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): February
10, 2022
AXIM BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-54296
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27-4092986
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6191 Cornerstone Court, E., Suite 114
San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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(858)
923-4422
(Registrant’s telephone number, including area code)
(Former name if changed since last report)
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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))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☐
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
¨
Item
1.01 Entry into a Material Definitive
Agreement
Effective February 10, 2022, AXIM Biotechnologies, Inc. (the
“Company”) issued the following debt obligations in exchange for
cash. A portion of the funds received by the Company were
used to pay off the GS Capital Partners, LLC note described in Item
1.02.
Short Term Promissory Notes
Effective February 10, 2022, the Company issued two short term
notes, each having a face amount of $250,000, in exchange for a
total of $500,000 in cash (the "Short Term Promissory Notes"). The
Short Term Promissory Notes bear interest at the rate of 1.5% per
annum and are due and payable on or before March 10, 2022, unless
demand for payment is made prior to such date. One of the two notes
was paid in full on February 14, 2022.
Convertible Notes
Effective February 10, 2022, the Company issued seven (7)
convertible notes to a series of investors having an aggregate face
value of $1,325,000 in exchange for $1,325,000 in cash (the
"Convertible Notes"). One of the Convertible Notes, face value
$25,000, was acquired by Blake N. Schroeder who is a director of
the Company.
Each of the Convertible Notes is (i) unsecured; (ii) bears interest
at a rate of 3% per annum; (iii) matures on February 10, 2032; and
(iv) is convertible, in whole or in part, at any time by the
holder, into restricted shares of the Company's common stock at a
conversion price equal to the lesser of $0.08125 or 70% of the
average of the two (2) lowest closing prices of the Company’s
common stock in the ten (10) trading days preceding any particular
conversion, provided, the holder is prohibited from converting the
convertible note, or portion thereof, if such conversion would
result in beneficial ownership by the holder and its affiliates of
more than 4.9% of Company’s issued and outstanding common stock as
of the date of the conversion.
The foregoing summaries of the Short Term Promissory Notes and
Convertible Notes does not purport to be complete and is subject
to, and qualified in its entirety, by reference to the form of
Short Term Promissory Notes and Convertible Notes attached hereto
as Exhibits 10.1 and 10.2 respectively, which are incorporated
herein by reference.
Item 1.02 Termination of Material Definitive
Agreement
GS Capital Partners, LLC Note
On February 10, 2022, the Company paid in full the remaining
balance due on that certain convertible note issued to GS Capital
Partners, LLC, face value $1,110,000, as amended (the "GS Note").
In connection with the repayment, the Company was required to
pay accrued interest in the amount of $21,875.89, by issuing
173,390 restricted shares of the Company’s common stock pursuant to
the formula set forth in the GS Note.
The foregoing summary of the GS Note, as amended, does not purport
to be complete and is subject to, and qualified in its entirety, by
reference to the GS Note attached hereto as Exhibit 10.3, which is
incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in
Item 1.01 of this Current
Report on Form 8-K is incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity
Securities
The information set forth in
Item 1.01 of this Current
Report on Form 8-K is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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AXIM
BIOTECHNOLOGIES, INC.
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Dated: February 16,
2022
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By:
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/s/ John W.
Huemoeller II
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Name: John W.
Huemoeller II
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Chief Executive
Officer
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