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. ☐
i
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 April 14, 2025, was
ii
CONTENTS
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed consolidated financial statements of Stimcell Energetics Inc. (formerly, Cell MedX Corp.) as at February 28, 2025, 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 nine months ended February 28, 2025, are not necessarily indicative of the results that can be expected for the year ending May 31, 2025.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Stimcell,” “Stimcell Energetics,” and the “Company” mean Stimcell Energetics Inc. (formerly “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
STIMCELL ENERGETICS INC.
(Formerly, CELL MEDX CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
February 28, 2025 |
| May 31, 2024 | |||
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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Total liabilities |
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STOCKHOLDERS’ DEFICIT |
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Common stock, $ February 28, 2025, and May 31, 2024 |
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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
STIMCELL ENERGETICS INC.
(Formerly, CELL MEDX CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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| February 28, 2025 |
| February 29, 2024 |
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Operating expenses |
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Consulting fees |
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Foreign exchange |
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General and administrative expenses |
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Management fees |
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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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Forgiveness of debt |
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Interest |
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Net income (loss) |
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Foreign currency translation |
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Comprehensive income (loss) |
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Net income (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
STIMCELL ENERGETICS INC.
(Formerly, CELL MEDX CORP.)
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Shares | Amount | Additional Paid-in Capital | Obligation to Issue Shares | Reserves | Deficit Accumulated | Accumulated Other Comprehensive Income (Loss) | Total | ||||||||
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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 – August 31, 2023 |
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Net loss for the period ended Nov 30, 2023 |
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Balance - November 30, 2023 |
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Shares issued for debt |
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Obligation to issue shares |
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Net income for the period ended Feb. 29, 2024 |
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Translation to reporting currency |
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Balance - February 29, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ( | ||||||
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Balance - May 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | ( | ||||||
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Debt forgiven by shareholders |
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Net loss for the period ended Aug 31, 2024 |
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Translation to reporting currency |
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Balance – August 31, 2024 |
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Net loss for the period ended Nov 30, 2024 |
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Translation to reporting currency |
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Balance – November 30, 2024 |
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Net loss for the period ended Feb. 28, 2025 |
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Translation to reporting currency |
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Balance - February 28, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | ( | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
STIMCELL ENERGETICS INC.
(Formerly, CELL MEDX CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| Nine Months Ended | |||||
February 28, 2025 |
| February 29, 2024 | ||||
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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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Gain on forgiveness of debt |
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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 from financing activities |
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Proceeds from notes due to related parties |
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Proceeds from subscription to shares |
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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, beginning |
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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
STIMCELL ENERGETICS INC.
(Formerly, CELL MEDX CORP.)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2025
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Stimcell Energetics Inc. (formerly, Cell MedX Corp.) (“Stimcell”, 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”, or the “Subsidiary”) under the laws of the province of British Columbia. Stimcell is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.
Effective November 1, 2024, the Company completed a
Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.” (the “Name Change”).
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, 2024, included in the Company’s Annual Report on Form 10-K, filed with the SEC on August 29, 2024. The interim unaudited condensed consolidated financial statements for the three and nine months ended February 28, 2025, 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 nine months ended February 28, 2025, are not necessarily indicative of the results that may be expected for the year ending May 31, 2025.
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of February 28, 2025, the Company has not achieved profitable operations and has accumulated a deficit of $
F-5
NOTE 2 - RELATED PARTY TRANSACTIONS
Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at February 28, 2025, and at May 31, 2024:
February 28, 2025 |
| May 31, 2024 | |||
Due to the Chief Executive Officer (“CEO”) and President | $ |
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Due to the Chief Financial Officer (“CFO”) |
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Due to an entity controlled by a director of the Company |
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Due to an entity controlled by a director and a significant shareholder(1) |
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Due to Live Current Media, Inc. (“LIVC”)(2) |
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Due to related parties(3) | $ |
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(1)During the nine-month period ended February 28, 2025, an entity controlled by a director and a significant shareholder, agreed to forgive a total of $3,165 the Company owed for royalties. The forgiveness of royalties payable was recorded as part of additional paid-in capital.
