Entia Biosciences (ERGO) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Entia Biosciences, Inc

(Name of Registrant as Specified In Its Charter)

___________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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13565 SW Tualatin-Sherwood Rd

Suite 800

Sherwood, Oregon 97140

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 16, 2014

To the Stockholders of Entia Biosciences, Inc.:

Please take notice that the Annual Meeting of Stockholders (the “Annual Meeting”) of Entia Biosciences, Inc., a Nevada corporation (“Entia”), will be held on Tuesday, December 16, 2014 at 2:00 p.m. Pacific Standard Time, at the Entia Biosciences executive offices, 13565 SW Tualatin-Sherwood Road #800, Sherwood, OR, 97140 for the following purposes:

1.

To elect a Board of three (3) directors, to serve until the 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

2.

To consider and act upon such other matters as may properly come before the Annual Meeting and any adjournment thereof.

Only stockholders of record, as shown on the transfer books of Entia, at the close of business on October 15, 2013 will be entitled to notice of and to vote at the Annual Meeting or at any adjournment thereof.  A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for a proper purpose during normal business hours at our executive offices for a period of at least 10 days preceding the Annual Meeting.

Whether or not you expect to be present, please sign, date and return the enclosed proxy sheet in the enclosed pre-addressed envelope as soon as possible.  No postage is required if the enclosed envelope is used and mailed in the United States.

	By Order of the Board of Directors
		/s/Marvin S. Hausman, M.D.
		Marvin S. Hausman M.D. Chief Executive Officer
Sherwood, Oregon
Date:  November 7, 2014

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE.

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ENTIA BIOSCIENCES, INC.

13565 SW Tualatin-Sherwood Rd #800

Sherwood, Oregon 97140

PROXY STATEMENT

Date, Time and Place of Meeting

The enclosed proxy is solicited on behalf of the Board of Directors of Entia Biosciences, Inc. for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, December 16, 2014 at 2:00 p.m. Pacific Standard Time, at the Entia Biosciences executive offices, at 13565 SW Tualatin-Sherwood Road #800, Sherwood, OR, 97140, or at any adjournments or postponements of the Annual Meeting, for the purposes set forth in the notice attached to this proxy statement.  This proxy statement and accompanying proxy card are first being mailed to you on or about November 7, 2014.

GENERAL INFORMATION ABOUT VOTING

Record Date, Outstanding Shares, Quorum and Voting

You can vote your shares of common stock if our records show that you owned your shares on October 15, 2014, the record date.  At the close of business on the record date, 10,551,724 shares of common stock were outstanding and entitled to vote as well as 207,807 shares of Series A Preferred Stock outstanding entitled to vote an additional 2,078,000 shares for a total of 12,629,724 shares entitled to vote at the Annual Meeting .  Each share of common stock outstanding as of the record date is entitled to one vote.

You are urged to sign, date and promptly return the enclosed proxy card in the enclosed envelope.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by Marvin S. Hausman, M.D. our Chief Executive, Chairman and Acting Principal Accounting and Financial Officer.  He will also determine whether a quorum is present.  In the event of any abstentions or broker non-votes with respect to any proposal coming before the Annual Meeting, the proxy will be counted as present for purposes of determining the existence of a quorum.  Abstentions and broker non-votes typically will not be counted for purposes of approving any of the matters to be acted upon at the Annual Meeting.  A broker non-vote generally occurs when a broker or nominee who holds shares in street name for a customer does not have authority to vote on certain non-routine matters because its customer has not provided any voting instructions on the matter.  Therefore, abstentions and broker non-votes generally have no effect under Nevada law with respect to the election of directors or other matters requiring the approval of only a majority of the shares of common stock present and voting at the meeting.

Business may be transacted at the Annual Meeting if a quorum is present.  A quorum is present at the Annual Meeting if holders of a majority of the shares of common stock entitled to vote are present in person or by proxy at the Annual Meeting.  If you sign and return your proxy card, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote on any of the proposals listed on the proxy card.  

If your shares are held in the name of a nominee, and you do not tell the nominee how to vote your shares (a "broker non-vote"), the nominee can vote them as it sees fit only on matters that are determined to be routine, and not on any other proposal.  Broker non-votes will be counted as present to determine if a quorum exists but will not be counted as present and entitled to vote on any non-routine proposal.  Proposal 1 is considered a routine proposal.

