Axim Biotechnologies, Inc 8-K, filed Mar 19, 2020
Axim Biotechnologies, Inc. (AXIM)
About this 8-K
Axim Biotechnologies, Inc filed this 8-K on March 19, 2020, reporting on events of March 17, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): March 17, 2020
AXIM BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 000-54296 |
| 27-4092986 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
45 Rockefeller Place, 20th Floor, Suite 83 New York, New York New York, NY 10111 |
| 10111 |
(Address of principal executive offices) |
| (Zip Code) |
(212) 751-0001
(Registrant’s telephone number, including area code)
(Former name 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))
Item 1.01 Entry into a Material Definitive Agreement.
On March 17, 2020, AXIM Biotechnologies, Inc., a Nevada corporation (“AXIM”) entered into a Share Exchange Agreement (“Agreement”) with Sapphire Biotech, Inc., a Delaware corporation (“Sapphire”) and all of the Sapphire stockholders (collectively, the “Sapphire Stockholders”). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM.
Under the terms of the Agreement, AXIM intends to: (i) acquire 100% of Sapphire’s outstanding capital (consisting of 100,000,000 shares of common stock and zero (0) shares of Preferred Stock); and (ii) assume all of the outstanding debt of Sapphire. The outstanding debt includes two (2) convertible notes in the principal amounts of $310,000 and $190,000, respectfully.
Pursuant to the terms of the Share Exchange Agreement, AXIM acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 newly issued shares of the common stock of AXIM (the “Share Exchange”). As a result of the Share Exchange, Sapphire became a 100% owned subsidiary of AXIM, which on a going forward basis will result in consolidated financial reporting by AXIM to include the results of Sapphire. The closing of the Share Exchange occurred concurrently with entry into the Share Exchange Agreement (the “Closing”).
As a condition of the Share Exchange, certain Sapphire Stockholders (each a “Sapphire Management Stockholder”) executed agreements which contain certain lock-up and leak out restrictions (the “Lock-up Agreement(s)”) on the AXIM securities (the “Lock-up Securities”) they acquired in the Share Exchange.
Pursuant to the Lock-up Agreements:
a Sapphire Management Stockholder may sell the Lock-up Securities at any time following the 1-year anniversary and prior to the 2-year anniversary of the Closing, provided that the Management Sapphire Stockholder does not sell securities in an amount greater than 2.5% of the daily volume times a percentage equal to the Management Sapphire Stockholder’s pro rata share of the aggregate shares owned by the Sapphire Management Stockholders as a group on any given trading day.
a Sapphire Management Stockholder may sell the balance of the Lock-up Securities at any time following the 2-year anniversary and prior to the 3-year anniversary of the Closing, provided that the Management Sapphire Stockholder does not sell securities in an amount greater than 5.0% of the daily volume times a percentage equal to the Management Sapphire Stockholder’s pro rata share of the aggregate shares owned by the Sapphire Management Stockholders as a group on any given trading day.
the Lock-up Agreements expire on the third anniversary of the Closing and a Sapphire Management Stockholder may sell the balance of any Lock-up Securities at any time following the 3-year anniversary of the Closing.
A form of Lock-up Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Share Exchange Agreement also includes customary representations, warranties and covenants by the parties, including, but not limited to, representations by Sapphire related to its business, by the Sapphire Stockholders related to their right, title and interest in their shares of Sapphire and accredited investor status, and by AXIM related to its capitalization and its authority to enter into the agreement.
The 54,000,000 newly issued shares of AXIM common stock issued to the Sapphire Stockholders shall constitute approximately 45.43% of the number of shares of the issued and outstanding common stock of AXIM after giving effect to the Share Exchange. The shares of common stock of AXIM issued and outstanding immediately prior to the Closing will remain issued and outstanding. As a result of the Share Exchange, AXIM will acquire the business of Sapphire, which includes all assets owned by Sapphire.
Sapphire is a research and development company that aims to improve global cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis.
The foregoing descriptions of the Share Exchange Agreement and form of Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Exchange Agreement and form of Lock-up Agreement, copies of which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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 by reference into this Item 3.02.
The issuance of the shares of AXIM’s common stock upon consummation of the Share Exchange is exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Section 4(a)(2) of the Act and Rule 506(b) of Regulation D, as promulgated by the SEC thereunder.
Item 7.01 Regulation FD Disclosure.
A press release announcing the Share Exchange is furnished with this report as Exhibit 99.1.
In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit No. |
| Description |
| Share Exchange Agreement, dated as of March 17, 2020 by and among AXIM Biotechnologies, Inc., Sapphire Biotech, Inc. and its stockholders. | |
|
|
|
| Form of Lock-up Agreement | |
|
|
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| March 18, 2020, Press Release announcing the Share Exchange |
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K may contain forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Exchange Act. The forward-looking statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance, and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. Any forward-looking statements in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks more fully described in AXIM’s most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K. AXIM assumes no obligation to update any forward-looking information contained in this Current Report on Form 8-K.