(2)LIVC is related to the Company through Mr. Ahdoot, significant shareholder of LIVC, who is also the Company’s significant shareholder.
(3)The amounts due to related parties are unsecured, due on demand and bear no interest.
During the nine months ended February 28, 2025 and February 29, 2024, the Company had the following transactions with related parties:
February 28, 2025 |
| February 29, 2024 | |||
Management fees incurred to the CEO and President | $ |
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Consulting fees incurred to the CFO |
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Consulting fees incurred to an entity controlled by a director of the Company |
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Total transactions with related parties | $ |
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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 February 28, 2025 and May 31, 2024:
As at February 28, 2025 | ||||||||
Principal Outstanding | Interest Rate per Annum |
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$ | Related party loans payable (1) | $ | $ | |||||
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As at May 31, 2024 | ||||||||
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 February 28, 2025, the Company owed a total of $
F-6
As at February 28, 2025, the Company owed a total of $
Notes payable with Mr. Richard Jeffs
As at February 28, 2025, the Company owed a total of $
During the nine months ended February 28, 2025, the Company recorded $
Notes payable with Mr. David Jeffs
As at February 28, 2025, the Company owed a total of $
As at February 28, 2025, the Company owed a total of $
Notes payable with Mr. Amir Vahabzadeh
On November 12, 2024, Mr. Vahabzadeh advanced the Company $
Notes payable with a significant shareholder
As at February 28, 2025, the Company owed $
Notes payable with Mrs. Susan Jeffs
During February 2025, the Company borrowed $
(2) Advances Payable
As at February 28, 2025, the Company owed a total of $
F-7
NOTE 4 - OTHER CURRENT ASSETS
As at February 28, 2025, other current assets consisted of $
NOTE 5 - SHARE CAPITAL
During the nine months ended February 28, 2025, the Company did not have any transactions that would have resulted in the issuance of its common shares.
Effective November 1, 2024, the Company completed a
Options
As at February 28, 2025 and May 31, 2024, the Company did not have any share purchase options issued and exercisable.
Warrants
The changes in the number of warrants outstanding during the nine months ended February 28, 2025, and for the year ended May 31, 2024, are as follows:
| Nine months ended February 28, 2025 |
| Year ended May 31, 2024 | ||||
| Number of warrants | Weighted average exercise price |
| Number of warrants | Weighted average exercise price | ||
Warrants outstanding, beginning | $ | 0.75 |
| - | $ | n/a | |
Warrants issued | - | $ | - |
| 166,669 | $ | 0.75 |
Warrants outstanding, ending | $ | 0.75 |
| 166,669 | $ | 0.75 | |
The warrants issued and outstanding as at February 28, 2025, had an exercise price of $
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the Company’s 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 the Company’s Annual Report on Form 10-K for the year ended May 31, 2024, filed with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2024.
Overview
The Company was incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, the Company formed a wholly owned subsidiary, Cell MedX (Canada) Corp., (“Cell MedX Canada”, or the “Subsidiary”) under the laws of the Province of British Columbia.
Effective November 1, 2024, the Company completed a 1-for-15 reverse split (the “Reverse Split”) of its common stock. As a result of the Reverse Split, the Company’s authorized capital was decreased from 7,500,000,000 shares of common stock with par value of $0.001, of which 297,236,373 shares were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock with par value of $0.001, of which 19,816,272 were outstanding. All share and per-share amounts in this Quarterly Report on Form 10-Q have been retrospectively adjusted.
Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.” (the “Name Change”).
Stimcell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, anti-aging, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, insulin resistance, high blood pressure, neuropathy and kidney function. Cell MedX (Canada) is engaged in development and manufacturing of therapeutic devices based on the proprietary eBalance® Technology, which harnesses the power of microcurrents and their effects on the human body.
