Form 8-K - Current report

UNITED STATES

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) November 1, 2024

STIMCELL ENERGETICS INC.

(Exact name of registrant as specified in its charter)

NV	000-54500	38-3939625
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

820 - 1130 Pender Street, West Vancouver, British Columbia		V6E 4A4
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		(844) 238-2692

CELL MEDX CORP.

(Former name or former address, 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))

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). ☐

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. ☐

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ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

1:15 Reverse Stock Split

Effective November 1, 2024, Cell MedX Corp. (the “Company”) completed a 1-for-15 reverse split (the “Reverse Split”) of its common stock. As a result of the Reverse Split, the Company’s authorized capital was decreased from 7,500,000,000 shares common stock, par value $0.001, of which 297,236,373 shares of common stock were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock, par value $0.001, of which approximately 19,815,758 are outstanding, subject to adjustment for fractional interests resulting from the Reverse Split.

Name Change to “Stimcell Energetics Inc.”

Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.” (the “Name Change”)

ITEM 8.01OTHER EVENTS.

In connection with the Reverse Split and the Name Change, effective November 5, 2024, the Company’s common stock will trade with a “D” appended to its symbol for a period of 20 business days.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are provided with this Current Report:

Exhibit Number	Description of Exhibit
3.1	Certificate of Change - Decrease in Authorized Capital from 7,500,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of common stock, par value, $0.001 and corresponding decrease in the issued shares of common stock
3.2	Certificate of Amendment - Change of Name to “Stimcell Energetics Inc.” and Restatement of Articles of Incorporation
99.1	News release dated November 4, 2024

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SIGNATURE

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 hereunto duly authorized.

	STIMCELL ENERGETICS INC.

Date: November 4, 2024

	By: /s/ David Jeffs
	David Jeffs,
	Chief Executive Officer

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STIMCELL ENERGETICS INC. (formerly Cell MedX Corp.) OTC PINK: CMXC

FOR IMMEDIATE RELEASE November 4, 2024

StimCell Energetics Inc. (formerly “Cell MedX Corp.”) Announces Major Corporate Updates and Rebranding

Vancouver, BC, November 4, 2024, StimCell Energetics Inc. (formerly “Cell MedX Corp.”) (OTC Pink: CMXC) (“StimCell”, or the “Company”) a biotech company targeting cellular energy to promote anti-aging, longevity and general wellness, is pleased to announce a series of significant corporate changes designed to redefine the Company’s strategic vision.

Effective immediately, the Company has completed a corporate name change from “Cell MedX Corp.” to “StimCell Energetics Inc.” and completed a reverse split of its common stock on a 1 new share for 15 old shares basis (the “Reverse Split”). As a result of the Reverse Split, the Company’s authorized capital decreased from 7,500,000,000 shares of common stock, par value $0.001, of which 297,236,373 shares of common stock were outstanding, to 500,000,000 shares of common stock, par value $0.001, of which approximately 19,815,758 are now outstanding (subject to adjustment for fractional shares resulting from the Reverse Split).

The Company’s common stock is expected to trade on a post-Reverse Split basis effective November 5, 2024, upon which the Company will trade under the symbol “CMXCD” for a period of 20 business days. Once this 20 business day period has elapsed, the Company will seek a new symbol reflective of its new name.

Additionally, the Company has launched a new website, www.StimCell.com, which offers investors, stakeholders, and interested individuals a detailed insight into the Company’s goals, management and clinical trial results.

David Jeffs, CEO of StimCell Energetics Inc., stated, "These changes mark a pivotal moment for our company. The rebranding to StimCell Energetics Inc. encapsulates our ambition to lead in cellular energetics, a field with vast potential for medical innovation. I am confident these initiatives will resonate with our investors and the scientific community, propelling us forward towards our goal of transforming healthcare through cellular energy solutions."

About StimCell Energetics Inc. (OTC Pink: CMXC)

StimCell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that enhance cellular function, promote general wellness and alleviate health complications including, but not limited to: aging, diabetes, high blood pressure, neuropathy and kidney function. The Company's main focus is on continued research and development of its eBalance® Technology and its eBalance® Home System.

On behalf of the Board of Directors of StimCell Energetics Inc.

David Jeffs

Director, CEO

For further information:

info@stimcell.com

www.StimCell.com.

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects", "intends", "estimates", "projects", "anticipates", "believes", "could", and other similar words. All statements addressing product performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in the Company's Quarterly, Annual and Current Reports filed with the United States Securities and Exchange Commission (the "SEC"). Should one or more of these risks or uncertainties materialize, or should any of the Company's underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Company's forward-looking statements. Except as required by law, StimCell Energetics Corp. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that StimCell Energetics Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.

Document and Entity Information	Nov. 01, 2024
Details
Registrant CIK	0001493712
Fiscal Year End	--05-31
Document Type	8-K
Document Period End Date	Nov. 01, 2024
Entity Registrant Name	STIMCELL ENERGETICS INC.
Entity Incorporation, State or Country Code	NV
Securities Act File Number	000-54500
Entity Tax Identification Number	38-3939625
Entity Address, Address Line One	820 - 1130 Pender Street, West
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6E 4A4
City Area Code	844
Local Phone Number	238-2692
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false