STME 10-Q
Stimcell Energetics Inc. (STME)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ACT OF 1934
For the quarterly period ended
or
ACT OF 1934
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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incorporation or organization) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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.
Indicate by check mark whether the 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 such shorter period that the registrant was required to submit and post such files).
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
| Smaller Reporting Company | |
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| Emerging Growth Company |
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. ☐
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Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes
The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of January 16, 2024, was
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CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed consolidated financial statements of Cell MedX Corp. as at November 30, 2023, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three- and six-month periods ended November 30, 2023, are not necessarily indicative of the results that can be expected for the year ending May 31, 2024.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Cell MedX,” and the “Company” mean Cell MedX Corp. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.
1
CELL MEDX CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
November 30, 2023 |
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ASSETS |
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Current assets |
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Cash | $ |
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Other current assets |
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Total assets | $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Accounts payable | $ |
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Accrued liabilities |
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Due to related parties |
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Notes and advances due to related parties |
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Notes and advances payable |
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Total liabilities |
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STOCKHOLDERS’ DEFICIT |
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Common stock, $ authorized; November 30, 2023 and May 31, 2023 |
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Additional paid-in capital |
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Reserves |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
CELL MEDX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Revenue |
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Sales |
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Cost of goods sold |
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Gross margin |
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Operating expenses |
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Consulting fees |
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General and administrative expenses |
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Research and development costs |
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Total operating expenses |
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Other items |
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Interest |
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Net loss |
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Foreign currency translation |
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Comprehensive loss |
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Net loss per common share |
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Basic and diluted |
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Weighted average number of shares outstanding |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
CELL MEDX CORP.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Shares | Amount | Additional Paid-in Capital | Reserves | Deficit Accumulated | Accumulated Other Comprehensive Income (Loss) | Total | |||||||
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Balance - May 31, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||
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Net loss for the period ended Aug 31, 2022 |
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Translation to reporting currency |
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Balance - Aug 31, 2022 |
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Net loss for the period ended Nov 30, 2022 |
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Translation to reporting currency |
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Balance - Nov 30, 2022 | $ | $ | $ | $ | ( | $ | $ | ( | |||||
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Balance - May 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ( | |||||
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Net loss for the period ended Aug 31, 2023 |
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Translation to reporting currency |
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Balance - Aug 31, 2023 |
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Net loss for the period ended Nov 30, 2023 |
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Translation to reporting currency |
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Balance - Nov 30, 2023 | $ | $ | $ | $ | ( | $ | $ | ( | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
CELL MEDX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| Six Months Ended November 30, | ||||
2023 |
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Cash flows used in operating activities |
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Net loss | $ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Accrued interest on notes payable |
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Accrued interest on vendor payables |
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Unrealized foreign exchange |
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Changes in operating assets and liabilities |
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Other current assets |
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Accounts payable |
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Accrued liabilities |
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Due to related parties |
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Net cash flows used in operating activities |
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Cash flows provided by financing activities |
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Proceeds from notes due to related parties |
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Net cash provided by financing activities |
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Effects of foreign currency exchange on cash |
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Decrease in cash |
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Cash, ending | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
CELL MEDX CORP.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2023
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Cell MedX Corp. (Cell MedX, or the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada”) under the laws of the province of British Columbia. Cell MedX is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.
Unaudited Interim Financial Statements
The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2023, included in the Company’s Annual Report on Form 10-K, filed with the SEC on September 1, 2023. The interim unaudited condensed consolidated financial statements for the three- and six-month periods ended November 30, 2023, should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and six-month periods ended November 30, 2023, are not necessarily indicative of the results that may be expected for the year ending May 31, 2024.
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of November 30, 2023, the Company has not achieved profitable operations and has accumulated a deficit of $
NOTE 2 - RELATED PARTY TRANSACTIONS
Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at November 30, 2023, and at May 31, 2023:
November 30, 2023 | May 31, 2023 | |||
Due to the Chief Executive Officer (“CEO”)(3) | $ | $ | ||
Due to the Chief Financial Officer (“CFO”) |
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Due from the Vice President (“VP”), Technology and Operations |
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Due to a company controlled by the director and former Chief Operating Officer (“COO”)(2) |
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Due to a company controlled by the former COO and a major shareholder |
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Due to Live Current Media, Inc. (“LIVC”)(1) |
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Due to a relative of the major shareholder(2) |
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Due to a significant shareholder(2, 3) |
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Due to a spouse of the significant shareholder(2) |
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Due to related parties | $ | $ | ||
(1)LIVC is related to the Company through Mr. David Jeffs, significant shareholder of LIVC, who is a close relative of the Company’s major shareholder, Mr. Richard Jeffs.
F-5
(2)During the six-month period ended November 30, 2023, a company controlled by the former COO and current director assigned a total of $682,590 owed to it in separate transactions; of this amount a total of $425,590 were transferred to the Company’s related parties.
(3)During the six-month period ended November 30, 2023, the Company’s CEO assigned a total of $76,500 owed to him to Mr. Vahabzadeh a significant shareholder of the Company.
The amounts due to related parties are unsecured, due on demand and bear no interest.
