AXIM 10-Q

Axim Biotechnologies, Inc. (AXIM)

10-Q 2023-11-20 For: 2023-09-30

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Added on April 09, 2026

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		Page
Condensed Consolidated Balance Sheet as of September 30, 2023 (unaudited) and December 31, 2022		3

Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2023 and 2022 (unaudited)		4

Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three and nine month periods ended September 30, 2023 and 2022 (unaudited)		5

Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)		6

Notes to Condensed Consolidated Financial Statements (unaudited).		7

AXIM BIOTECHNOLOGIES
CONDENSED CONSOLIDATED BALANCE SHEETS



	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	23,220		$	47,282
Prepaid expenses		-			42,858
Other Current Assets					13,839
Total current assets		23,220			103,979

Property and equipment, net of accumulated depreciation		69,410			93,840
Other Assets:

Intangible Asset , net		3,693,593			3,989,427
Security deposit		9,014			5,000
Operating lease right-of-use asset		248,719			19,789
Total other assets		3,951,326			4,014,216

TOTAL ASSETS	$	4,043,956		$	4,212,035

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	1,421,832		$	1,316,248
Lease liability obligations (see Note 16) current portion		91,672			19,789
Due to first insurance funding		-			26,781
Advances from shareholder		80,170			47,720

Deferred revenue		310,688			333,125
Derivative liability conversion feature		2,373,804			1,648,831
Total current liabilities		4,278,166			3,392,494

Long-term liabilities:
Convertible note payable related party( Including accrued interest of $6861)(net of unamortized debt discount of $233,099)		23,762			-
Convertible note payable (including accrued interest of $70,061 and $274,442, respectively) net of unamortized debt discount of $1,557,786 and $1,583,435, respectively(see note 12)		1,429,684			1,383,416
Convertible note payable - related party (including accrued interest of $105,000 and $261,537, respectively)		4,105,000			4,261,537
		-			-
Lease liability obligations (see Note 16)		162,410			-
Total long-term liabilities		5,720,856			5,644,953
TOTAL LIABILITIES		9,999,022			9,037,447

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 5,000,000 shares authorized;

Series B Convertible Preferred Stock, $0.0001 par value 500,000 shares designated, 500,000 and 500,000 shares issued, 0 and 0 outstanding, respectively		-			-
Series C Convertible Preferred Stock, $0.0001 par value 500,000 shares designated, 500,000 and 500,000 shares issued and outstanding, respectively		50			50
Common stock, $0.0001 par value, 1,000,000,000 shares authorized 237,649,403 and 192,441,917 shares issued and outstanding, respectively		23,765			19,245
Stock Subscription receivable		(1,000	)		(46,000	)
Additional paid in capital		64,304,748			59,191,469
Common stock to be issued		-			135,000
Accumulated deficit		(70,282,629	)		(64,125,176	)
TOTAL STOCKHOLDERS' DEFICIT		(5,955,066	)		(4,825,412	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,043,956		$	4,212,035

AXIM BIOTECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2023			2022			2023			2022

Revenues	$	9,581		$	1,314		$	26,659		$	1,314

Operating Expenses:

Research and development expenses		34,713			29,722			89,123			109,086
Selling, general and administrative		456,648			1,182,768			1,614,171			3,083,349
Depreciation and amortization		106,755			106,744			320,264			319,286

Total operating expenses		598,116			1,319,234			2,023,558			3,511,721

Loss from operations		(588,535	)		(1,317,920	)		(1,996,899	)		(3,510,407	)

Other (income) expenses:

Interest income		-			-			-			(256	)
Change in fair value of derivative liability		(609,053	)		500,887			84,462			(418,769	)
Derivative liability insufficient shares		(432,350	)		-			3,238,429			-
Amortization of debt discount		49,820			46,441			126,472			132,521
Loss (Gain) on extinguishment of debt		9,920			111,818			(162,811	)		490,641
Interest expense		64,658			57,481			874,002			1,629,355
Total other (income) expenses		(917,005	)		716,627			4,160,554			1,833,492

Loss before provision of income tax		328,470			(2,034,547	)		(6,157,453	)		(5,343,899	)
Provision for income tax		-			-			-			-

NET INCOME (LOSS)	$	328,470		$	(2,034,547	)	$	(6,157,453	)	$	(5,343,899	)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	328,470		$	(2,034,547	)	$	(6,157,453	)	$	(5,343,899	)