Recent Corporate Developments
In February 2025, the Company announced a new partnership with ADM Tronics Unlimited, Inc. to redesign the Company’s proprietary eBalance® microcurrent device, transforming it into a compact, affordable consumer unit optimized for home use, complete with additional diagnostic features. The Company’s vision is to redesign its eBalance® to empower individuals to take control of their health from the comfort of home. The new version will be smaller and more cost-effective than its predecessors, making microcurrent technology accessible to a broader audience. Additionally, it will feature additional diagnostics, including a real-time assessment of cellular energy capacity, treatment tracking, and personalized user profiles.
On March 18, 2025, the Company entered into a digital marketing services agreement (the “Agreement”) with Rain Communications Inc. (“Rain Communications”), an investor relations and public relations firm based in Vancouver, British Columbia, to provide comprehensive services for an eight-month term commencing on March 18, 2025. Rain Communications will endeavor to increase awareness of StimCell, its eBalance® product, and its securities.
The Company will issue Rain Communications a total of 1,000,000 shares at a deemed price of $0.20 per share over the eight-month service period for a total consideration of $200,000. The shares will be issued in batches of 125,000 shares each month starting on April 18, 2025. The shares will be issued pursuant to provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that Rain Communications is not a resident of the United States, and is otherwise not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S of the Act and were not in the United States.
2
On March 24, 2025, the Company entered into a debt settlement agreement with its service provider to settle $15,000 in outstanding debt through the issuance of 75,000 shares of the Company’s common stock (the “Debt Settlement”). The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.
Results of Operations for the Three and Nine Months ended February 28, 2025 and February 29, 2024
Operating results for the three and nine months ended February 28, 2025 and February 29, 2024, and the changes in the operating results between those periods are summarized in the table below.
| Three Months ended | Percentage Increase/ (Decrease) | Nine Months ended | Percentage Increase/ (Decrease) | |||||||
Feb. 28, 2025 | Feb. 29, 2024 | Feb. 28, 2025 | Feb. 29, 2024 | ||||||||
Operating expenses |
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Consulting fees | $ | 33,694 | $ | 35,325 | (4.6)% | $ | 103,331 | $ | 94,796 | 9.0% | |
Foreign exchange loss (gain) |
| 41,552 |
| 221 | 18,701.8% |
| 78,117 |
| (547) | 14,381.0% | |
General and administrative expenses |
| 32,847 |
| 28,313 | 16.0% |
| 71,979 |
| 62,619 | 14.9% | |
Management fees |
| 22,500 |
| 15,000 | 50.0% |
| 67,500 |
| 15,000 | 350.0% | |
Research and development costs |
| 493 |
| (21,084) | (102.3)% |
| 493 |
| (20,477) | (102.4)% | |
Total operating expenses |
| (131,086) |
| (57,775) | 126.9% |
| (321,420) |
| (151,391) | 112.3% | |
Gain on forgiveness of debt |
| - |
| 187,517 | (100.0)% |
| 1,569 |
| 187,517 | (99.2)% | |
Interest |
| (9,451) |
| (9,771) | (3.3)% |
| (27,113) |
| (53,655) | (49.5)% | |
Net loss | $ | (140,537) | $ | 119,971 | (217.1)% | $ | (346,964) | $ | (17,529) | 1,879.4% | |
Revenues
The Company did not have any revenue-generating activities during the three and nine months ended February 28, 2025 and February 29, 2024.
Operating Expenses
During the three months ended February 28, 2025, operating expenses increased by 126.9% from $57,775 incurred during the three months ended February 29, 2024, to $131,086 incurred during the three months ended February 28, 2025. The largest change was associated with a $41,331 increase in foreign exchange loss due to a weakening of the Canadian dollar in relation to the US dollar, which increased from $221 the Company recognized during the three months ended February 29, 2024, to $41,552 recognized for the period ended February 28, 2025. The second largest change was associated with $22,500 the Company incurred in management fees as compared to $15,000 incurred in management fees during the three months ended February 29, 2024. In addition, the Company’s general and administrative expenses increased by $4,534, from $28,313 for the three months ended February 29, 2024, to $32,847 for the three months ended February 28, 2025. This change was mostly caused by a $16,699 increase in corporate communications, a $4,972 increase in filing and regulatory fees, and a $1,564 increase in accounting and audit fees, which were in part offset by a $17,175 decrease in professional fees and a $1,021 decrease in office expenses. The Company’s consulting fees decreased by $1,631 to $33,694 as compared to $35,325 the Company incurred during the three months ended February 29, 2024.