During the six-month periods ended November 30, 2023 and 2022, the Company had the following transactions with related parties:
November 30, 2023 |
| November 30, 2022 | |||
Management fees incurred to the CEO | $ |
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Consulting fees incurred to the CFO(1) |
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Consulting fees incurred to the VP, Technology and Operations |
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Consulting fees incurred to the company controlled by a director and former COO |
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Royalty incurred to LIVC |
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Royalty incurred to a company controlled by a director and former COO and Mr. Richard Jeffs |
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Total transactions with related parties | $ |
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(1)During the six-month period ended November 30, 2023, the services provided by the CFO were recorded as part of consulting fees. In the prior period, the services provided by the CFO were recorded as part of management fees.
NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES
The tables below summarize the loans and advances due and payable to related parties as at November 30, 2023 and May 31, 2023:
As at November 30, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
| Accrued Interest | Total Book Value | ||||
$ | Related party loans payable (1) | $ | $ | |||||
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As at May 31, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
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$ | Related party loans payable (1) | $ | $ | |||||
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(1) Related Party Loans Payable
As at November 30, 2023, the Company owed a total of $
As at November 30, 2023, the Company owed a total of $
F-6
As at November 30, 2023, the Company owed a total of $
As at November 30, 2023, the Company owed a total of $
As at November 30, 2023, the Company owed a total of $
As at November 30, 2023, the Company owed a total of $
As at November 30, 2023, the Company owed $
As at November 30, 2023, the Company owed a total of $
(2) Advances Payable
As at November 30, 2023, the Company owed a total of $
F-7
NOTE 4 - NOTES AND ADVANCES PAYABLE
As at November 30, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
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$ | Loans payable(1) | $ | $ | |||||
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As at May 31, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
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$ | Loans payable | $ | $ | |||||
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(1)During the six-month period ended November 30, 2023, one of the Company’s note holders sold its debt to Mr. Vahabzadeh, a significant shareholder. The total amount of the notes payable on the day of the transaction was $118,587 (Note 3). Upon the sale, the terms of the loans did not change and continue to accumulate 6% annual interest compounded monthly, payable on demand, and being unsecured.
During the six-month period ended November 30, 2023, the Company recorded $
NOTE 5 - OTHER CURRENT ASSETS
As at November 30, 2023, other current assets consisted of $
NOTE 6 - REVENUE
During the three- and six-month periods ended November 30, 2022, the Company’s revenue consisted of monthly subscriptions to eBalance® microcurrent treatments. As at May 31, 2023, the Company had stopped all its commercial activity due to loss of licenses issued previously by Health Canada, therefore the Company had no revenue for the six-month period ended November 30, 2023.
Following are the details of revenue and associated costs:
| Three months ended November 30, | Six months ended November 30, | ||||||
| 2023 | 2022 | 2023 | 2022 | ||||
Monthly subscriptions | $ | - | $ | $ | - | $ | ||
Sales of eBalance® devices |
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Cost of eBalance® devices and services |
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Royalty payable |
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Gross margin | $ | - | $ | $ | - | $ | ||
NOTE 8 - SHARE CAPITAL
During the six-month period ended November 30, 2023, the Company did not have any transactions that would have resulted in the issuance of its common shares.
As at November 30, 2023, the Company did not have any options or warrants issued and exercisable.
F-8
NOTE 9 - SUBSEQUENT EVENTS
Subsequent to November 30, 2023, Mr. Richard Jeffs notified the Company that he had reassigned the notes payable the Company issued to him in exchange for loans totaling US$411,000 and CAD$26,800 to Mr. David Jeffs. The total amount reassigned including interest was $477,373. On assignment, the terms of the notes payable did not change, and remain payable on demand, accumulating interest at 6% annual interest compounded monthly.
On December 19, 2023, the Company announced that it had entered into agreements to settle debt in the aggregate amount of $
The following table shows the details of Debt Settlement:
| Amount converted | Shares issued on conversion | |
Debt converted with the director and CEO | $ | ||
Debt converted with a company controlled by director and former COO |
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Debt converted with Mr. David Jeffs |
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Debt converted with Mr. Vahabzadeh |
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Debt converted with the spouse of Mr. Vahabzadeh |
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Debt converted with family members of Mr. David Jeffs |
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Debt converted with Susan Jeffs |
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Debt converted with Richard Jeffs |
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Debt converted with other debt holders |
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Total | $ | ||
Subsequent to November 30, 2023, the Company received $
F-9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the “Risk Factors” in Part II, Item 1A of this Quarterly Report.
The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2023, filed with the United States Securities and Exchange Commission (the “SEC”) on September 1, 2023.
Overview
We were incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, we formed our wholly owned subsidiary, Cell MedX (Canada) Corp., (the “Subsidiary”) under the laws of the Province of British Columbia.
We are a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, Parkinson’s disease, high blood pressure, neuropathy and kidney function. Our Subsidiary is engaged in development and manufacturing of therapeutic devices based on our proprietary eBalance® Technology, which harnesses power of microcurrents and their effects on human body.
Recent Corporate Developments
Audit Committee
On November 9, 2023, the Company announced that it has instituted an audit committee and appointed Mr. Dwayne Yaretz, Mr. George Adams and Mr. Joao (John) da Costa as its members. Mr. da Costa resigned as Chief Operating Officer of the Company, and therefore Mr. da Costa and Mr. Adams are independent directors on the audit committee.
