From December 22, 2014 through December 29, 2014, Eastgate Biotech Corp. (the "Company") consummated an offering (the "Offering") of an aggregate of 8,125,000 units of its securities (the "Units"), with each Unit consisting of one share of common stock, par value $0.00001 per share (the "each, a "Share", and collectively, the "Shares"), and a 5 year warrant (each, a "Warrant" and collectively, the "Warrants") to purchase one share of common stock at an exercise price of $0.04 per share (each, a "Warrant Share", collectively, the "Warrant Shares" and, together with the Units, the Shares and the Warrants, the "Securities").   The Warrants may be exercised on a cashless basis in the event that there is no effective registration statement registering the resale of the Warrant Shares.   Each Unit was sold at a purchase price of $0.04 per Unit and the Company received an aggregate of $325,000 in proceeds from the sale of the Units.  The issuance of the Securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of the provisions of Section 4(a)(2) and Regulation D (Rule 506) thereunder, and the corresponding provisions of state securities laws.

The foregoing descriptions of the Offering, the Securities, the Units and the Warrants do not purport to be complete and are qualified in their entirety by reference to the complete texts of the Form of Subscription Agreement and Form of Warrant, which the Company shall file as exhibits to its annual report on Form 10-K for the fiscal year ending December 31, 2014.