It is important that your proxy be returned promptly and that your shares be represented.  You are urged to sign, date and promptly return the enclosed proxy in the enclosed envelope.

Solicitations and Voting of Proxies

When proxies are properly dated, executed, and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the stockholders.  If not otherwise instructed, the shares represented by each valid returned Proxy in the form accompanying this proxy will be voted in accordance with the recommendation of the Board of Directors with respect to each matter submitted to the stockholders for approval, and at the discretion of the proxy holders, upon such other business as may properly come before the Annual Meeting (including any proposal to adjourn the Annual Meeting) and any adjournment thereof.  The matters described in this Proxy Statement are the only matters we know will be voted on at the Annual Meeting.  If other matters are properly presented at the Annual Meeting, the proxyholders will vote your shares in accordance with the recommendations of management.

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Please follow the instructions on the enclosed Proxy card to vote on each proposal to be considered at the Annual Meeting.  If you sign and date the proxy card and mail it back to us in the enclosed envelope, the proxyholders named on the proxy card will vote your shares as you instruct.  If you sign and return the Proxy card but do not vote on a proposal, the proxyholders will vote your shares "for" such proposal or, in the case of the election of directors, vote "for" election to the Board of Directors of all the nominees presented by the Board of Directors.

Revocability of Proxies

Any person signing a Proxy in the form accompanying this Proxy Statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy.  A Proxy may be revoked (i) by a writing delivered as detailed below stating that the proxy is revoked, (ii) by a subsequent Proxy that is signed by the person who signed the earlier proxy and is presented at the Annual Meeting, or (iii) by attendance at the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy).  Please note, however, that if a stockholder's shares are held of record by a broker, bank or other nominee and that stockholder wishes to vote at the Annual Meeting, the stockholder must bring to the Annual Meeting a letter from the broker, bank or other nominee confirming that stockholder's beneficial ownership of the shares.  Any written notice of revocation or subsequent proxy should be delivered to Entia Biosciences, Inc., Attention: Board of Directors, 13565 SW Tualatin-Sherwood Rd, OR 97140, or hand-delivered to the Chief Executive Officer of Entia Biosciences, Inc. at or before the taking of the vote at the Annual Meeting.

Expenses of Solicitation

We will bear the entire cost of solicitation, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy and any additional solicitation materials furnished to you.  We will reimburse our transfer agent for its out-of-pocket expenses.  We may also reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding voting information to the beneficial owners. We estimate that all of the foregoing costs will approximate $2,000.  In addition to sending you these materials, some of our employees may contact you by telephone, by mail, or in person.  We will not pay our employees additional compensation for contacting you.

Delivery of Proxy Material to Security Holders Sharing an Address

We will only deliver one set of proxy material to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders.  We will promptly deliver a separate copy of this Proxy Statement and future stockholder communication documents to any stockholder at a shared address to which a single copy of this Proxy Statement was delivered, or deliver a single copy of this Information Statement and future stockholder communication documents to any stockholder or stockholders sharing an address to which multiple copies are now delivered, upon written or oral request to the following address:

Entia Biosciences, Inc., 13565 SW Tualatin-Sherwood Rd. #800 Sherwood, Oregon, 97140 Tel.  (503) 974-0122.

Stockholders may also address future requests regarding delivery of proxy material by contacting us at the address listed above.

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors

Our business is managed under the direction of our Board of Directors.  The Board of Directors has designated as nominees for re-election all three directors currently serving on the Board as well as current officers.   See "Nominees for Director" below for profiles of the nominees.  After the election of the directors at the Annual Meeting, our Board will have three directors.

The Board believes that re-electing these incumbent directors will promote stability and continuity and expects that such directors will continue making substantial contributions to our company by virtue of their familiarity with, and insight into, our affairs accumulated during their tenure.

All of the nominees have indicated a willingness to continue serving as directors if elected, but if any of them should decline or be unable to act as a director, the proxy holders will vote for the election of another person or persons as the Board of Directors recommends.  We have no reason to believe that any nominee will be unavailable.