BCSC Cease Trade Order Revocation
On November 22, 2023, the British Columbia Securities Commission (the “BCSC”) issued an order revoking the Cease Trade Order previously issued by the BCSC on October 11, 2022 (the “CTO”). The CTO was previously issued by the BCSC for the Company failing to file audited financial statements and related management’s discussion and analysis and an annual information Form within the required time, which the Company filed on September 1, 2023, along with all other required continuous disclosure reports, bringing the Company up to date with its filing obligations under applicable Canadian securities laws.
Change in Management
On December 12, 2023, Mr. Dwayne Yaretz resigned as Chief Executive Officer (“CEO”) of the Company and Mr. Brad Hargreaves resigned as VP of Technology and Operations. Mr. David Jeffs was appointed as the new CEO of the Company. Mr. Jeffs was also appointed to the Company’s board of directors, together with Mr. Amir Vahabzadeh. Both Mr. Yaretz and Mr. Hargreaves continue as directors of the Company.
Mr. Jeffs had most recently acted as the President and Secretary, and a director, of Live Current Media Inc. (“Live Current”) a media technology company involved in the creator economy, bringing together a select group of companies and technologies to create a platform that powers the independent creator. Mr. Jeffs acted in those capacities from October 2010 to May 2023, and had also acted as the Chief Executive Officer and Chief Financial Officer and Treasure of Live Current from October 2010 to April 2022. Mr. Jeffs was also the Chief Executive Officer of Live Current from July 2002 through May 2007 and the President and a director of Live Current Media from July 2002 through September 2007. During his first tenure as CEO of Live Current, it was recognized as one of the fastest growing companies in British Columbia for three years running by Business in Vancouver magazine and as one of the fastest growing companies in Canada for two years in a row by Profit500 magazine. Prior to his position with Live
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Current, Mr. Jeffs was the president and director of a private corporation trading in consumer goods products. Mr. Jeffs graduated from the University of British Columbia with a Bachelor of Arts where he majored in economics.
Mr. Vahabzadeh has been involved in both the Internet and health and wellness industries as an online business owner and consultant for over 15 years. Mr. Vahabzadeh also owned and operated a thoroughbred racing and breeding facility in British Columbia. Mr. Vahabzadeh holds a Bachelor of Arts degree and is a graduate of the University of British Columbia.
Conversion of Debt to Shares
In December of 2023, the Company entered into agreements to settle debt in the aggregate amount of $1,622,693 for shares of the Company’s common stock at a price of $0.007 per share for an aggregate of 231,813,310 shares of common stock (the “Debt Settlement”). The Debt Settlement was finalized on December 29, 2023, and resulted in a change in control of the Company. As part of the Debt Settlement, Mr. David Jeffs acquired 73,959,726 shares of the Company’s common stock, while family members of Mr. Jeffs acquired an additional 43,819,083 shares of common stock. Mr. Amir Vahabzadeh acquired 61,775,148 shares of common stock, while Mr. Vahabzadeh’s spouse acquired an additional 23,676,239 shares of common stock.
The shares of common stock issued as part of the Debt Settlement were not registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and were issued pursuant to exemptions from the registration requirements provided by Regulation S of the U.S. Securities Act and Rule 506(b) of Regulation D of the U.S. Securities Act.
Results of Operations for the Three and Six Months ended November 30, 2023 and 2022
Our operating results for the three-month periods ended November 30, 2023 and 2022, and the changes in the operating results between those periods are summarized in the table below.
| Three Months ended November 30, | Percentage Increase/ (Decrease) | Six Months ended November 30, | Percentage Increase/ (Decrease) | |||||||
2023 | 2022 | 2023 | 2022 | ||||||||
Sales | $ | - | $ | 1,950 | (100.0)% | $ | - | $ | 2,466 | (100.0)% | |
Cost of goods |
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| (1,426) | (100.0)% |
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| (2,223) | (100.0)% | |
Gross margin |
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| 524 | (100.0)% |
| - |
| 243 | (100.0)% | |
Operating expenses |
|
|
|
|
|
|
|
|
|
| |
Consulting fees |
| 29,470 |
| 23,267 | 26.7% |
| 59,471 |
| 46,932 | 26.7% | |
General and administrative expenses |
| 12,791 |
| 86,899 | (85.3)% |
| 33,538 |
| 185,114 | (81.9)% | |
Research and development costs |
| 301 |
| 22,407 | (98.7)% |
| 607 |
| 45,250 | (98.7)% | |
Total operating expenses |
| 42,562 |
| 132,573 | (67.9)% |
| 93,616 |
| 277,296 | (66.2)% | |
Interest |
| 17,985 |
| 10,764 | 67.1% |
| 43,884 |
| 20,445 | 114.6% | |
Net loss | $ | 60,547 | $ | 142,813 | (57.6)% | $ | 137,500 | $ | 297,498 | (53.8)% | |
Revenues
During the three-month period ended November 30, 2023, we did not generate any revenue, as compared to $1,138 in revenue from sales of eBalance® devices and $812 we received from monthly recurring revenue associated with the eBalance® treatment packages during the three-month period ended November 30, 2022. The cost attributed to this revenue was $1,426.