Income (Loss) per share
Basic	$	0.001		$	(0.012	)	$	(0.027	)	$	(0.034	)
Diluted	$	0.0007		$	(0.012	)	$	(0.027	)	$	(0.034	)

Weighted average common shares outstanding - basic		232,361,241			171,893,796			224,098,382			158,091,581

Weighted average common shares outstanding - diluted		478,507,054			-			-			-

	Common Stock				Series C Convertible Preferred Stock				Common Stock to be			Additional Paid In			Subscription			Accumulated
	Shares		Amount		Shares		Amount		Issued			Capital			Receivable			Deficit			Total

Balance at December 31, 2021		138,099,981		13,811		500,000		50		4,530,000			51,000,166			-			(57,882,227	)		(2,338,200	)
Common stock issued under s-1		4,000,000		400									594,470									594,870
Common stock issued against common stock to be issued purchase of atd		7,000,000		700						(4,270,000	)		4,269,300									-
Common stock issued against common stock to be issued received in PY		166,667		17						(25,000	)		24,983									-
Common stock issued stock purchase agreements		976,870		98									104,902									105,000
Common stock issued for services		802,115		80						(100,000	)		179,420									79,500
Cashless exercise stock options		282,759		28									(28	)								-
Stock issued on settlement of debt		173,390		17									32,927									32,944
Stock based compensation - stock options													188,917									188,917
Net loss																			(2,086,714	)		(2,086,714	)
Balance at March 31, 2022		151,501,782		15,151		500,000				135,000			56,395,057						(59,968,941	)		(3,423,683	)
Stock issued on settlement of debt		891,610		89									64,107									64,196
Stock based compensation - stock options													182,215									182,215
Common stock issued under s-1		6,750,000		675									377,950			(92,240	)					286,385
Stock issued settlement of claim		3,544,247		354									225,817									226,171
Beneficial conversion refinance of debt													154,292									154,292
Net loss																			(1,222,638	)		(1,222,638	)
Balance June 30, 2022		162,687,639		16,269		500,000		50		135,000			57,399,438			(92,240	)		(61,191,579	)		(3,733,062	)
Stock issued in settlement of debt		5,665,636		567									348,309									348,876
Stock based compensation stock options													517,180									517,180
Common stock issued under s-1		3,227,638		323									138,668			32,176						171,167
Common stock issued stock purchase agreements		13,861,004		1,386									348,614									350,000
Net loss																			(2,034,547	)		(2,034,547	)
Balance at September 30, 2022		185,441,917		18,545		500,000		50		135,000			58,752,209			(60,064	)		(63,226,126	)		(4,380,386	)

Balance at December 31, 2022		192,441,917		19,245		500,000		50		135,000			59,191,469			(46,000	)		(64,125,176	)		(4,825,412	)
Common stock issued under s-1		8,000,000		800									169,200			5,000						175,000
Common stock issued against common stock to be issued		1,000,000		100						(135,000	)		134,900									-
Shares issued extinguishment of debt Beneficial conversion payment of interest		22,207,486		2,220									686,212									688,432
Debt modifications / conversions													459,522									459,522
Stock based compensation - stock options													103,822									103,822
Net loss																			(2,762,628	)		(2,762,628	)
Balance at March 31, 2023		223,649,403		22,365		500,000		50		-			60,745,125			(41,000	)		(66,887,804	)		(6,161,264	)

Common stock issued under s-1		4,000,000		400									72,150			40,000						112,550
Stock based compensation- stock options													21,404									21,404
Net Loss																			(3,723,295	)		(3,723,295	)
Balance June 30, 2023		227,649,403		22,765		500,000		50		-			60,838,679			(1,000	)		(70,611,099	)		(9,750,605	)
Common stock issued under s-1		10,000,000		1,000									189,225									190,225
Stock based compensation- stock options													38,415									38,415
Satisfaction of Short Share liability													3,238,429									3,238,429
Net Loss																			328,470			328,470
Balance September 30, 2023		237,649,403		23,765		500,000		50		-			64,304,748			(1,000	)		(70,282,629	)		(5,955,066	)

AXIM BIOTECHNOLOGIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows

	For the			For the
	Nine Months Ended			Nine Months Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,157,453	)	$	(5,343,899	)

Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation		24,429			23,451
Derivative Liability insufficient Shares		3,238,429			-
Stock based compensation		163,641			888,313
Amortization of prepaid insurance/expense		42,858			187,562
Amortization of debt discount		126,471			132,521
amortization of deferred rent		(519	)		-
Common stock issued for services		-			79,500
Common stock issued in settlement of an obligation		-			230,369
loss on conversion of convertible note		-			122,887
Amortization of intangible assets		295,836			295,834
Loss (gain) on extinguishment of debt		(162,811	)		137,388
Change in fair value of derivative liability		84,462			(418,769	)
Non-cash interest expense		690,000			1,316,846
Proceeds from convertible notes		-			102,387

Changes in operating assets & liabilities:
(Increase) decrease in other assets		6,811			-
Increase in shareholder advances		32,450			1,701
(Increase) decrease in prepaid expenses		-			(89,391	)
Increase in due to first insurance funding		-			80,614
Increase in deferred revenue inventory		-			148,685
Decrease in deferred revenue		(22,437	)		-
Increase (decrease) in accounts payable and accrued expenses		587,777			375,180
Net cash provided by (used in) operating activities from operations		(1,050,056	)		(1,728,821	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment		-			(8,710	)
Net cash provided by (used in) investing activities		-			(8,710	)

CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued under registration statement on Form S-1		477,775			1,052,419
Common stock issued under SPA		-			455,000
Repayment of first insurance funding		(26,781	)		(59,789	)
Proceeds from convertible notes		575,000			1,325,000
Repayment of convertible notes		-			(1,243,200	)
Repayment of promissory note		-			(81,116	)
Net cash provided by (used in) financing activities		1,025,994			1,448,314

Net (decrease) increase in cash and cash equivalents		(24,062	)		(289,217	)

Cash and cash equivalents at beginning of period		47,282			452,963
Cash and cash equivalents at end of period	$	23,220		$	163,746

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest	$	-		$	142,500
Income taxes - net of tax refund	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued against common stock to be issued	$	135,000		$	125,000
Common stock issued for severance	$	-		$	64,197
Initial derivative liability at issuance of notes	$	1,265,000		$	2,641,846
Initial debt discount at issuance of notes	$	250,000		$	1,325,000
Convertible note converted to common stock	$	688,432		$	32,944
Convertible note issued against settlement of liabilities	$	250,000		$	348,876
Initial debt discount on extinguishment of notes	$	209,522		$	-
Common stock issued against stock subscription receivable	$	40,000		$	60,064
Promissory note refinanced against convertible note	$			$	367,931
Common stock issued on cashless exercise of options	$			$	28
Common stock issued against Common stock to be issued for acquisition	$			$	4,270,000
Reversal of derivative liability on short shares	$	3,238,430		$	-

	September 30, 2023		December 31, 2022
Equipment	$	183,992	$	183,992
Less: accumulated depreciation	$	114,582	$	90,152
	$	69,410	$	93,840

	September 30,		December 31,
	2023		2022
Patents	$	250,000	$	250,000
Licenses		4,270,000		4,270,000
		4,520,000		4,520,000

Less: accumulated amortization		826,407		530,573
	$	3,693,593	$	3,989,427

		2023				2024				2025				2026				2027				2028 and thereafter
Amortization expense		$	97,405			$	389,123			$	389,123			$	389,123			$	389,123			$	2,039,696

Fair Value Hierarchy		Inputs to Fair Value Methodology
Level 1		Quoted prices in active markets for identical assets or liabilities
Level 2		Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information
Level 3		Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment

Balance, December 31, 2022	$	1,648,831
Issuance of shares in exchange for convertible note payable		(624,490	)
Issuance of convertible notes payable		1,265,000
Mark to market		84,463
Balance, September 30, 2023	$	2,373,804

Loss (Gain) on change in derivative liabilities for the nine months ended September 30, 2023	$	(609,053	)
Loss on Change in Fair Value of derivative liability for the three months ended September 30, 2023		84,463

Balance, December 31, 2021	$	-

Issuance of convertible notes payable		2,641,846
Derivative liabilities on settlement of note transferred to gain on settlement		(227,459	)
Mark to Market during the nine months ended September 30, 2022	$	(418,769	)
Balance September 30, 2022		1,995,618
Loss on change in derivative liabilities for the nine months ended September 30, 2022		500,887
Loss (Gain) on Change in Fair Value of derivative liability for the three months ended September 30, 2022	$	(418,769	)