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Nominees to the Board

The director nominees, and their ages as of the date of the Annual Meeting, their positions at Entia Biosciences, and the period during which they have served as a director are set forth in the following table and paragraphs:

Name	Age	Position	Served as Director Since
Marvin S. Hausman MD	73	Chief Executive Officer and Chairman	2008
Philip A. Sobol MD	59	Director	2008
Elliot L. Shelton Esq.	64	Director	2008

Directors and Executive Officers

Name	Age	Position
Marvin S. Hausman, MD	73	Chief Executive Officer and Chairman since August 28, 2008, Acting Principal Accounting and Financial Officer
Elliot L. Shelton, Esq.	64	Secretary, Director since August 28, 2008.
Devin Andres	39	Vice President for Marketing and Sales since October 22, 2010 Chief Operating Officer since March 12, 2013
Philip A. Sobol, MD	59	Director since August 28, 2008.

Biography of Marvin S. Hausman M.D., Chairman and CEO

Dr. Hausman received his M.D. degree from New York University School of Medicine in 1967 and is a Board-Certified Urological Surgeon.  He has over 30 years of drug development and clinical care experience at various pharmaceutical companies, including working in conjunction with Bristol-Myers International, Mead-Johnson Pharmaceutical Co., and E.R. Squibb.

Dr. Hausman served on the board of directors of OXIS International, Inc. from March 2002 to November 2003.  Subsequently, Dr. Hausman was re-appointed to the board of directors of OXIS in August 2004.  On December 10, 2004, the board of directors appointed Marvin S. Hausman, M.D. to serve as Chairman of the Board, Acting Chief Executive Officer and Acting Chief Financial Officer of OXIS.  In February 2005, Dr. Hausman ceased to be the Chief Executive Officer of OXIS.  In September 2006, Dr. Hausman was again appointed to serve as President and Chief Executive Officer by the board of directors of OXIS.  In June 2008, Dr. Hausman resigned as President, Chief Executive Officer, Acting Principal Accounting and Financial Officer and Chairman of the Board of OXIS International, Inc. and as a director.  Dr. Hausman served as a director and as Chairman of the Board of Axonyx Inc., a biotechnology company developing drugs for Alzheimer’s disease, from 1997 until the merger of Axonyx into Torrey Pines Therapeutics in October 2006, and had served as President and Chief Executive Officer of Axonyx from 1997 until September 2003 and March 2005, respectively.  Dr. Hausman was a co-founder of Medco Research Inc., a pharmaceutical biotechnology company specializing in adenosine products which was subsequently acquired by King Pharmaceuticals.  He has also served as a director of Arbios Technologies, Los Angeles, CA from 2003-2005 and of Regent Assisted Living, Inc., Portland, OR, from 1996-2001.

Dr. Hausman has done residencies in General Surgery at Mt. Sinai Hospital in New York, and in Urological Surgery at U.C.L.A. Medical Center in Los Angeles. He also worked as a Research Associate at the National Institutes of Health, Bethesda, Maryland. He has been a Lecturer, Clinical Instructor and Attending Surgeon at the U.C.L.A. Medical Center Division of Urology and Cedars-Sinai Medical Center, Los Angeles. He has been a Consultant on Clinical/ Pharmaceutical Research to various pharmaceutical companies, including Bristol-Meyers International, Mead-Johnson Pharmaceutical Company, Medco Research, Inc., and E.R. Squibb.

Dr. Hausman is President of Northwest Medical Research Partners, Inc. a firm specializing in the identification and acquisition of breakthrough pharmaceutical and nutraceutical products and which has assigned certain intellectual property to Entia in consideration for 350,000 shares of the Company’s common stock.  

Dr. Hausman’s experience as a medical doctor who also has extensive experience with pharmaceutical and biotechnology companies, both as an executive and as a director, served as a basis for his qualification to be a member of our board of directors.

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Biography of Philip A. Sobol, M.D., Director

Dr. Sobol has served on our board of directors since August 2008.  Dr. Sobol is a practicing Orthopedic Surgeon who is the managing director of Sobol Orthopedic Medical Group, Inc., of Southern California.  Dr. Sobol is certified by the American Board of Orthopedic Surgery and a Fellow of the American Academy of Orthopedic Surgery.  From June 2007 to April 2010 Dr. Sobol served as a director of Cordex Pharma, Inc., formerly named Duska Therapeutics, Inc.  Since 2004 he has been a member of S&B Surgery Center Board of Directors, and from 1984 until 1993 he was an Assistant Clinical Professor at the University of Southern California.  Dr. Sobol received his BA degree from the University of Rochester, Rochester, New York and a Medical Doctorate degree from the University of Southern California, Los Angeles, California.  Dr. Sobol’s experience as a medical doctor who also has experience with early stage companies and drug development was the basis for his appointment as a director of our company.

