to a promissory note and a non-statutory stock option to purchase 100,000 shares at $0.85 issued on January 24, 2011.  Dr. Sobol also has 50,000 shares of stock that can be converted pursuant to an extension of a promissory note entered into during November 2014.





(5) Elliot Shelton’s holdings include 126,250 shares of common stock, 100,000 shares of common stock issuable upon exercise of vested non-statutory stock options exercisable at $0.85 per share granted on January 24, 2011, a five year warrant to purchase 100,000 out of 150,000 at $0.40 issued on June 29, 2012 and a seven year warrant to purchase 150,000 shares at $0.45 granted on June 21, 2013.





(6) Delta Group Investments, LTD’s (DGI) holdings include 991,532 shares of common stock, a five year warrant to purchase 1,790,117 shares at $0.01 granted on December 31, 2014 in exchange for conversion of a promissory note plus accrued interest in the amount of $388,927 and a five year warrant to purchase 368,750 shares at $0.01 issued on December 31, 2014.  DGI’s address is Room 2204, 22F, Shun Tak Centre, West Tower 200 Connaught Road Central, Hong Kong.




Item 15.   Exhibits, Financial Statement Schedules.





The following information required under this item is filed as part of this report:





(a)(3)  Exhibits





Exhibit Number
Description of Exhibit
Filed Herewith
Form
Exhibit
Filing Date31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
X31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
X32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
X32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
X










SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, the registrant caused this Annual Report on Form 10-K/A2 to be signed on its behalf by the undersigned, thereunto duly authorized, in Portland, Oregon on this 31st day of August, 2015.





ENTIA BIOSCIENCES, INC.By:
/s/ Carl JohnsonCarl Johnson

President and Chief Executive Officer

(Principal Executive Officer)





In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K/A2 has been signed below by the following persons on behalf of the registrant in the capacities indicated below on this 31st day of August, 2015.





Signature

Title/s/ Carl Johnson

Chief Executive Officer,  Acting Chief Financial Officer, Chairman of the Board, DirectorMarvin Hausman, M.D.

(Principal Executive Officer)/s/ Philip A. Sobol, M.D.

DirectorPhilip A. Sobol, M.D./s/  Elliot L. Shelton, Esq.

Director, SecretaryElliot A. Shelton, Esq./s/ Marvin S. Hausman, M.D.

Chief Technology and Scientific Officer, Acting Chief Financial Officer, Chairman of the BoardMarvin Hausman, M.D.

(Principal Financial and Accounting Officer)