	Options Outstanding			Weighted Average Exercise Price
Outstanding at December 31, 2021		10,960,715		$	0.37
Granted		14,400,000			0.0405
Exercised		(500,000	)		0.002
Expired or cancelled		(3,000,000	)		0.057
Outstanding at December 31, 2022		21,860,715		$	0.049
Granted		3,000,000			0.02
Expired		(742,386	)		-
Balance September 30, 2023		24,118,329		$	0.13

	Number of Warrants		Weighted Average Exercise Price
Outstanding at December 31, 2021		3,025,000	$	0.71
Granted		519,247		0.31
Forfeited/Cancelled		-		-
Exercised		-		-
Outstanding at December 31, 2022		3,544,247	$	0.65
Granted		-		-
Exercised		-		-
Expired		-		-
Outstanding at September 30, 2023		3,544,247		0.65

Month(s) of Term	No. of Months		Monthly Base Rent		Conditionally Abated Monthly Base Rent		Total Monthly Base Rent
May 1, 2023 – May 31, 2023		1	$	8,014.00			$	8,014.00
June 1, 2023 – September 30, 2023		1	$	8,014.00	$	8,014.00	$	8,014.00
July 1, 2023 – April 30, 2024		10	$	8,014.00			$	8,014.00
May 1, 2024 – April 30, 2025		12	$	8,335.00			$	8,334.00
May 1, 2025 – April 30, 2026		12	$	8,668.00			$	8,668.00
May 1, 2026 – May 31, 2026		1	$	9,014.00			$	9,014.00

Right-of-use assets	$	248,719

Lease liability obligations, current	$	91,672
Lease liability obligations, noncurrent		162,410
Total lease liability obligations	$	254,082

Weighted-average remaining lease term	2.50 years

Weighted-average discount rate		6	%

Three months ended	September 30,			September 30,
	2023			2022
Operating lease expense	$	26,401	*	$	14,854
Short-term lease expense		11,637			24,700
Total lease expense	$	38,038		$	39,554

	September 30,			December 31,
	2023			2022
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (1)	$	484,478		$	484,478
Convertible Note Payable, due on January 27,2032 interest at 3% p.a. (4)		367,931			367,931
Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. (2)		500,000			500,000
Convertible note payable, due on February 10, 2032, interest at 3.0% p. a. (5)		800,000			1,150,000
Convertible note payable, due on December 31, 2034, interest at 3% p.a. (3)		190,000			190,000
Convertible note payable, due on May 23, 2033, interest at 3.75% p.a.		250,000			-
Convertible note payable, due on May 23, 2033, interest at 3.75% p.a.		325,000			-
Accrued interest (The accrued interest and principal are both included in the captions titled “convertible note payable” in the balance sheet)		70,061			274,442
Total		2,987,470			2,966,851
Less: unamortized debt discount/finance premium costs		(1,557,786	)		(1,583,435	)
Convertible note payable, net	$	1,429,684		$	1,383,416

Nine months ended	September 30,			September 30,
	2023			2022
Operating lease expense	$	70,633	*	$	37,203
Short-term lease expense		34,911			15,516
Total lease expense	$	105,544		$	52,719

2023	$	24,042
2024		106,750
2025		102,684
2026		43,686
Total minimum payments		277,162
Less: amount representing interest		(23,080	)
Total	$	254,082

	●	Contact lens fitting – approximately 45 million people wear contact lens in the US alone (2021).

	●	LASIK surgery- approximately 718,000 (2020).

	●	Cataract surgery with lens exchange - approximately 3.8 million (2018).

Biomarker	Company	Type	CLIA status

Lactoferrin	Axim	(quantitative analysis)	moderate complexity

IgE	Axim	(quantitative analysis)	moderate complexity

MMP9	Quidel	(qualitative only)	waived

Osmolarity	TearLab	(quantitative analysis)	waived

Ocular Adenovirus	Quidel	(qualitative only)	waived

	●	AXIM’s strategic focus is on commercializing FDA-cleared Dry Eye Disease (DED) diagnostic system
	●	Plans to address largely underserved DED diagnosis market with patent pending tear collection method and approved tests, supported by world-class DED management team
	●	Supply agreements in place to fulfil demand for DED readers and test strips, creating large revenue opportunity
	●	Company places emphasis on generating positive cash flow through DED program