During the six-month period ended November 30, 2023, we did not generate any revenue, as compared to $1,138 in revenue from sales of eBalance® devices and $1,328 we received from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $2,223.
As of the date of this Quarterly Report on Form 10-Q, our revenue-generating activities associated with sales of eBalance® Home and Pro Systems, as well as monthly recurring revenue from the online sales of eBalance® treatment packages continue to be suspended as a result of the cancellation of Health Canada Class II Medical Device licenses for our eBalance® Pro System, and eBalance® Home System.
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Operating Expenses
During the three-month period ended November 30, 2023, our operating expenses decreased by 67.9% from $132,573 we incurred during the three months ended November 30, 2022, to $42,562 we incurred during the three months ended November 30, 2023. The largest change was associated with a decrease in our general and administrative fees (“the G&A fees”) from $86,899 we incurred during the three months ended November 30, 2022, to $12,791 we incurred during the three months ended November 30, 2023. Our management fees, which are included in G&A fees, decreased by $37,500, to $Nil, as during the current period ended November 30, 2023, the fees we pay to our CFO have been included in consulting fees, in addition, during the comparative period we accrued $30,000 payable to our CEO, as compared to $Nil accrued in the current period. The second-largest change was associated with a $29,736-decrease in foreign exchange loss from $34,377 we incurred during the three-month period ended November 30, 2022, to $4,641 we incurred during the three-month period ended November 30, 2023. Our accounting and audit fees decreased by $9,018 to recapture of $9,750, which resulted from an over-accrual of audit fees for the year ended May 31, 2023, our corporate communication fees decreased by $6,046 to $1,907, and office expenses decreased by $1,662 to $1,066. These decreases were in part offset by increased professional fees of $9,664, which increased by $8,744, as compared to $920 we incurred during the comparative three-month period ended November 30, 2022, and by $5,017 filing and regulatory fees, which increased by $1,665 from $3,352 for we incurred during the comparative three-month period ended November 30, 2022.
Our research and development fees for the three-month period ended November 30, 2023, decreased by $22,106, or 98.7%, from $22,407 we incurred during the three-month period ended November 30, 2022, to $301 we incurred during the three-month period ended November 30, 2023. The lower research and development fees during the three-month period ended November 30, 2022, were associated with our decision to suspend further development of the eBalance® devices due to lack of funding and unfavorable financial position. These decreases were in part offset by a $6,203 increase in consulting fees from $23,267 for the three-month period ended November 30, 2022, to $29,470 we incurred during the three months ended November 30, 2023.
On a year-to-date basis, our operating expenses decreased by 66.2% from $277,296 we incurred during the six months ended November 30, 2022, to $93,616 we incurred during the six months ended November 30, 2023. The most significant changes were as follows:
·During the six-month period ended November 30, 2023, our consulting fees increased by $12,539, or 26.7%, from $46,932 we incurred during the six-month period ended November 30, 2022, to $59,471 we incurred during the six-month period ended November 30, 2023.
·Our research and development fees for the six-month period ended November 30, 2023, decreased by $44,643, or 98.7%, from $45,250 we incurred during the six-month period ended November 30, 2022, to $607 we incurred during the six-month period ended November 30, 2023. The lower research and development fees during the six-month period ended November 30, 2022, were associated with our decision to suspend further development of the eBalance® devices due to lack of funding and unfavorable financial position.
·Our general and administrative fees for the six-month period ended November 30, 2023, decreased by $151,576, or 81.9%, from $185,114 we incurred during the six-month period ended November 30, 2022, to $33,538 we incurred during the six-month period ended November 30, 2023. The largest factor that contributed to this change was associated with decrease in our management fees of $75,000, to $Nil, as during the current period ended November 30, 2023, the fees we pay to our CFO have been included in consulting fees, in addition, during comparative period we accrued $60,000 payable to our CEO, as compared to $Nil accrued in the current period. In addition, during the current period, we recorded $768 in foreign exchange gain as compared to $75,200 in foreign exchange loss we recorded for the comparative period ended November 30, 2022. The corporate communications fees decreased by $13,369 to $2,533. These decreases were in part offset by $1,682 increase to our audit and accounting fees, and $12,246 increase in professional fees to $13,607, which resulted from the legal assistance we needed in preparing submission to BCSC with request to revoke the CTO.
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Other Items
During the three-month period ended November 30, 2023, we accrued $17,985 (November 30, 2022 - $10,764) in interest associated with the outstanding notes and vendor payables. During the six-month period ended November 30, 2023, we accrued $43,884 (November 30, 2022 - $20,445) in interest associated with the outstanding notes and vendor payables.
Liquidity and Capital Resources
Working Capital
| As at November 30, 2023 |
| As at May 31, 2023 |
| Percentage Increase/ (Decrease) | ||
Current assets | $ | 22,883 |
| $ | 103,270 |
| (77.8)% |
Current liabilities |
| 2,548,375 |
|
| 2,488,750 |
| 2.4% |
Working capital deficit | $ | (2,525,492) |
| $ | (2,385,480) |
| 5.9% |
As of November 30, 2023, we had a cash balance of $22,623, a working capital deficit of $2,525,492 and cash flows used in operations of $75,685 for the period then ended. During the six-month period ended November 30, 2023, we funded our operations with funds we borrowed under loan agreements which we entered into during the quarter ended May 31, 2023, which accumulate interest at 10% per annum, compounded monthly, and are due on demand.
