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Cell MedX Corp. – ‘8-K’ for 10/11/22

On:  Tuesday, 10/18/22, at 5:01pm ET   ·   For:  10/11/22   ·   Accession #:  1393905-22-425   ·   File #:  0-54500

Previous ‘8-K’:  ‘8-K’ on 4/27/22 for 4/25/22   ·   Next:  ‘8-K’ on 11/13/23 for 11/7/23   ·   Latest:  ‘8-K’ on 3/19/24 for 3/12/24   ·   7 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/18/22  Cell MedX Corp.                   8-K:1,7,8,910/11/22   17:284K                                   Empire Stock Transf… Inc

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Cell Medx Corp. - Form 8-K SEC Filing               HTML     26K 
 2: EX-10.1     Loan Agreement and Note Payable Dated October 3,    HTML     13K 
                2022                                                             
 3: EX-10.2     Loan Agreement and Note Payable Dated October 11,   HTML     23K 
                2022 - 1                                                         
 4: EX-10.3     Loan Agreement and Note Payable Dated October 11,   HTML     28K 
                2022 - 2                                                         
 5: EX-10.4     Loan Agreement and Note Payable Dated October 11,   HTML     20K 
                2022 - 3                                                         
 6: EX-10.5     Loan Agreement and Note Payable Dated October 11,   HTML     21K 
                2022 - 4                                                         
 7: EX-99.1     News Release Dated October 18, 2022                 HTML     15K 
12: R1          Document and Entity Information                     HTML     42K 
15: XML         IDEA XML File -- Filing Summary                      XML     14K 
13: XML         XBRL Instance -- cmxc-20221011_htm                   XML     13K 
14: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 8: EX-101.DEF  XBRL Definitions -- cmxc-20221011_def                XML     11K 
 9: EX-101.LAB  XBRL Labels -- cmxc-20221011_lab                     XML     41K 
10: EX-101.PRE  XBRL Presentations -- cmxc-20221011_pre              XML     29K 
11: EX-101.SCH  XBRL Schema -- cmxc-20221011                         XSD     13K 
16: JSON        XBRL Instance as JSON Data -- MetaLinks               10±    17K 
17: ZIP         XBRL Zipped Folder -- 0001393905-22-000425-xbrl      Zip     37K 


‘8-K’   —   Cell Medx Corp. – Form 8-K SEC Filing


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 iX:   C: 
  CELL MEDX CORP. - Form 8-K SEC filing  
 i 0001493712  i false 0001493712 2022-10-11 2022-10-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM  i 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)   i October 11, 2022

 

 i CELL MEDX CORP.

(Exact name of registrant as specified in its charter)

 

 i NV

 i 000-54500

 i 38-3939625

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer Identification No.)

 

 

 

 i 123 W. Nye Ln, Suite 446

 i Carson City,  i NV

 

 i 89706

(Address of principal executive

offices)

 

(Zip Code)

 

 

 

Registrant's telephone number, including area code

( i 844)  i 238-2692

 

n/a

(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:

 

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

 

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

 

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

 

 i 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).   i 

 

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.  

 

 


1


 

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 

 

On October 11, 2022, Cell MedX Corp. (the “Company”) and Richard Jeffs, the Company’s major shareholder and largest financier, agreed to consolidate certain loans previously advanced by Mr. Jeffs to the Company between August 28, 2019 and October 11, 2022, totaling approximately USD$539,325. In addition, the Company agreed to secure the amounts outstanding under the amended loans by granting to Mr. Jeffs a security interest over the Company’s eBalance® Technology and any and all products developed by the Company and its subsidiary, Cell MedX (Canada) Corp., that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications which the Company and its subsidiary have been granted. The amounts and accrued interest on the loans continue to be due on demand and accumulate annual interest at 6% compounded monthly.

 

ITEM 7.01REGULATION FD DISCLOSURE 

 

On October 18, 2022, the Company issued a news release announcing it had amended the terms of certain loan agreements with Mr. Jeffs and that the British Columbia Securities Commission (the “BCSC”) has issued a cease trade order in respect of the Company’s securities, as further described in Item 1.01 and Item 8.01 of this Form 8-K.

 

A copy of the Company’s news release is attached as Exhibit 99.1 hereto.

 

ITEM 8.01OTHER EVENTS 

 

On October 11, 2022, the British Columbia Securities and Exchange Commission (the “BCSC”) issued a cease trade order in respect of the securities of the Company for failing to timely file its Annual Information Form (AIF) and annual audited financial statements for the fiscal year ended May 31, 2022, along with the related management’s discussion and analysis (collectively, the “Canadian Filings”). The Company’s inability to file the required Canadian Filings is due to the Company having insufficient funds to complete the audit of its annual financial statements. The Company hopes to make the required Canadian Filings, and to file its required annual and quarterly filings under applicable United States securities laws, as soon as it is possible. However, at this time, the Company cannot provide any assurance that its attempts to raise the necessary funding will be successful.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. 

 

(d)  Exhibits

 

The following exhibits are provided with this Current Report:

 

Exhibit

Number

Description of Exhibit

10.1

Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.2

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.3

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.4

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs.

10.5

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs.

99.1

News Release dated October 18, 2022.

 

 

 

 


2


 

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.

 

 

CELL MEDX CORP.

 

 

Date:  October 18, 2022

 

 

 

 

By: /s/ Joao (John) da Costa

 

Joao (John) da Costa,

 

Chief Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


3


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:10/18/22
For Period end:10/11/22
10/3/22
5/31/22NT 10-K
8/28/19
 List all Filings 


7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/16/24  Cell MedX Corp.                   10-Q       11/30/23   46:2.3M                                   Empire Stock Transf… Inc
10/16/23  Cell MedX Corp.                   10-Q        8/31/23   42:1.9M                                   Empire Stock Transf… Inc
 9/01/23  Cell MedX Corp.                   10-K        5/31/23   73:3.2M                                   Empire Stock Transf… Inc
 6/29/23  Cell MedX Corp.                   10-Q        2/28/23   53:2.5M                                   Empire Stock Transf… Inc
 5/19/23  Cell MedX Corp.                   10-Q       11/30/22   53:2.4M                                   Empire Stock Transf… Inc
 4/19/23  Cell MedX Corp.                   10-Q        8/31/22   51:2.2M                                   Empire Stock Transf… Inc
 4/07/23  Cell MedX Corp.                   10-K        5/31/22   90:3.6M                                   Empire Stock Transf… Inc
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