Biography of Devin Andres, Chief Operating Officer and Vice President

Devin Andres was appointed as Vice President on October 22, 2010 and was appointed Chief Operating Officer on March 12, 2013.  Devin Andres has been compensated as a consultant to Entia from January 1, 2010 until October 28, 2011 at which time he committed to an employment agreement related to managing the day-to-day operations, developing and integrating core business processes, building market position for Entia through product, brand and channel development as well as locating, developing, and defining strategic business positions that maximize opportunities for Entia and Entia products. 

Mr. Andres founded Simplenet Information Systems in 2000 and has developed extensive experience within the Information Technology and marketing fields.  Mr. Andres successfully negotiated design, development, and support contracts on behalf of  Simplenet with various companies including Equant (now Orange Business System), Dell, whereby, Mr. Andres consulted on projects for companies such as Lufthansa Airlines, Continental Airlines, Adidas, MasterCard, Evergreen Aviation Inc, and various others.  Mr. Andres also served as the Director of Information Technology & Marketing for Willamette Autogroup Pontiac Buick GMC in Salem, Oregon from September 2004 to March 2010. 

Mr. Andres received a Master of Business Administration from Capella University, Minneapolis, Minnesota in August 2009 and a Bachelor of Science, Information Technologies – Network Communications from Capella University in March 2008.  Mr. Andres’ experience with information technology and marketing was the basis for his appointment as a director.

Biography of Elliot L. Shelton, Director

Mr. Shelton has served on our board of directors since August 2008.  Mr. Shelton received his law degree from Pepperdine University in 1975 and from 1975 until the present has practiced law in the State of California.  He has been Of Counsel, from September 1998 to date, to Fenigstein and Kaufman, a Professional Corporation, and the President of Elliot L. Shelton, a Professional Corporation.  From 1999 to the present, he has been President and Director of the Assisted Living Foundation of America, a non-profit corporation. Mr. Shelton has worked as a partner in several law firms, including Mitchell, Silberberg & Knupp; Shea & Gould and, Gold; Marks, Ring & Pepper.  Mr. Shelton’s experience as an attorney with a corporate related practice served as the basis for his appointment as a director of our company.

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Transactions with Related Parties

Entia did entered into the following transactions involving the lesser of $120,000 or $5,470 (1% of the average of our total assets at year end for the last two completed fiscal years) since the beginning of our last fiscal year ending December 31, 2013 with our officers and directors or other related party.

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Entia entered into a promissory note with a board member during 2012, for a 6% note for $75,000 maturing on December 31, 2013.  These notes plus accrued interest of $11,812 were converted on June 4, 2013, into Series A Preferred stock at $5.00 per share.

On June 11, 2013 Marvin S. Hausman, M.D., President, CEO, Chairman and Acting CFO of Entia Biosciences, Inc. and Philip Sobol, M.D., a director of Entia each converted their 50% interest in a promissory note issued on December 30, 2009 in the principal amount of $50,000 plus accrued interest in the amount of $10,250 into 6,025 shares of Series A preferred stock at $5.00 per share of preferred stock.  In addition, Dr. Hausman converted $50,000 in accounts payable to him by Entia for travel and related out of pocket expenses into an additional 10,000 shares of preferred stock for a total of 16,025 shares of Series A preferred stock issued to Dr. Hausman.  Dr. Sobol also converted a promissory note dated May 17, 2012 in the principal amount of $25,000 and accrued interest in the amount of $1,565 into 5,313 shares of preferred stock for a total of 11,338 shares of Series A preferred stock issued to Dr. Sobol.

On June 11, 2013 Philip Sobol, M.D., a director of Entia Biosciences, Inc. loaned Entia $40,000 in return for a promissory note in the principal amount of $40,000 with no interest to accrue until the maturity date of July 1, 2013 and in return for the issuance of a five year common stock purchase warrant to purchase 10,000 shares of Entia common stock exercisable at $0.45 per share.  The loan was repaid in full on June 25, 2013.

On July 12, 2013, Entia issued 131,579 shares of common stock as payment for $50,000 of accrued compensation to Marvin S. Hausman, M.D., chief executive officer, acting CFO and Chairman.  The shares were valued at $0.38 per share.