We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the six-month period ended November 30, 2023. The amount of cash we have generated from our operations to date is significantly less than our current debt obligations. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the outstanding notes and advances payable, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.
Cash Flows
| Six months ended November 30, | ||||
| 2023 |
| 2022 | ||
Cash flows used in operating activities | $ | (75,685) |
| $ | (143,221) |
Cash flows provided by financing activities |
| - |
|
| 137,372 |
Effects of foreign currency exchange on cash |
| 13 |
|
| (718) |
Net decrease in cash during the period | $ | (75,672) |
| $ | (6,567) |
Net Cash Used in Operating Activities
Net cash used in operating activities during the six months ended November 30, 2023, was $75,685. This cash was primarily used to cover our cash operating expenses of $92,987, which were represented by net loss of $137,500 reduced by the non-cash items totaling $44,513, and to decrease our accrued liabilities by $28,230. These uses of cash were offset by $22,857 increase in amounts due to related parties, $17,928 increase to accounts payable, and $4,747 decrease in other current assets, which include GST receivable and prepaid expenses.
Net cash used in operating activities during the six months ended November 30, 2022, was $143,221. This cash was primarily used to cover our cash operating expenses of $210,357, which were represented by net loss of $297,498 reduced by the non-cash items totaling $87,141, and to decrease our accounts payable by $6,173. These uses of cash were offset by $60,525 increase in amounts due to related parties, $2,497 increase to accrued liabilities, and $10,287 decrease to our current assets, which include GST receivable and prepaid expenses.
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Non-cash transactions
During the six-month period ended November 30, 2023, our net loss was affected by the following expenses that did not have any impact on cash used in operations:
·$43,884 (November 30, 2022 - $20,445) in interest we accrued on the outstanding notes and vendor payables; and
·$629 in unrealized foreign exchange loss (November 30, 2022 - $66,696), which resulted from fluctuations of Canadian dollar, the functional currency of Cell MedX Canada, in relation to the US dollar, the functional currency of our parent company, being also our reporting currency;
Net Cash Used in Investing Activities
We did not have any investing activities during the six-month periods ended November 30, 2023 and 2022.
Net Cash Provided by Financing Activities
We did not have any financing activities during the six-month period ended November 30, 2023.
During the six-month period ended November 30, 2022, we received $137,372 under a number of loan agreements with Mr. Richard Jeffs, which were payable on demand and accumulated interest at 6% per annum. On October 12, 2022, we reached an agreement with Mr. Richard Jeffs to amend certain terms included in the loan agreements with him totaling $539,325. Under the amended terms, upon a default of any payment of the amount owed under the amended loan agreements, Mr. Richard Jeffs will have full right and title of ownership to our eBalance® Technology and any and all products developed by us and our subsidiary that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications we were granted. All other terms of the loan agreements, including repayment date and interest rate, remained substantially the same. In December of 2023 Mr. Richard Jeffs assigned a portion of his loans to Mr. David Jeffs, and on December 29, 2023, these loans were converted to the shares of the Company’s common stock.
Going Concern
The notes to our unaudited condensed consolidated financial statements as at November 30, 2023, disclose our uncertain ability to continue as a going concern. Our current business operations are in an early development stage and as such, we were able to generate only minimal revenue from the operations. Our research and development as well as marketing plans require large capital expenditures. Due to the financial difficulties the Company faces, we decided to abandon the research and development plans associated with our eBalance® technology, until such time that the Company has regained its financial stability. Management is planning to mitigate the Company’s shortfall in funds through equity or debt financing. On December 29, 2023, we issued 231,813,310 shares of common stock (the “Debt Settlement”) on conversion of $1,622,693 in current liabilities into shares of our common stock at a price of $0.007 per share, which resulted in a decrease to our working capital deficit.
As at November 30, 2023, we had accumulated a deficit of $10,290,277 since inception and additional funding will be required to support our operations. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our unaudited condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes
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depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently.
Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure
None.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
None
Item 4. Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.
During the quarter ended November 30, 2023, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There is a high degree of risk associated with investing in our securities. Prospective investors should carefully read this Quarterly Report on Form 10-Q and consider the following risk factors when deciding whether to purchase our securities.
The risk factors outlined below are some of the known, substantial, material and potential risks that could adversely affect our business, financial condition, operating results and common share value. We cannot assure that we will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
Risks Associated with our Company and our Industry
We operate in a highly competitive market. We face competition from large, well established medical device manufacturers and pharmaceutical companies in the market for treatment of pain and management of diabetes and related ailments. Many of these companies are very well accepted by health practitioners and have significant resources, and we may not be able to compete effectively.
The market for treatment and management of diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, the MediSense Inc., and TheraSense Inc. These competitors’ products are based on traditional healthcare model and are well accepted by health practitioners and patients. If these companies decide to penetrate our target market they could threaten our position in the market.
We are subject to numerous governmental regulations which can increase our costs of developing the eBalance® Technology and products based on this technology.
