U.
S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Amendment #1
(Mark
One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2020
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE TRANSITION PERIOD FROM ___________ to _____________
Commission File
Number: 000-54296
AXIM
Biotechnologies, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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27-4029386
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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6191 Cornerstone Court, E, Suite 114
San
Diego, CA 92121
(Address of principal executive offices)
Registrant’s telephone number, including area code: (858)
923-4422
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.0001 par value
Indicate by check mark whether the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act
Yes [
] No [X]
Indicate by check mark whether the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes [
] No [X]
Note – Checking in the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act form their obligations under those
Sections.
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 of 1934 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 [ ]
Indicate by check mark whether registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File 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 [
]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained 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 of this Form 10-K. [X]
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 the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule12b-2 of the Exchange
Act.
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Large accelerated
filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated
filer
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[ ]
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Smaller reporting
company
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[X]
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(Do not check if
smaller reporting company)
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Emerging growth
Company
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[ ]
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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 7(a)(2)(B) of the Securities Act.[
]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
No [X]
The
aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant as of June 30, 2020 based upon the
closing price of the common stock as reported by finance.yahoo.com
on such date, was approximately $5,861,569. This calculation does
not reflect a determination that persons are affiliates for any
other purposes.
As of
April 13, 2021, there were 128,860,100 shares of the registrant’s
common stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
EXPLANATORY NOTE
The
sole purpose of this Amendment No. 1 to the Annual Report on Form
10-K (the “Form 10-K”) for the period ended December 31, 2020, is
to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405
of Regulation S-T. Exhibit 101 to the Form 10-K provides the
financial statements and related notes from the Form 10-K formatted
in XBRL (eXtensible Business Reporting Language). No other changes
have been made to the Form 10-K. This Amendment No. 1 to the Form
10-K speaks as of the original filing date of the Form 10-K, does
not reflect events that may have occurred subsequent to the
original filing date, and does not modify or update in any way
disclosures made in the original Form 10-K. Pursuant to Rule 406T
of Regulation S-T, the interactive data files on Exhibit 101 hereto
are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, are deemed not filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and
otherwise are not subject to liability under those sections.
Exhibit Index
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Exhibits
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Exhibit #
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Incorporated by Reference
(Form Type)
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Filing Date
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Filed
with
This
Report
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Articles of Incorporation, as filed with the Nevada Secretary of
State on November 18, 2010.
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3.1
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10-Q
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11/14/2014
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Certificate of Amendment, as filed with the Nevada Secretary of
State on July 24, 2014.
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3.2
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10-Q
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11/14/2014
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Amended and Restated (As of August 17, 2016) Bylaws of AXIM
Biotechnologies, Inc.
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3.3
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10-Q
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8/22/2016
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Certificate of Designation of Series B Preferred Stock.
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3.4
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10-Q
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8/22/2016
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Certificate of Designation of Series C Preferred Stock.
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3.5
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10-Q
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8/22/2016
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Amended and Restated Employment Agreement effective September 1,
2016, by and between AXIM International, Inc. and Dr. George E.
Anastassov.
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10.1
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10-Q
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11/21/2016
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Amended and Restated Employment Agreement effective September 1,
2016, by and between AXIM International, Inc. and Lekhram
Changoer.
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10.2
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10Q
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11/21/2016
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Employment Agreement effective September 1, 2016, by and between
AXIM International, Inc. and Dr. Philip A. Van Damme.
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10.3
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10-Q
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11/21/2016
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Letter of Intent (“Terms Sheet”) dated September 3, 2018, by and
between Impression Healthcare Limited and AXIM Biotechnologies,
Inc.
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10.4
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10-K
(A/1)
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10/30/2019
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Exclusivity Agreement dated September 3, 2018, by and between
Impression Healthcare Limited and AXIM Biotechnologies, Inc.
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10.5
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10-K
(A/1)
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10/30/2019
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Amendment #1 to Exclusivity Agreement dated December 11, 2018, by
and between Impression Healthcare Limited and AXIM Biotechnologies,
Inc.
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10.6
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10-K
(A/1)
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10/30/2019
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Supply Agreement dated May 31, 2019, by and between Impression
Healthcare Limited and AXIM Biotechnologies, Inc.
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10.7
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10-K
(A/1)
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10/30/2019
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Code
of Business Conduct and Ethics.
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14.1
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10-Q
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11/20/2017
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Certification of Principal Executive Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.1
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X
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Consent of Independent Registered Public Accounting Firm
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23.1
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X
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Certification of Principal Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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X
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Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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32.1
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X
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Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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32.2
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X
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Nominating and Governance Committee Charter.
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99.1
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10-Q
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11/20/2017
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Compensation Committee Charter.
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99.2
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10-Q
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11/20/2017
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Audit
Committee Charter.
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99.3
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10-Q
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11/20/2017
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XBRL
Instance Document
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101.INS
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X
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XBRL
Taxonomy Extension Schema Document
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101.SCH
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X
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.CAL
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X
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.DEF
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X
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XBRL
Taxonomy Extension Label Linkbase Document
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101.LAB
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X
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XBRL
Taxonomy Extension Presentation Linkbase Document
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101.PRE
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X
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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Signature
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Title
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Date
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/s/ John W.
Huemoeller II
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President and
Director (Principal Executive Officer)
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April 26, 2021
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John W. Huemoeller
II
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/s/ Robert
Malasek
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Chief Financial
Officer (Principal Financial Officer)
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April 26, 2021
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Robert Malasek
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/s/ Timothy R.
Scott, PhD
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Director
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April 26, 2021
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Timothy R. Scott,
PhD
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/s/ Robert
Cunningham
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Director
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April 26, 2021
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Robert Cunningham
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/s/ Mauricio
Javier Gatto-Bellora
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Director
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April 26, 2021
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Mauricio Javier
Gatto-Bellora
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/s/ Peter
O’Rourke
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Director
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April 26, 2021
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Peter O’ Rourke
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