Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

          

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01          Other Events

On April 16, 2018, we were notified that a judgment had been entered against Entia Biosciences, Inc. (“Entia”), pursuant to a lawsuit filed against us by “Elite Business Development Services LLC,” (“Elite”), an Oregon limited liability company formed by a former Entia employee, Devin Andres.   For the sum of $1.00, Elite had arranged to become an assignee of a $50,000 note held by Mark Wolf.  Although we disputed the ownership of the note due to a prior agreement between Entia and Wolf, the court ruled in favor of Elite, and entered a judgment in the amount of $86,349 plus interest.  That judgment was paid in full by us on April 19, 2018 and we anticipate that a Satisfaction of Judgment will be entered in due course.

This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as the timing of payments under the Settlement Agreement. Forward-looking information is based on management’s estimates, assumptions and projections, and is subject to significant uncertainties and other factors, many of which are beyond Entia’s control.  Important risk factors could cause actual future results and other future events to differ materially from those currently estimated by management.  Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s actual results could differ materially from those contained in forward-looking statements due to a number of factors, including the statements under “Risk Factors” found in the Company’s Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q on file with the Securities and Exchange Commission.

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