On July 11, 2013 we issued a seven year common stock purchase warrant to purchase 400,000 shares of common stock at $0.45 per share as partial payment for accrued compensation to Marvin S. Hausman, M.D., chief executive officer, acting CFO and Chairman.

On December 17, 2013, Entia Biosciences entered into a Promissory Note with Philip Sobol, M.D., a member of the board of directors of Entia, under which Dr. Sobol is lending Entia $40,000 with no interest with a maturity date of March 30, 2014.  The note was secured by an invoice receivable in the amount of $44,198 and the maturity date of the note was accelerated upon full payment of that invoice and the note was paid off prior to June 30, 2014.  The note was convertible into common stock at $0.65 per share during the term of the note.  In conjunction with the note, Dr. Sobol was issued a common stock purchase warrant to purchase 20,000 shares of common stock at $0.65 per share, which warrants vested on March 30, 2014.

Information Concerning the Board of Directors and Committees Thereof

The Board of Directors of Entia Biosciences has not constituted any audit, nominating, compensation, governance or other board committees.  The functions of such committees are performed by the Board of Directors, given that we only have three directors, of which only one is an independent director.

The Board of Directors considers director nominees based on the need to fill vacancies or to expand the Board, and also considers need to fill particular roles on the Board (e.g. independent director, financial expert, etc.) and evaluate candidates in accordance with its policies regarding director qualifications, qualities and skills.  The Board of Directors does not currently have a policy with regard to the consideration of any director candidates recommended by stockholders.  Given that Entia Biosciences is a small development stage corporation, the Board of Directors has not deemed it timely to create board committees and develop policies with regard to stockholder nomination of director candidates.  

We do not have a compensation committee, however, executive compensation issues are decided by the non-officer directors.

During the year ended December 31, 2014, the Board of Directors met by telephone three times, but also acted through unanimous written consents.

Code of Ethics

We have not adopted a Code of Ethics for the Board nor any salaried employees.

Director Independence

Our Board of Directors has determined that one of our three directors are currently “independent directors” as that term is defined in Rule 4200(a)(15 ) of the Marketplace Rules of the National Association of Securities Dealers.  We are not presently required to have a majority of independent directors.  If we ever become a listed issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements relating to director independence.

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Stockholder Communications with the Board of Directors

We have not provided a formal process related to stockholder communications with the Board of Directors.  Any stockholder who desires to contact the Board of Directors or specific members of the Board may do so by writing to: The Board of Directors, Entia Biosciences, Inc., 13565 SW Tualatin-Sherwood Rd #800, Sherwood, Oregon 97140.

Compliance Under Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC.  Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors concerning the fiscal year ended December 31, 2013, the following officers and directors failed to timely to report changes in ownership:  Dr. Hausman failed to timely file a Form 4 reporting his acquisition of shares of common stock on July 12, 2013, but later reported the acquisition in a Form 4 on July 22, 2013.  Marvin Hausman also failed to timely file a Form 4 reporting his acquisition of common stock purchase warrants and incentive stock options, but later reported the acquisitions in a Form 4 on October 17, 2013.  Dr. Sobol failed to timely file a Form 4 reporting his acquisition of shares of common stock purchase warrants on July 11, 2013, but later reported the acquisition in a Form 4 on October 17, 2013.  Devin Andres failed to timely file a Form 4 reporting his acquisition of common stock purchase warrants and incentive stock options, but later reported the acquisitions in a Form 4 on October 17, 2013.

Executive Compensation.

The following table sets forth summary compensation information for the fiscal year ended December 31, 2013 and 2012 for our Chief Executive Officer who is also our Acting Chief Financial Officer, (our “Named Executive Officer”) who was appointed on August 28, 2008 and our Chief Operating Officer.  We did not have any other executive officers during the fiscal years ended December 31, 2013 and 2012 who received compensation in excess of $100,000.

