Current Report Filing (8-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 11, 2015

AXIM BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54296		27-4092986
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

18 E 50th St 5th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 751-0001

(Registrant’s telephone number, including area code)

(Former name if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2015, Axim Biotechnologies, Inc. (the “Company”) acquired the rights to a 50 year, worldwide, exclusive intellectual property licensing agreement (“Agreement”) with CanChew Biotechnologies, LLC (“CanChew”), which will enable the Company to further develop and produce CanChew® gum, a unique, patented controlled-release cannabinoid-infused chewing gum.

As compensation under the Agreement, CanChew will receive 5,826,706 restricted shares of the Company’s common stock and a royalty fee of approximately 2-3% of all gross sales derived from products produced under the Agreement.

So long as the Company is in compliance with the Agreement, the Company has the option to purchase the licensed intellectual property after 5 years at a purchase price equal to fifty percent (50%) of the annual royalty fee paid by the Company during the preceding two (2) years.

The information contained in Item 2.01 is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 11, 2015, the Company acquired the rights to a 50 year, worldwide, exclusive intellectual property licensing agreement with CanChew Biotechnologies, LLC.

Pursuant to the Agreement, the Company will issue 5,826,706 restricted shares of the Company’s common stock and will pay a royalty fee of approximately 2-3% of all gross sales derived from products produced under the Agreement. So long as the Company is in compliance with the Agreement, the Company has the option to purchase the licensed intellectual property after 5 years at a purchase price equal to fifty percent (50%) of the annual royalty fee paid by the Company.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, Agreement.

The Company has considered the guidance pursuant to Rule 11-01(d) of Regulation S-X and related interpretations and has concluded the acquisition of the license is an asset and not a business.

The accompanying unaudited pro forma condensed consolidated financial statements give effect to the acquisition of the Asset.

Item 7.01. Regulation FD Disclosure

On May 14, 2015, AXIM Biotechnologies, Inc. issued a press release announcing that it had acquired the rights to a license agreement with CanChew Biotechnologies, LLC. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

None

(b) Pro Forma Financial Statements.

The unaudited pro forma financial statement of Axim Biotechnologies, Inc. as of December 31, 2014 giving effect to the acquisition of asset are filed as Exhibit 99.2 to this report.

(d) Exhibits

99.1 Press Release

99.2 Unaudited pro forma consolidated balance sheet of Axim Biotechnologies, Inc. as of December 31, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AXIM BIOTECHNOLOGIES, INC.

Dated: May 14, 2015	By:	/s/ Dr. George E. Anastassov
		Name: Dr. George E. Anastassov
		Chief Executive Officer

Exhibit 99.1

AXIM BIOTECH SECURES EXCLUSIVE LICENCE AGREEMENT TO PATENTED CANNABIDIOL (CBD) GUM

CBD Hemp Oil Chewing Gum Provides Discrete Option for Hemp Consumers Worldwide

May 14, 2015 - NEW YORK, NY – Industrial hemp biosciences industry leader, AXIM Biotechnologies, Inc. (OTC: AXIM), is proud to announce that the Company has successfully secured an exclusive license from CanChew® Biotechnologies, LLC (CanChew), to further develop and produce CanChew® gum, a unique, patented controlled-release cannabinoid-infused chewing gum.

“AXIM Biotech’s strategic focus is bringing to market global innovative solutions that set the ‘green standard’ in the industrial hemp industry and biotechnology,” states George E. Anastassov, MD, DDS, MBA and CEO of AXIM Biotech. “We feel that AXIM’s ability to research cannabinoids and introduce unique delivery methods is a catalyst that will drive new demand for both the consumer retail and pharmaceutical markets.”

It’s interesting to note that hemp and marijuana are both in the cannabis genus. Both plants are comprised of more than 80 of the same cannabinoids but in different proportions and concentrations. For example, industrial hemp has virtually no THC in it. Compared to marijuana, industrial hemp has no capability to elicit a psychoactive effect or so called “high.” AXIM Biotech’s gum will feature patented efficient-release of the non-psychoactive cannabinoid cannabidiol (CBD).

With the goal of providing consumers with a hemp chewing gum, AXIM Biotech’s CanChew® Gum provides vastly improved methods of absorbing 10 mg of CBD from hemp in each efficient-release naturally-flavored piece. Known for its smoking cessation gum products, Fertin Pharma has been contracted by AXIM Biotech to manufacture its new cannabinoid functional chewing gum line.

Dr. Anastassov continues, “AXIM Biotech is excited to announce that it will also offer consumers a choice of additional flavors and different cannabinoids through the CanChew Plus™ line.”

AXIM Biotech’s Chief Technology Officer, Lekhram Changoer MSc, BSc, adds, “CanChew Plus™ gum is perfectly balanced with CBD and hemp’s natural benefits. The unique taste, appropriate release profile and, most importantly, the uptake via the oral mucosal membrane makes CanChew Plus™ a must-have product.”

