UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 3
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ANNUAL REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014.
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OR
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TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to _______.
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000-52864
(Commission file number)
Entia Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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26-0561199
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(State or other jurisdiction
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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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. 3 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 corrects errors in the signature page of the Amendment No. 2 to the Annual Report on Form 10-K/A filed on August 31, 2015 concerning our new President and CEO, Carl J. Johnson.
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.
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage
of Class (1)
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Total officers and directors
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(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
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Exhibit Number
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Description of Exhibit
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Filed Herewith
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Form
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Exhibit
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Filing Date
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31.1
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31.2
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32.1
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X
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32.2
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X
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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/A3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Sherwood, Oregon on this 1st day of September, 2015.
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ENTIA BIOSCIENCES, INC.
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By:
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/s/ Carl Johnson
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Carl Johnson
President and Chief Executive Officer
(Principal Executive Officer)
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In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K/A3 has been signed below by the following persons on behalf of the registrant in the capacities indicated below on this 1st day of September, 2015.
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Signature
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Title
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/s/ Carl J. Johnson
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Chief Executive Officer, President, Director
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Carl J. Johnson
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(Principal Executive Officer)
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/s/ Philip A. Sobol, M.D.
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Director
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Philip A. Sobol, M.D.
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/s/ Elliot L. Shelton, Esq.
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Director, Secretary
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Elliot A. Shelton, Esq.
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/s/ Marvin S. Hausman, M.D.
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Chief Science and Technology Officer, Acting Chief Financial Officer, Chairman of the Board
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Marvin S. Hausman, M.D.
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(Principal Financial and Accounting Officer)
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Exhibit 31.1
CERTIFICATION
I, Carl J. Johnson, Chief Executive Officer of Entia Biosciences, Inc., certify that:
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I have reviewed this Amendment No. 3 to Annual Report on Form 10-K of Entia Biosciences, Inc;
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: September 1, 2015
By: /s/ Carl J. Johnson
Chief Executive Officer, President
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Marvin S. Hausman, Acting Chief Financial Officer of Entia Biosciences, Inc., certify that:
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I have reviewed this Amendment No. 3 to Annual Report on Form 10-K of Entia Biosciences, Inc;
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: September 1, 2015
By: /s/ Marvin S. Hausman, M.D.
Acting Chief Financial Officer
(Principal Financial and Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 3 to the Annual Report on Form 10-K of Entia Biosciences, Inc. (the “Company”) for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Carl J. Johnson, Chief Executive Officer and of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2014.
Dated: September 1, 2015
By: /s/ Carl J. Johnson
Chief Executive Officer, President
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 3 to the Annual Report on Form 10-K of Entia Biosciences, Inc. (the “Company”) for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marvin S. Hausman, M.D., Acting Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the fiscal year ended December 31, 2014.
Dated: September 1, 2015
By: /s/ Marvin S. Hausman, M.D.
Acting Chief Financial Officer
(Principal Financial and Accounting Officer)
Entia Biosciences (CE) (USOTC:ERGO)
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