Summary Compensation Table

									Non-
									Qualified
Name								Non-Equity	Deferred
and					Stock		Option	Incentive Plan	Compensation	All other
Principal		Salary		Bonus	Awards		Awards	Compensation	Earnings	Compensation
Position	Year	($)		($)	($)		($)	($)	($)	($)		($)
Marvin
Hausman
CEO, Dir	2013	$300,000	(1)	$-	$15,000	(2)	$79,814	$-	$-	$187,212	(3)	$ 582,026
Marvin
Hausman
CEO, Dir	2012	$150,000		$-	$15,000		$-	$-	$-	$102,488		$ 267,488
Devin
Andres
COO, VP	2013	$175,000	(4)	$-	$12,500	(5)	$69,036	$-	$-	$63,109	(6)	$ 319,645

(1)   $30,221 of this salary was paid during 2013 with the remaining $269,779 was accrued.  $224,811 was accrued between January and October 2013 under the terms of the Employment Agreement dated October 28, 2011, while the remaining $50,000 represented compensation for the months of November and December at $25,000 per month pursuant to the increase in the cash salary in the third year of the Employment Agreement from $300,000 to $350,000 per year.

(2)   The stock award was part of the employment agreement that stated $30,000 was to be paid in stock in four quarterly tranches over a one year period.  Half of these stock certificates, valued at $15,000, were issued in 2012 with the other half issued in 2013.  

(3)  All other compensation for 2013 includes the value of warrants vested from employment agreement valued at $164,162 and reimbursement for travel expenses of $23,050.

(4)  $86,687 of the salary was paid during 2013, $63,836 was accrued and $24,477 was paid in common stock.  

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(5)  The stock award was part of the employment agreement dated October 28, 2011.  Stock was issued for $25,000 with half of it being issued in 2012 and the remaining $12,500 issued in 2013.

(6)  All other compensation for 2013 includes the value of warrants vested from employment agreement.  The warrants were valued at $59,860 and the remaining $3,249 is from reimbursements of travel expenses.

We have an employment agreement with Marvin S. Hausman, M.D., our Named Executive Officer, dated October 28, 2011 pursuant to which Dr. Hausman was to be compensated as follows:  (1)  a base salary of $250,000 of which $120,000 was to be paid in cash and the remaining $130,000 to be paid in the form of $30,000 in common stock in four equal quarterly installments at $0.36 per share, and the first installment of 20,835 shares was issued on October 28, 2011, an option to purchase 138,900 shares at $0.47 per share, and a ten year warrant to purchase 138,900 shares at $0.36 per share; (2) as a retention incentive, a warrant to purchase 500,000 shares at $0.55 per share that vests monthly over three years, and (3) an annual bonus which Dr. Hausman may be awarded at the discretion of the board of directors based on his performance and the financial condition of the corporation.  Dr. Hausman will also receive employee benefits, including family health and dental insurance coverage and short and long term disability insurance coverage.  In addition, Dr. Hausman was issued 834,233 shares of common stock in lieu of cash for accrued consulting fees due to Dr. Hausman and out of pocket expenses incurred in the aggregate amount of $300,300.  The employment agreement is for a one year term automatically extending for additional one-year terms until terminated by either party.  The term of the agreement shall end immediately upon Dr. Hausman’s death, or upon his termination for cause, disability or his resignation for good reason.  In the case of Dr. Hausman’s death, all compensation under the agreement shall cease.  Entia or Dr. Hausman may elect not to renew the employment agreement by giving at least 60 days written notice prior to the termination date of the current term.  Upon termination for cause by Entia, after a cure period of at least 10 days, all compensation shall cease and all unvested equity compensation shall expire.  In the event Dr. Hausman terminates his relationship with Entia for “Good Reason,” as defined in the Employment Agreement, within six months of the occurrence of the event which established the “Good Reason,” or for “Good Reason” within six months  of a change of control, Dr. Hausman shall receive an amount equal to 12 months of base salary for the then current term.

After the initial one-year term, Dr. Hausman’s compensation increases by $50,000 per annum for the subsequent two terms.  Minimal compensation has been actually paid in correlation with his total salary.  His unpaid compensation is being accrued and is shown on the balance sheet as a current liability in accrued expenses.  All stock attributable to the employment agreement dated October 28, 2011 has been issued.

We do not maintain key-man life insurance for any our executive officers/directors.  We do not have any long-term compensation plans.

Stock Option Grants

On June 21, 2013, Dr. Hausman was granted 7-year stock options at $0.45 per share vesting immediately.  

