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.
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