	●	Low Lactoferrin levels directly correlate to DED caused by aqueous deficiency
	●	The severity of DED can be determined by the Lactoferrin level
	●	Low Lactoferrin levels may represent increased surgical risk or contact lens intolerance
	●	Changes in Lactoferrin levels may show the efficacy of the prescribed treatment

	●	The presence of IgE indicates the diagnosis of allergic conjunctivitis
	●	Levels of IgE increase with the severity of the allergic response
	●	IgE testing can help differentiate allergic conjunctivitis from dry eye syndrome
	●	Allergic conjunctivitis is a contraindication for LASIK and other surgical procedures

	●	Successfully complete our clinical trials to prove the accuracy and ease of use to achieve CLIA waivers.
	●	Generate positive, peer reviewed reviews by eye care professionals as to the performance and ease of use.
	●	Penetrate the ophthalmologist and optometrist marketplace through our partner with our industry-changing DED diagnostic technology.
	●	Identify potential strategic acquisition targets to accelerate our DED diagnostic applications and capabilities expansion.
	●	Grow our DED business to reach a positive cash flow run rate by the end of 2023 and build its profitability beyond.

	(i)	filing Exchange Act reports;
	(ii)	contractual obligations;
	(iii)	building inventory of our approved devices;
	(iii)	clinical trials; and
	(iv)	continued research and development of our diagnostic tests.

Exhibits	Exhibit #	Incorporated by Reference (Form Type)	Filing Date	Filed with This Report

Articles of Incorporation, as filed with the Nevada Secretary of State on November 18, 2010.	3.1	10-Q	11/14/2014

Certificate of Amendment, as filed with the Nevada Secretary of State on July 24, 2014.	3.2	10-Q	11/14/2014

Amended and Restated (As of August 17, 2016) Bylaws of AXIM Biotechnologies, Inc.	3.3	10-Q	8/22/2016

Certificate of Designation of Series B Preferred Stock.	3.4	10-Q	8/22/2016

Certificate of Designation of Series C Preferred Stock.	3.5	10-Q	8/22/2016

Description of Securities	4.1	10-K	4/17/2023

Equity Purchase Agreement dated May 14, 2021, by and between AXIM Biotechnologies, Inc and Cross & Company	10.1	8-K	05/14/2021

Binding Term Sheet Agreement dated August 3, 2021, by and between AXIM Biotechnologies, Inc. and Advanced Tear Diagnostics, LLC.	10.2	10-K	04/15/2022

Asset Purchase Agreement dated August 26, 2021, by and between AXIM Biotechnologies, Inc. and Advanced Tear Diagnostics, LLC.	10.3	10-K	04/15/2022

Form of 1.5% Short Term Promissory Notes, dated February 10, 2022.	10.4	8-K	02/16/2022

Form of 3% Short Term Promissory Notes, dated February 10, 2022.	10.5	8-K	02/16/2022

6% Convertible Redeemable Note dated September 29, 2021, made by and between AXIM Biotechnologies, Inc. and GS Capital Partners, LLC, as amended.	10.6	8-K	02/16/2022

Termination Agreement dated March 3, 2022, by and between AXIM Biotechnologies, Inc. and Empowered Diagnostics, LLC	10.7	10-K	04/15/2022

Code of Business Conduct and Ethics.	14.1	10-Q	11/20/2017

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.	31.1			X

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.	31.2			X

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.	32.1			X

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.	32.2			X

Nominating and Governance Committee Charter.	99.1	10-Q	11/20/2017

Compensation Committee Charter.	99.2	10-Q	11/20/2017

Audit Committee Charter.	99.3	10-Q	11/20/2017

XBRL Instance Document	101.INS			X

XBRL Taxonomy Extension Schema Document	101.SCH			X

XBRL Taxonomy Extension Calculation Linkbase Document	101.CAL			X

XBRL Taxonomy Extension Definition Linkbase Document	101.DEF			X

XBRL Taxonomy Extension Label Linkbase Document	101.LAB			X

XBRL Taxonomy Extension Presentation Linkbase Document	101.PRE			X

	AXIM BIOTECHNOLOGIES, INC.

Dated: November 20, 2023	By:	/s/ John W. Huemoeller II
		John W. Huemoeller II
		President and Director
		Principal Executive Officer

Dated: November 20, 2023	By:	/s/ Robert Malasek
		Robert Malasek
		Principal Financial Officer