Outstanding Equity Awards at Fiscal Year-Ending December 31, 2013

Outstanding Equity Awards at Fiscal Year-End
Options Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price $	Option Expiration Date	Number of Shares or Units Stock That Have Not Vested	Market Value of Shares Or Units that Have Not Vested (#)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, Or Other Rights That Have Not Vested ($)
(a)	(b)	( c)	(d)	( e)	(f)	(g)	(h)	(i)	(j)
Dr. Marvin
S. Hausman	138,900	-	-	$ 0.47	10/27/2021	-	-	-	-
Dr. Marvin
S. Hausman	200,000	-	-	$ 0.45	6/20/2020	-	-	-	-

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Potential Payments Upon Termination or Change in Control

Pursuant to his employment agreement dated October 28, 2011, Dr. Hausman would receive the following compensation following his resignation, retirement, or other termination of employment or following a change in control.   

Upon termination within one year after change of control Dr. Hausman shall receive payment of 12 months of his base salary, full vesting of his equity awards and shall continue his health coverage at a cost to himself equal to that of similarly situated employees for the rest of the current term of the agreement or at least 12 months.

In the event Dr. Hausman terminates his relationship with Entia for “Good Reason” within six months of the occurrence of the event which established the “Good Reason,” or for “Good Reason” within six months of a change of control, Dr. Hausman shall receive an amount equal to 12 months of base salary for the then current term.

We have not entered into any other compensatory plans or arrangements with respect to our named executive officer, which would in any way result in payments to such officer because of his resignation, retirement, or other termination of employment with us or our subsidiaries.

Director Compensation

		Fees			Non-Equity
		earned			Incentive	All
		or Paid in	Stock	Option	Plan	Other
		Cash	Awards	Awards	Compensation	Compensation		Total
Name	Year	($)	($)	($)	($)	($)		($)
Elliot Shelton	2013	$ -	$ -	$ -	$ -	$ 59,860	(1)	$ 59,860
Philip Sobol	2013	$ -	$ -	$ -	$ -	$ 83,757	(2)	$ 83,757
Elliot Shelton	2012	$ -	$ -	$ -	$ -	$ 17,888		$ 17,888
Philip Sobol	2012	$ -	$ -	$ -	$ -	$ 17,888		$ 17,888

(1)

All other compensation includes value of warrants granted and vested during 2013.  150,000 warrants were granted for services rendered while participating on the board.  

(2)

All other compensation includes value of warrants vested during 2013.  189,669 warrants were granted to Dr. Sobol during 2013; 30,000 shares in connection with debt and 159,669 for services rendered while participating on the board.  All but 20,000 warrants vested immediately.   20,000 will vest on March 31, 2014.

We did not pay our directors any cash compensation during fiscal years ending December 31, 2013, and December 31, 2012.  

Vote Required

The holders of our Common Stock are entitled to one vote per share equal to the number of shares held by such person at the close of business on the record date. Preferred Stock holders are entitled to one vote per share equal to the number of common shares issuable upon conversion of the Preferred Stock.  As there is no cumulative voting, each stockholder shall cast all of his/her votes for each nominee of his/her choice or withhold votes from any or all nominees.  Unless a stockholder requests that voting of the proxy be withheld for any one or more of the nominees for directors by so directing on the proxy card, the shares represented by the accompanying proxy will be voted FOR election, as directors, of the above-mentioned five nominees.  If any nominee becomes unavailable for any reason (which event is not anticipated) to serve as a director at the time of the Annual Meeting, then the shares represented by such proxy may be voted for such other person as may be determined by the holders of such proxy.  Directors will be elected at the Annual Meeting by a plurality of the votes cast.  Directors are to be elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier resignation or removal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” AND SOLICITS PROXIES IN FAVOR OF THE NOMINEES LISTED ABOVE (ITEM 1 ON THE ENCLOSED PROXY CARD).

Independent Public Accountants

The independent public accountants that audit our financial statements are Peterson Sullivan LLP.  No representative of our auditors are expected to be present at the annual meeting.

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Our auditors, Peterson Sullivan LLP, were appointed in March 2011 and audited our financial statements for the fiscal years ended December 31, 2013 and December 31, 2012 and reviewed our quarterly reports for our fiscal year ended December 31, 2013 and 2012.  Aggregate fees billed to us by Peterson Sullivan LLP for the 2013 and 2012 audit and review of our quarterly reports in 2013 were as follows:

	For the Years Ended December 31,
	2013	2012
Fee Category
Audit fees (1)	$ 41,339	$ 42,750
Tax Fees	-	-
All other fees	-	-
Total Fees	$ 41,339	$ 42,750

(1) “Audit fees” consists of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements and review of interim financial statements included in our quarterly reports on Form 10-Q, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit Committee Policies and Procedures

We do not have an audit committee; therefore our board of directors pre-approves all services to be provided to us by our independent auditor.  This process involves obtaining (i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that the services are not among those that our independent auditors have been prohibited from performing under SEC rules.  Our directors then make a determination to approve or disapprove the engagement of Peterson Sullivan LLP, for the proposed services.