On a year-to-date basis, our operating expenses increased by 112.3% from $151,391 we incurred during the nine months ended February 29, 2024, to $321,420 we incurred during the nine months ended February 28, 2025. The most significant changes were as follows:
·During the nine months ended February 28, 2025, management fees increased to $67,500, as compared to $15,000 the Company incurred during the nine months ended February 29, 2024.
·During the nine months ended February 28, 2025, consulting fees increased by $8,535, or 9.0%, from $94,796 incurred during the nine months ended February 29, 2024, to $103,331 incurred during the nine months ended February 28, 2025.
·Foreign exchange loss increased by $78,664 to $78,117 for the nine months ended February 28, 2025, as compared to a recapture of $547 during the comparative period ended February 29, 2024. The foreign exchange loss was associated with a weakening of the Canadian dollar in relation to the US dollar.
3
·General and administrative expenses for the nine months ended February 28, 2025, increased by $9,360, or 14.9%, from $62,619 incurred during the nine months ended February 29, 2024, to $71,979 incurred during the nine months ended February 28, 2025. The largest factors that contributed to this change were associated with a $19,311 increase in corporate communications, a $5,712 increase in filing and regulatory fees, and a $6,810 increase in accounting and audit fees. These increases were in part offset by a $20,660 decrease in professional fees and a $1,796 decrease in office expenses.
Other Items
During the three months ended February 28, 2025, the Company accrued $7,917 (February 29, 2024 - $8,856) in interest associated with outstanding notes payable to related parties and $1,534 (February 29, 2024 - $915) in interest accrued on other vendor payables. During the nine months ended February 29, 2024, the Company discharged an outstanding debt to its vendors due to the balances exceeding the statute of limitations, which resulted in a gain on forgiveness of debt of $187,517. The Company did not have similar transactions during the three months ended February 28, 2025.
During the nine months ended February 28, 2025, the Company accrued $22,155 (February 29, 2024 - $43,093) in interest associated with outstanding notes payable to related parties and $4,958 (February 29, 2024 - $10,562) in interest accrued on other vendor payables. During the same period, the Company discharged outstanding debt to its vendors due to the balances exceeding the statute of limitations, which resulted in a gain on forgiveness of debt of $1,569 (February 29, 2024 - $187,517).
Liquidity and Capital Resources
Working Capital
| As at February 28, 2025 |
| As at May 31, 2024 |
| Percentage Increase/ (Decrease) | ||
Current assets | $ | 17,110 |
| $ | 46,122 |
| (62.9)% |
Current liabilities |
| 1,087,325 |
|
| 872,577 |
| 24.6% |
Working capital deficit | $ | (1,070,215) |
| $ | (826,455) |
| 29.5% |
As of February 28, 2025, the Company had a cash balance of $6,678, a working capital deficit of $1,070,215, and cash flows used in operations of $83,152 for the period then ended. During the nine months ended February 28, 2025, the Company funded its operations with $46,745 the Company borrowed from its related parties at 10% annual interest compounded monthly and due on demand.
The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the nine months ended February 28, 2025. The amount of cash generated from the operations to date is significantly less than the Company’s current debt obligations. There is no assurance that the Company will be able to generate sufficient cash from operations to repay the amounts owing under the outstanding notes and advances payable, or to service other debt obligations. If the Company is unable to generate sufficient cash flow from operations to repay the amounts owing when due, it 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 the Company will be able to continue as a going concern.