Our products are subject to rigorous regulation by the FDA, Health Canada and numerous international, supranational, federal, and state authorities. The process of obtaining regulatory approvals to market a medical device can be costly and time-consuming, and approvals may not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all. Delays in the receipt of, or failure to obtain approvals for, our products, or new indications and uses, could result in delayed realization of product revenues, reduction in revenues, and in substantial additional costs. In addition, no assurance can be given that we will remain in compliance with applicable FDA, Health Canada and other regulatory requirements once approval or marketing authorization has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, advertising, and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns.
Changes in the health care regulatory environment may adversely affect our business.
A number of the provisions of the U.S. Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 and its amendments changed access to health care products and services and established new fees for the medical device industry. Future rulemaking could increase rebates, reduce prices or the rate of price increases for health care products and services, or require additional reporting and disclosure. We cannot predict the timing or impact of any future rulemaking.
8
Inability to protect and enforce our intellectual property rights could adversely affect our financial results.
Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames, and other forms of trade dress, are important to our business. An inability to defend, protect and enforce our intellectual property rights could adversely affect our financial results, even if we are successful in developing and marketing products based on the eBalance® Technology. In addition, an adverse outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of our intellectual property rights are invalid could allow our competitors to compete more easily and cost-effectively. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material adverse effect on our business, financial condition, or results of operations.
The cost to us of any patent litigation or interference proceeding could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or interference proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.
Competitors’ intellectual property may prevent us from selling our products or have a material adverse effect on our future profitability and financial condition.
Competitors may claim that our technology infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require us to enter into license agreements. We cannot guarantee that we would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject us to significant damages or an injunction preventing the manufacture, sale or use of our product. Any of these events could have a material adverse effect on our profitability and financial condition.
Our research and development efforts may not result in the development of commercially successful products based on our eBalance® Technology, which may hinder our profitability and future growth.
We continue to further research our eBalance® Technology and develop products based on the technology. In order to develop commercially marketable products, we will be required to commit substantial efforts, funds, and other resources to research and development. A high rate of failure is inherent in the research and development of new products and technologies. We must make ongoing substantial expenditures without any assurance that our efforts will be commercially successful.
Failure can occur at any point in the process, including after significant funds have been invested. Planned products may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.
Even if we successfully develop marketable products or commercially develop our current technology, we may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations.
Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. We cannot state with certainty when or whether our products under development will be launched, whether we will be able to develop, license, or otherwise acquire new products, or whether any products will be commercially successful. Failure to launch successful new products or new indications for existing products may cause our products to become obsolete, causing our revenues and operating results to suffer.
New products and technological advances by our competitors may negatively affect our results of operations.
Our products face intense competition from our competitors. Competitors’ products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than our products. We cannot predict with certainty the timing or impact of the introduction of competitors’ products.
9
Significant safety concerns could arise for our products, which could have a material adverse effect on our revenues and financial condition.
Health care products typically receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Following regulatory approval, these products will be used over longer periods of time in many patients. Investigators may also conduct additional, and perhaps more extensive, studies. If new safety issues are reported, we may be required to amend the conditions of use for a product. For example, we may be required to provide additional warnings on a product’s label or narrow its approved intended use, either of which could reduce the product’s market acceptance. If serious safety issues arise with our product, sales of the product could be halted by us or by regulatory authorities. Safety issues affecting suppliers’ or competitors’ products also may reduce the market acceptance of our products.
Inability to attract and maintain key personnel may cause our business to fail.
Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the healthcare industry to recruit and retain competent employees and consultants. If we cannot maintain qualified personnel to meet the needs of our anticipated growth, we could face material adverse effects on our business and financial condition.
We are recently formed, lack operating history and to date have generated only minimal revenues. If we cannot increase our revenues to start generating profits, our investors may lose their entire investment.
We are a recently formed company and to date have generated only minimal revenues. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing. We have a limited operating history and thus our progress as well as potential future success cannot be reasonably estimated. Success has yet to be proven and financial losses should be expected to continue in the near future and at least until such time that we enter commercial production of devices based on the eBalance® Technology, of which there is no assurance. As a new business, we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have an accumulated deficit of $10,290,277 and there is no guarantee, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.
We need to acquire additional financing, or our business will fail.
We must obtain additional capital, or our business will fail. In order to continue development of our eBalance® Technology, apply for medical licenses, FDA approvals, and to carry our additional observational and clinical trials, we must secure more funds. Currently, we have limited resources and have already accumulated a deficit. We do not have immediate sources of financing. Financing may be subject to numerous factors including investor sentiment, acceptance of our technology and so on. We may also have to borrow large sums of money that require substantial capital and interest payments.
Risks related to our stock
We expect to raise additional capital through the offering of more shares, which will result in dilution to our current shareholders.
Raising additional capital through future offerings of common stock is expected to be necessary for our Company to continue. However, there is no guarantee that we will be successful in raising additional capital. Issuance of additional stock will increase the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of our shareholders.
We expect to convert some of the existing debt into shares of our common stock, which will result in dilution to our current shareholders.