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.
| AXIM BIOTECHNOLOGIES, INC. | |
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|
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Dated: March 18, 2020 | By: | /s/ John W. Huemoeller II |
|
| John W. Huemoeller II |
|
| President and Director Principal Executive Officer |
Exhibit 99.1
AXIM® Biotechnologies Completes Acquisition of Oncology Research and Development Company Sapphire Biotech, Inc.
NEW YORK, March 18, 2020 (GLOBE NEWSWIRE) -- AXIM® Biotechnologies, Inc. (OTCQB: AXIM) (“AXIM® Biotech,” “AXIM” or “the Company”), an international healthcare solutions company targeting oncological and cannabinoid research, announced today that the Company has completed the acquisition of leading oncology research and development company Sapphire Biotech, Inc. (“Sapphire”).
In January of this year, AXIM announced that the Company signed a binding term sheet to acquire Sapphire. As part of the acquisition, AXIM has acquired 100 percent of the capital stock of Sapphire and will operate Sapphire as a wholly-owned subsidiary. Sapphire will continue to be led by Catalina Valencia, as Chief Executive Officer. Ms. Valencia has stewarded Sapphire in the development of its unique patent-pending pipeline.
“With this acquisition of Sapphire Biotech, AXIM enters into a new phase as we shift our focus to both oncology and cannabinoid research,” said John W. Huemoeller II, Chief Executive Officer of AXIM® Biotech. “We chose to acquire Sapphire because of the team it brings and because the company has already made large discoveries in the field of oncology, which hold the potential to help so many lives when coupled with its impressive IP portfolio.”
Sapphire has licensed a leading compound, called SBI-183, which inhibits and suppresses invasion in vitro and metastasis in vivo. The company recently announced that it now holds exclusive license rights to SBI-183 and intends to study the compound’s ability to treat cancer. In February, Sapphire signed a Sponsored Research Agreement with a leading cancer research organization to conduct preclinical studies to develop a metastatic cancer inhibitor using the licensed SBI-183 compound.
In addition to its upcoming research on cancer-treating compounds, Sapphire is also developing a novel line of diagnostics for early cancer detection, response to treatment and recurrence monitoring. One of Sapphire’s diagnostic tools is currently being evaluated in a clinical trial for its potential to diagnose pancreatic cancer.
AXIM chose to acquire Sapphire because of its focus on cancer therapeutics for inhibiting cancer growth and metastasis, its diagnostics line, and a world-renowned research team. Through this acquisition, AXIM not only gains Sapphire’s already existing patent-pending portfolio of technologies but also now has the ability to develop new in-house proprietary molecules and potential treatments for numerous diseases.
“Sapphire’s researchers are excited to work alongside AXIM to continue developing novel diagnostic tools for early detection and potential treatments for halting cancer metastasis,” said Catalina Valencia, Chief Executive Officer of Sapphire Biotech. “By combining our expert research teams, we intend to extend the scope of our research even further.”
For more information about AXIM, please visit www.aximbiotech.com.
For more information about Sapphire Biotech, please visit www.sapphirebiotech.com.
About AXIM® Biotechnologies
Founded in 2014, AXIM® Biotechnologies, Inc. (AXIM) is a world leader in the research and development of plant and laboratory-derived cannabinoid and oncological therapeutics. AXIM's proprietary research intends to find new ways to diagnose and treat cancer as well as other conditions, such as the intense side effects of chemotherapy, through innovative pharmaceutical delivery systems, cannabinoid-based active pharmaceutical ingredients, and novel therapeutics.
Currently, Sapphire Biotech, Inc.’s diagnostic tool is being used to study the company's enzyme biomarker to detect pancreatic cancer earlier than circulating tumor cells. Learn more here. For more information, please visit www.AXIMBiotech.com.
About Sapphire Biotech
Sapphire Biotech, Inc. is a research and development company that has a mission to improve global cancer care through the development of proprietary therapeutics for inhibiting cancer growth and metastasis. Sapphire is also developing a line of novel diagnostics for early cancer detection, response to treatment, and recurrence monitoring. For more information, please visit www.SapphireBiotech.com.
FORWARD-LOOKING DISCLAIMER
This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of AXIM® Biotechnologies, Inc. to be materially different from the statements made herein.
LEGAL DISCLOSURE
AXIM® Biotechnologies does not sell or distribute any products that are in violation of the United States Controlled Substances Act (US.CSA).
CONTACT:
Public Relations Contact:
Andrew Hard
Chief Executive Officer CMW Media
P. 858-264-6600
andrew.hard@cmwmedia.com
www.cmwmedia.com
Corporate Contact Info:
North American Address:
45 Rockefeller Plaza, 20th Fl.
New York, NY 10111, USA
P. 844 294 6246
European Address:
Industrieweg 40, Unit B4
3401 MA IJsselstein
Netherlands
Investor Relations Contact:
investors@aximbiotech.com
888-759-0844