Cash Flows
| Nine months ended | ||||
| February 28, 2025 |
| February 29, 2024 | ||
Cash flows used in operating activities | $ | (83,152) |
| $ | (113,630) |
Cash flows generated by financing activities |
| 46,745 |
|
| 95,000 |
Effects of foreign currency exchange on cash |
| (330) |
|
| 12 |
Net decrease in cash during the period | $ | (36,737) |
| $ | (18,618) |
4
Net Cash Used in Operating Activities
Net cash used in operating activities during the nine months ended February 28, 2025, was $83,152. This cash was primarily used to cover cash operating expenses of $244,673, which were calculated by reducing a net loss of $346,964 by the non-cash items totaling $102,291, to decrease accrued liabilities by $19,215 and to increase other current assets by $7,877. These uses of cash were offset by a $163,949 increase in amounts due to related parties and a $24,664 increase in accounts payable.
Net cash used in operating activities during the nine months ended February 29, 2024, was $113,630. This cash was primarily used to cover cash operating expenses of $151,422, which were represented by a net loss of $17,529 and increased by the non-cash items totaling $133,893, and to decrease accrued liabilities by $23,465. These uses of cash were offset by a $23,640 increase in amounts due to related parties, a $34,851 increase to accounts payable, and a $2,766 decrease in other current assets, which include GST receivable and prepaid expenses.
Non-cash transactions
During the nine-months ended February 28, 2025, net loss was affected by the following expenses that did not have any impact on cash used in operations:
·$1,569 gain on forgiveness of debt (February 29, 2024 - $187,517), which was associated with outstanding debt the Company carried on its books that exceeded the statute of limitations;
·$22,155 (February 29, 2024 - $43,093) in interest accrued on the outstanding notes due to related parties;
·$4,958 (February 29, 2024 - $10,562) in interest accrued on the vendor payables; and
·$76,746 in unrealized foreign exchange loss (February 29, 2024 - $31 gain), which resulted from fluctuations of the Canadian dollar, the functional currency of Cell MedX Canada, in relation to the US dollar, the functional currency of the parent company, being also the Company’s reporting currency.
Net Cash Provided by Financing Activities
During the nine months ended February 28, 2025, the Company borrowed $30,000 from Mr. Vahabzadeh, the Company’s director, in exchange for a 10% note payable due on demand. In addition, the Company borrowed $8,724 from Mr. Richard Jeffs, the Company’s major shareholder, and a further $8,021 from Mrs. Susan Jeffs, the spouse of Mr. Richard Jeffs, under revolving credit lines, which accumulate interest at 10% per annum compounded monthly and are due on demand.
During the nine months ended February 29, 2024, the Company received $10,000 from Mr. Vahabzadeh, the Company’s director, and an additional $10,000 from Mr. Ahdoot in exchange for notes payable due on demand and accumulating interest at 10% per annum. In addition, the Company received $75,000 in subscriptions to units of its common stock as part of the non-brokered private placement financing that was closed on March 12, 2024. Mr. Vahabzadeh and his spouse participated in the offering acquiring a total of 1,000,000 Units for $30,000.
Net Cash Used in Investing Activities
The Company did not have any investing activities during the nine months ended February 28, 2025 and February 29, 2024.
Going Concern
The notes to the Company’s unaudited condensed consolidated financial statements as at February 28, 2025, disclose an uncertain ability for the Company to continue as a going concern. The Company’s current business operations are in an early development stage and as such, its ability to generate revenue from the operations is very minimal. The Company's research and development as well as marketing plans require large capital expenditures. Due to the financial difficulties the Company faces, the research and development plans associated with the eBalance® technology were temporarily halted. During the quarter ended February 28, 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign eBalance® microcurrent device, transforming it into a compact consumer unit, optimized for home use. The project is expected to span approximately nine months. Management is planning to support its operations as well as redesign of the eBalance® microcurrent device through equity or debt financing.
