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)
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.
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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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
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.
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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