AXIM’s decision to lead with hemp cannabinoid-infused chewing gum provides new consumer options in the rapidly expanding hemp market. According to New Hope, popularity for hemp products is escalating; hemp is ranked 8th in the publication’s top 10. In 2013, just hemp food and body care products totaled $183 million. A recent report by the Hemp Industries Association indicates hemp retail product sales for 2014 are estimated at $620 million.

Dr. Anastassov adds, “ We believe that the acquisition of the license from CanChew Biotechnologies is strategically important for AXIM’s revenue base and future growth. AXIM’s mission is to find hemp-derived solutions for health conditions with no known cure. We are extremely fortunate to have attracted and gained the support of the world’s leading scientists and business leaders on AXIM’s advisory board.”

The following is a list of all-natural RENECANN™ and ORAXIMAX™ retail products containing hemp CBD and CBG from AXIM Biotech:

·	Chewing Gum

·	Toothpaste

Mouthwash

·	Dentifrice

·	Oral Gel (for minor cuts and sores)

·	Diaper Rash Cream

·	Moisturizers

Lotions

Lip Balm

Shampoo

·	Conditioner

Body Wash

·	Day & Night Cream

Eye Cream

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(Photo Release)

(Caption: AXIM Biotech Unveils CanChew Plus™ (CBD) Chewing Gum)

(Photo Release)

(Caption: AXIM Biotech’s ORAXIMAX™ and RENECANN™ Cannabigerol (CBG) and Cannabidiol (CBD) Products)

(Photo Release)

(Caption: AXIM Biotech Unveils World’s First Cannabigerol (CBG) Oral Care Products)

(Photo Release)

(Caption: RENECANN™ by AXIM Biotech – World’s First Cannabigerol (CBG) Cosmetic Products)

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AXIM Biotech products are tested and free of heavy metals, pesticides, fungi or bacteria.

CanChew’s CBD-infused chewing gum recently garnered Healthy Living Foundation’s Triple Leaf Award and was featured in publications including: Natural Health Magazine, Newsweek Magazine, Dr. Oz The Good Life Magazine, and Readers Digest. The Company supports Veterans organizations including Adopt-A-Soldier Platoon.

AXIM Biotech has been featured by media outlets including: FOX Business, CRAINS New York, MainStreet.com, MJ Freeway, Chemical & Engineering News, Dental Tribune, Pharmaceutical Commerce, Dental Products Report and MJI News. For more information, visit AXIM Biotech’s website.

To arrange for media interviews, contact Andrew Hard, Public Relations Spokesperson, at Andrew.Hard@CMWmedia.com or call 858-380-5478.

About AXIM Biotechnologies, Inc.:

AXIM Biotechnologies, Inc. (OTC:AXIM) is an innovative biotechnology company focusing on research, development and production of pharmaceutical, nutraceutical and cosmetic products where we prioritize the well-being of our customers while embracing a solid fiscal strategy. For more information, visit the Company website at www.AXIMBiotech.com.

FORWARD-LOOKING DISCLAIMER

This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Axim Biotechnologies, Inc. to be materially different from the statements made herein.

LEGAL DISCLOSURE

AXIM Biotechnologies does not sell or distribute any products that are in violation of the United States Controlled Substances Act (US.CSA). The company does grow, sell, and distribute hemp-based products.

North American Address:

18 East 50th Street, 5 Floor

New York, NY 10022

+1 844 294 6246

European Address:

Boelewerf 32, Unit 3

2987 VD Ridderkerk, The Netherlands

+31 10 8209 227

# # #

Exhibit 99.2

AXIM BIOTECHNOLOGEIS, INC.
(Formerly Axim International, Inc.)
Pro Forma Consolidated Balance Sheets
(unaudited)

				December 31, 2014	Pro forma	Reference	Pro Forma
				As reported	Adjustments	No.	Consolidated

ASSETS

Current assets:
	Cash		$	661,128			661,128
	Prepaid expenses			72,329			72,329
	Loan receivable			5,000			5,000
		Total current assets		738,457			738,457

Other Assets:
	Aquired Intangible asset - Intellectual Property Licensing Agreement				5,826,706	(1)	5,826,706
		Total other assets					5,826,706

TOTAL ASSETS			$	738,457			6,565,163

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
	Accounts payable and accrued liabilities		$	144,385			144,385
	Due to shareholder			5,000			5,000
	Convertible shareholder loan			50,000			50,000
	Due to first insurance funding			54,020			54,020
	Due to related party			65,775			65,775
	Promissory note - related party			1,000,000			1,000,000
		Total current liabilities		1,319,180			1,319,180

STOCKHOLDERS' DEFICIT
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized;
		1,000,000 issued and outstanding		100			100
	Common stock, $0.0001 par value, 300,000,000 and 195,000,000 shares authorized, respectively;
		38,826,706 issued and outstanding		3,883			3,883
	Additional paid in capital			107,258	5,826,706	(1)	5,933,964
	Accumulated deficit			(691,964)			(691,964)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)				(580,723)			5,245,983

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	738,457			6,565,163

(1) To record acqusition of license in exchange for 5,826,706 shares of common stock valued at $1.00 per share