In December 2023, we issued 231,813,310 shares of our common stock to convert a total of $1,622,693 in current liabilities, which resulted in a decrease to our working capital deficit. In order to reduce our liabilities and improve our financial position further we may continue converting some of the remaining debt to shares of our common stock. Issuance of additional stock increases the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of our shareholders further diluting their position.
10
Due to the current financial situation, and to improve likelihood of successful financing in the future we may decide to consolidated issued and outstanding shares of our common stock.
In order to improve our financial position we may elect to consolidate our issued and outstanding shares of common stock. The effect of a share consolidation on the per share trading price of the Company’s common stock cannot be predicted with any certainty, and the history of share consolidations for other companies is varied, particularly since some investors may view a share consolidation negatively. It is possible that the per share trading price of the Company’s common stock after a share consolidation would not increase in the same proportion as the reduction in the number of the Company’s outstanding shares of common stock following the share consolidation or at all, and a share consolidation may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. The Company cannot assure you that, if a share consolidation is implemented, its common stock will be more attractive to investors. If the Company implements a share consolidation, the per share trading price of its common stock may decrease due to factors unrelated to the share consolidation, including its future performance. If a share consolidation is consummated and the per share trading price of the Company’s common stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of a share consolidation.
A share consolidation may decrease the liquidity of the Company’s common stock and result in higher transaction costs. The liquidity of the Company’s common stock may be negatively impacted by a share consolidation, given the reduced number of shares that would be outstanding after the share consolidation, particularly if the per share trading price does not increase as a result of the share consolidation. In addition, if a share consolidation is implemented, it will increase the number of the Company’s stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock.
There is a limited market for our common stock meaning that our shareholders may not be able to resell their shares.
Our common stock currently has a limited market which may restrict shareholders’ ability to resell their stock or use their stock as collateral. Thus, the shareholders may have to sell their shares privately which may prove exceedingly difficult. Private sales are more difficult and often give lower than anticipated prices.
Should a larger public market develop for our stock, future sales of shares may negatively affect their market price.
Even if a larger market develops, the shares may be sparsely traded and have wide share price fluctuations. Liquidity may be low despite there being a market, making it difficult to get a return on the investment. The price also depends on potential investor’s feelings regarding the results of our operations, the competition of other companies’ shares, our ability to generate future revenues, and market perception about future of microcurrent technologies.
Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
·contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
·contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
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·contains a toll-free telephone number for inquiries on disciplinary actions;
·defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·contains such other information and is in such form, including language, type, size, and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
We have not paid nor anticipate paying cash dividends on our common stock.
We have not declared any dividends on our common stock during the past two fiscal years or at any time in our history. The Nevada Revised Statutes (the “NRS”), provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:
(a)we would not be able to pay our debts as they become due in the usual course of business; or
(b)except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.
We do not expect to declare any dividends in the foreseeable future as we expect to spend any funds legally available for the payment of dividends on the development of our business.
We are an OTC reporting issuer under applicable Canadian securities laws. The British Columbia Securities Commission had issued a cease trade order in respect of our securities for failing to comply with our reporting obligations under applicable Canadian securities laws.
As an “OTC reporting issuer” under applicable Canadian securities laws, we are required to make periodic filings with applicable Canadian securities authorities, including annual and interim financial statements and management’s discussion and analysis relating to those periods. Due to a lack of sufficient funds, we were late filing our Annual Report for the fiscal year ended May 31, 2022, and for the interim periods ended August 31, 2022, November 30, 2022, and February 28, 2023. On October 11, 2022, the British Columbia Securities Commission issued a cease trade order (the “CTO”) in respect of our securities. As a result of this order, holders of our securities in Canada were unable to trade in our securities until the order was revoked. On September 5, 2023, we submitted a request to the BCSC to lift the CTO on the grounds that we had filed all required regulatory filings, and on November 22, 2023, the BCSC issued an order revoking the CTO.
No assurance that forward-looking assessments will be realized.
Our ability to accomplish our objectives and whether or not we are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management’s control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.