5
As at February 28, 2025, the Company had accumulated a deficit of $10,642,227 since inception and additional funding will be required to support the operations. The Company’s continuation as a going concern depends upon the continued financial support of its shareholders, its ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. The unaudited condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Company’s financial statements.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
An appreciation of the Company’s critical accounting policies is necessary to understand its financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact the financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. The Company has applied its 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
The Company’s 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 the Company in the reports that it files or submits 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 the Company’s management of the effectiveness of the design and operation of its disclosure controls and procedures as of February 28, 2025. Based on that evaluation, the Company’s management concluded that the 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 February 28, 2025, there were no changes in the internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There is a high degree of risk associated with investing in the securities of Stimcell Energetics Inc. Prospective investors should carefully read this Quarterly Report on Form 10-Q and consider the following risk factors when deciding whether to purchase the securities of the Company.
The risk factors outlined below are some of the known, substantial, material and potential risks that could adversely affect the Company’s business, financial condition, operating results and common share value. The Company cannot assure that it will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment. The Company may encounter risks in addition to those described below. Additional risks and uncertainties not currently known, or that are currently deemed to be immaterial, may also impair or adversely affect the Company’s business, financial condition or results of operation.
Risks Associated with the Company and Industry it Operates in
The Company operates in a highly competitive market. The Company faces 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 the Company 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. The Company competes 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 the Company’s target market they could threaten its position in the market.
The Company is subject to numerous governmental regulations which can increase its costs of developing the eBalance® Technology and products based on this technology.
The Company’s 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, the Company’s 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 the Company 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 the Company’s 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. The Company cannot predict the timing or impact of any future rulemaking.
7
Inability to protect and enforce the Company’s intellectual property rights could adversely affect its financial results.
Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames, and other forms of trade dress, are important to the Company’s business. An inability to defend, protect and enforce its intellectual property rights could adversely affect the financial results, even if the Company is successful in developing and marketing products based on the eBalance® Technology. In addition, an adverse outcome in any litigation or interference proceeding could subject the Company to significant liabilities to third parties and require the Company to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of the Company’s intellectual property rights are invalid could allow the Company’s 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 the Company’s business, financial condition, or results of operations.
The cost to the Company 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 the Company’s ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.
Competitors’ intellectual property may prevent the Company from selling its products or have a material adverse effect on its future profitability and financial condition.
Competitors may claim that the Company’s technology infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require the Company to enter into license agreements. The Company cannot guarantee that it would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject the Company to significant damages or an injunction preventing the manufacture, sale or use of its product. Any of these events could have a material adverse effect on the profitability and financial condition of the Company.
The Company’s research and development efforts may not result in the development of commercially successful products based on its eBalance® Technology, which may hinder its profitability and future growth.
The Company plans to continue to further research the eBalance® Technology and develop products based on the Technology. In order to develop commercially marketable products, the Company 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. The Company must make ongoing substantial expenditures without any assurance that its 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 the Company successfully develops marketable products or commercially develop its current Technology, it 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. The Company cannot state with certainty when or whether its products under development will be launched, whether it 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 the Company’s products to become obsolete, causing its revenues and operating results to suffer.
8
New products and technological advances by the Company’s competitors may negatively affect its results of operations.
The Company’s products face intense competition from its competitors. Competitors’ products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than the Company’s products. The Company cannot predict with certainty the timing or impact of the introduction of competitors’ products.
Significant safety concerns could arise for the Company’s products, which could have a material adverse effect on its 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, the Company may be required to amend the conditions of use for a product. For example, the Company 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 its product, sales of the product could be halted by the Company or by regulatory authorities. Safety issues affecting suppliers’ or competitors’ products also may reduce the market acceptance of the Company’s products.
Inability to attract and maintain key personnel may cause the Company’s business to fail.
Success depends on the acquisition of key personnel. The Company will have to compete with other companies both within and outside the healthcare industry to recruit and retain competent employees and consultants. If the Company cannot maintain qualified personnel to meet the needs of its anticipated growth, we could face material adverse effects on the Company’s business and financial condition.
The Company lacks operating history and to date has generated only minimal revenues. If the Company cannot increase its revenue to start generating profits, its investors may lose their entire investment.