OTHER BUSINESS

The Board of Directors know of no other matters to be presented at the Annual Meeting.  If any other matter does properly come before the meeting, the appointees named in the proxies will vote the proxies in accordance with their best judgment.

PROXY SOLICITATION

We will pay reasonable expenses incurred in forwarding proxy material to the beneficial owners of shares and in obtaining the written instructions of such beneficial owners.  This Proxy Statement and the accompanying materials, in addition to being mailed directly to stockholders, will be distributed through brokers, custodians, nominees and other like parties to beneficial owners of shares of Common Stock.  We will bear the expenses of calling and holding the Annual Meeting and the soliciting of proxies therefore.

We may consider the engagement of a proxy solicitation firm.  Our directors, officers and employees may also solicit proxies by mail, telephone and personal contact.  They will not receive any additional compensation for these activities.

STOCKHOLDER PROPOSALS FOR 2015 ANNUAL MEETING

Proposals which are the proper subject for inclusion in the proxy statement and for consideration at an annual meeting may be presented by stockholders.  In order to be eligible to submit a proposal, a stockholder must have continuously held at least $2,000 in market value, or 1% of Entia’ securities entitled to be voted on the proposal at the meeting for at least one year by the date the stockholder submits the proposal.  In addition, the stockholder must continue to hold those securities through the date of the meeting.  Under current SEC rules, to be included in Entia’s proxy statement and proxy card, any proposal by a stockholder intended to be presented at the 2014 annual meeting of stockholders must be received by Entia, subject to certain exceptions, no later than October 18, 2014.

Stockholders wishing to nominate directors or propose other business at the 2015 Annual Meeting of Stockholders (other than a matter brought pursuant to SEC Rule 14a-8), but not intending to include such nomination or proposal in the Entia Biosciences proxy statement for such meeting, must give advance written notice us pursuant to our bylaws.  Our bylaws provide that notice of any such nomination or proposal must be received at our principal executive offices not less than 120 days prior to the date of the 2015 Annual Meeting of Stockholders and not later than the close of business at least 45 days before the date on which the corporation first mailed the proxy materials for the 2015 Annual Meeting of shareholders and must contain the information specified by our bylaws.  If this notice is not timely, then the nomination or proposal will not be brought before the 2014 Annual Meeting of Stockholders.

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ANNUAL REPORT

A copy of our Annual Report on Form 10-K for the year ended December 31, 2013 and a copy of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 is being mailed to stockholders of record with the proxy material.  The Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q, including exhibits, is also available online at the Securities and Exchange Commission’s EDGAR website at www.sec.gov.  

By Order of the Board of Directors

  /s/ Marvin S. Hausman, M.D.

Marvin S. Hausman M.D.

Chief Executive Officer

November 7, 2014

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1.  ELECTION OF DIRECTORS:

Nominees:

(01) Marvin S Hausman M.D.

(02) Philip A. Sobol, MD

(03) Elliot A. Shelton, Esq.,

[  ]

FOR ALL NOMINEES

[  ]

WITHHELD ALL NOMINEES

[  ]

For all nominees except as noted below:

____________________________________________________________

2.

To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof.

FOR [  ]  AGAINST [  ]  ABSTAIN [  ]

Mark here for address change and note at left

[  ]

Mark here if you plan to attend the meeting

[  ]

______________________________________________________________________________

PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE RETURN ENVELOPE ENCLOSED.

______________________________________________________________________________

If stock is held jointly, signature should include both names.  If stock is held by executors, administrators, trustees, guardians and others signing in a representative capacity, please give full title.  If stock is held by a corporation, please sign in full corporate name and give name and title of authorized officer.  If stock is held by a partnership, please sign in partnership name by authorized person.

Signature: ___________________________________________________________, 2014

Please include your name as it appears on your certificate, certificate number, share quantity and your current address.

Name____________________________________________________________________________________

Certificate Number__________________________   Share Quantity__________________________________

Current Address____________________________________________________________________________

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