12
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
13
Item 6. Exhibits
Exhibit |
|
|
Number |
| Description of Document |
| Articles of Incorporation (2) | |
| Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3) | |
| Articles of Merger - Cell MedX Corp. and Sports Asylum, Inc.(3) | |
| Bylaws (1) | |
| Specimen Stock Certificate (1) | |
| Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(4) | |
| First Amendment Agreement dated October 28, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(5) | |
| Second Amendment Agreement dated November 13, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(6) | |
| Stock Option Agreement dated August 5, 2015 among Cell MedX Corp. and Frank E. McEnulty.(7) | |
| Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Yanika Silina(8) | |
| Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Da Costa Management Corp.(8) | |
| Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and John Giovanni Di Cicco.(8) | |
| Intellectual Property Royalty Agreement between Cell MedX Corp. and Brek Technologies Inc., dated for reference September 6, 2018.(9) | |
| Royalty Agreement between Cell MedX Corp. and Mr. Richard Norman Jeffs, dated for reference September 6, 2018.(9) | |
| Credit Line Agreement dated December 27, 2018, between Richard Norman Jeffs and Cell MedX Corp.(10) | |
| Distribution Agreement between Cell MedX Corp. and Live Current Media, Inc., dated for reference March 21, 2019. (11) | |
| Loan Agreement and Note Payable dated September 4, 2019, among Cell MedX Corp. and Longview Investment Limited (12) | |
| Loan Agreement and Note Payable dated September 6, 2019, among Cell MedX Corp. and Rain Communications Corp. (12) | |
| Loan Agreement and Note Payable dated September 16, 2019, among Cell MedX Corp. and Longview Investment Limited(12) | |
| Loan Agreement and Note Payable dated September 19, 2019, among Cell MedX Corp. and Rain Communications Corp. (12) | |
| Loan Agreement and Note Payable dated September 20, 2019, among Cell MedX Corp. and Longview Investment Limited(12) | |
| Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Longview Investment Limited (12) | |
| Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Rain Communications Corp. (12) | |
| Loan Agreement and Note Payable dated December 3, 2019, among Cell MedX Corp. and Longview Investment Limited (13) | |
| Loan Agreement and Note Payable dated January 6, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated January 9, 2020, among Cell MedX Corp. and Longview Investment Limited(13) |
14
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement and Note Payable dated January 31, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Buyback agreement between Live Current Media Inc. and Cell MedX Corp., dated January 29, 2020.(14) | |
| Loan Agreement and Note Payable dated February 17, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated March 4, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated March 25, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated April 13, 2020, among Cell MedX Corp. and Longview Investment Limited(15) | |
| Loan Agreement dated July 3, 2020, among Cell MedX Corp. and David Jeffs. (15) | |
| Loan Agreement and Note Payable dated November 30, 2020, among Cell MedX Corp. and Tradex Capital Corp.(15) | |
| Loan Agreement and Note Payable dated September 2, 2020, among Cell MedX Corp. and Rain Communications Corp.(16) | |
| Loan Agreement and Note Payable dated October 26, 2020, among Cell MedX Corp. and Rain Communications Corp.(16) | |
| Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement and Note Payable dated January 21, 2021, among Cell MedX Corp. and Rain Communications Corp. (17) | |
| Loan Agreement and Note Payable dated February 16, 2021, among Cell MedX Corp. and Rain Communications Corp.(17) | |
| Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(19) | |
| Loan Agreement and Note Payable dated April 15, 2021, among Cell MedX Corp. and Richard Jeffs.(19) | |
| Loan Agreement and Note Payable dated May 18, 2021, among Cell MedX Corp. and Richard Jeffs.(19) | |
| Independent Contractors Services Agreement between the Company and Mr. Issacs and Mr. Cavalli dated for reference May 24, 2021.(18) | |
| Independent Contractors Services Agreement between the Company and Jim MacFarlane, dba Griffith Armada Capital, dated for reference May 24, 2021.(18) | |
| Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(19) | |
| Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(20) | |
| Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (20) | |
| Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (20) | |
| Loan Agreement and Note Payable dated November 29, 2021, among Cell MedX Corp. and Bradley Hargreaves. (20) |
15
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs. (22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs. (22) | |
| Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated January 24, 2023, among Cell MedX Corp. and David Jeffs.(23) | |
| Loan Agreement dated January 24, 2023, among Cell MedX Corp. and Amir Vahabzadeh.(23) | |
| Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated April 11, 2023, among Cell MedX Corp. and Amir Vahabzadeh. (24) | |
| Loan Agreement dated April 25, 2023, among Cell MedX Corp. and David Jeffs. (24) | |
| Loan Agreement dated May 16, 2023, among Cell MedX Corp. and Amir Vahabzadeh. (25) | |
| Loan Agreement dated May 18, 2023, among Cell MedX Corp. and Sam Ahdoot.(25) |
16
Exhibit |
|
|
Number |
| Description of Document |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 |
| The following materials from this Quarterly Report on Form 10-Q for the three- and six-month periods ended November 30, 2023 and 2022 formatted in iXBRL (extensible Business Reporting Language): |
|
| (1) Unaudited Condensed Consolidated Balance Sheets at November 30, 2023 and as at May 31, 2023. |
|
| (2) Unaudited Condensed Consolidated Statements of Operations for the three- and six-month periods ended November 30, 2023 and 2022. |
|
| (3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at November 30, 2023. |
|
| (4) Unaudited Condensed Consolidated Statements of Cash Flows for the six-month periods ended November 30, 2023 and 2022. |
(1)Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed with SEC on July 13, 2010
(2)Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with SEC on October 13, 2010
(3)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014
(4)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on October 17, 2014
(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 3, 2014
(6)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 18, 2014
(7)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2015
(8)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 17, 2017
(9)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2018
(10)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2018
(11)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019
(12)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2020
(13)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2020
(14)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020
(15)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020
(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021
(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021
(17)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021
(18)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2021
(19)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021
(20)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on January 12, 2022
(21)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on April 14, 2022
(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022
(23)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023
(24)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on May 19, 2023
(25)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023
17
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.
| Cell MedX Corp. | |
|
| |
Date: January 16, 2024 | By: | /s/ David Jeffs |
|
| David Jeffs |
|
| Chief Executive Officer and Director |
|
| (Principal Executive Officer) |
|
|
|
|
|
|
Date: January 16, 2024 | By: | /s/Yanika Silina |
|
| Yanika Silina |
|
| Chief Financial Officer and Director |
|
| (Principal Accounting Officer) |
18