To date, the Company has generated only minimal revenues. No profits have been made to date and if the Company fails to make any then it may fail as a business and an investment in its common stock will be worth nothing. The Company has a limited operating history and thus its 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 the Company enters commercial production of devices based on the eBalance® Technology, of which there is no assurance. As a new business, the Company faces all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, the Company has accumulated deficit of $10,642,227 and there is no guarantee, that it may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.
The Company needs to acquire additional financing, or its business will fail.
The Company must obtain additional capital, or its business will fail. In order to continue development of its eBalance® Technology, apply for medical licenses, FDA approvals, and to carry out its additional observational and clinical trials, the Company must secure more funds. Currently, the Company has limited resources and has already accumulated a deficit. The Company does not have immediate sources of financing. Financing may be subject to numerous factors including investor sentiment, acceptance of the Company’s technology and so on. The Company may also have to borrow large sums of money that require substantial capital and interest payments.
Risks related to the Company’s stock
The Company expects to raise additional capital through the offering of more shares, which will result in dilution to its current shareholders.
Raising additional capital through future offerings of common stock is expected to be necessary for the Company to continue. However, there is no guarantee that the Company 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 the Company’s shareholders.
9
The Company expects to convert some of the existing debt into shares of its common stock, which will result in dilution to its current shareholders.
In December 2023, the Company issued 15,454,221 shares of its common stock on conversion of a total of $1,622,693 in current liabilities, which resulted in a decrease to its working capital deficit. In order to reduce the Company’s liabilities and improve its financial position further, the Company may continue converting its remaining debt to shares of 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 the Company’s shareholders, further diluting their position.
Due to the current financial situation, and to improve likelihood of successful financing in the future the Company may decide to consolidated issued and outstanding shares of its common stock.
In order to improve the financial position, the Company may elect to consolidate its 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 percentages 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 the Company’s common stock meaning that its shareholders may not be able to resell their shares.
The Company’s 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 the Company’s 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 the Company’s operations, the competition of other companies’ shares, its ability to generate future revenues, and market perception about the future of microcurrent technologies.
Because the Company 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 the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules apply to the Company and to its securities. The rules may further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them. As long as the quotation price of the Company’s common stock
10
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 of 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;
·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 the Company’s stock.
The Company has not paid nor anticipates paying cash dividends on its common stock.
The Company has not declared any dividends on its common stock during the past two fiscal years or at any time in its history. The Nevada Revised Statutes (the “NRS”), provide certain limitations on the Company’s ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits the Company from declaring dividends where, after giving effect to the distribution of the dividend:
(a)the Company would not be able to pay its debts as they become due in the usual course of business; or
(b)except as may be allowed by the Company’s Articles of Incorporation, its total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company was 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.
The Company does not expect to declare any dividends in the foreseeable future as it expects to spend any funds legally available for the payment of dividends on the development of its business.
No assurance that forward-looking assessments will be realized.
The Company’s ability to accomplish its objectives and whether or not it is 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.
11
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET FORTH AND NOT SET FORTH HEREIN, AN INVESTMENT IN THE COMPANY’S SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN THE COMPANY’S SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT THE COMPANY FILES FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE COMPANY’S SECURITIES. AN INVESTMENT IN THE COMPANY’S 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
On March 18, 2025, the Company entered into a digital marketing services agreement (the “Agreement”) with Rain Communications Inc. (“Rain Communications”), pursuant to which, the Company committed to issue to Rain Communications a total of 1,000,000 shares at a deemed price of $0.20 per share over the eight-month service period for a total consideration of $200,000. The shares will be issued in batches of 125,000 shares each month starting on April 18, 2025. The shares will be issued pursuant to provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that Rain Communications is not a resident of the United States, and is otherwise not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S of the Act and were not in the United States.
On March 24, 2025, the Company entered into a debt settlement agreement with its service provider to settle $15,000 in outstanding debt through the issuance of 75,000 shares of the Company’s common stock (the “Debt Settlement”). The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
12
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 - Stimcell Energetics Inc. and Sports Asylum, Inc.(3) | |
| Bylaws (1) | |
| Specimen Stock Certificate (1) | |
| Technology Purchase Agreement dated October 16, 2014 among Stimcell Energetics Inc., Jean Arnett, and Brad Hargreaves.(4) | |
| First Amendment Agreement dated October 28, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Stimcell Energetics Inc., Jean Arnett, and Brad Hargreaves.(5) | |
| Second Amendment Agreement dated November 13, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Stimcell Energetics Inc., Jean Arnett, and Brad Hargreaves.(6) | |
| Intellectual Property Royalty Agreement between Stimcell Energetics Inc. and Brek Technologies Inc., dated for reference September 6, 2018.(7) | |
| Royalty Agreement between Stimcell Energetics Inc. and Mr. Richard Norman Jeffs, dated for reference September 6, 2018.(7) | |
| Credit Line Agreement dated December 27, 2018, between Richard Norman Jeffs and Stimcell Energetics Inc.(8) | |
| Distribution Agreement between Stimcell Energetics Inc. and Live Current Media, Inc., dated for reference March 21, 2019. (9) | |
| Buyback agreement between Live Current Media Inc. and Stimcell Energetics Inc., dated January 29, 2020.(10) | |
| Loan Agreement dated July 3, 2020, among Stimcell Energetics Inc. and David Jeffs. (11) | |
| Loan Agreement and Note Payable dated November 30, 2020, among Stimcell Energetics Inc. and Tradex Capital Corp.(11) | |
| Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(13) | |
| Loan Agreement and Note Payable dated October 15, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(13) | |
| Loan Agreement and Note Payable dated May 18, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(13) | |
| Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(13) | |
| Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(14) | |
| Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (14) | |
| Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (14) | |
| Loan Agreement and Note Payable dated November 29, 2021, among Stimcell Energetics Inc. and Bradley Hargreaves. (14) |
13
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (15) | |
| Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (15) | |
| Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (15) | |
| Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (15) | |
| Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17) | |
| Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17) | |
| Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17) | |
| Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17) | |
| Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(16) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (16) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (16) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (16) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (16) | |
| Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and David Jeffs.(17) | |
| Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh.(17) | |
| Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement dated April 11, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (18) | |
| Loan Agreement dated April 25, 2023, among Stimcell Energetics Inc. and David Jeffs. (18) | |
| Loan Agreement dated May 16, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (19) | |
| Loan Agreement dated May 18, 2023, among Stimcell Energetics Inc. and Sam Ahdoot.(19) | |
| Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Amir Vahabzadeh. (20) | |
| Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Sam Ahdoot. (20) | |
| Loan Agreement dated November 12, 2024, among Stimcell Energetics, Inc. and Amir Vahabzadeh.(21) |
14
Exhibit |
|
|
Number |
| Description of Document |
| Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025.(22) | |
| Debt settlement agreement dated March 24, 2025.(22) | |
| Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Richard Jeffs | |
| Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Susan Jeffs | |
| 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 nine months ended February 28, 2025 and February 29, 2024 formatted in iXBRL (extensible Business Reporting Language): |
|
| (1) Unaudited Condensed Consolidated Balance Sheets at February 28, 2025 and as at May 31, 2024. |
|
| (2) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2025 and February 29,2024. |
|
| (3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at February 28, 2025 and February 29, 2024. |
|
| (4) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2025, and February 29, 2024. |
(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 Annual Report on Form 10-K filed with the SEC on September 13, 2018
(8)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2018
(9)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019
(10)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020
(11)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020
(12)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021
(13)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021
(14)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on January 12, 2022
(15)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on April 14, 2022
(16)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022
(17)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023
(18)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on May 19, 2023
(19)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023
(20)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 15, 2024
(21)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2025
(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025
15
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.
| Stimcell Energetics Inc. | |
|
| |
Date: April 14, 2025 | By: | /s/ David Jeffs |
|
| David Jeffs |
|
| Chief Executive Officer and Director |
|
| (Principal Executive Officer) |
|
|
|
|
|
|
Date: April 14, 2025 | By: | /s/Yanika Silina |
|
| Yanika Silina |
|
| Chief Financial Officer |
|
| (Principal Accounting Officer) |
16