SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): July 21, 2020

 

PICTURE 1  

 

AXIM BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54296

 

27-4092986

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

45 Rockerfeller Place, 20th Floor, Suite 83

New York, NY 10111

 

10111

(Address of principal executive offices)

 

(Zip Code)

 

(212) 751-0001

(Registrant’s telephone number, including area code)

 

 

(Former name if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers 

 

(d)

 

On July 21, 2020, and as more particularly described below in “Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year”, the Board of Directors of the Company (the “Board”) amended the Company’s Amended and Restated Bylaws in accordance with the provisions of the Company’s Amended and Restated Bylaws and Articles of Incorporation, as amended, to eliminate the requirement that three (3) of the members of the Board shall be appointed by the holders of the Company’s Series B Preferred Stock (the “Bylaw Amendment”). As reported by the Company in its Current Report on Form 8-K filed on May 12, 2020, the Company repurchased 100% of the outstanding Series B Preferred Stock and as a result there are no shares of Series B Preferred Stock issued and outstanding. The Certificate of Amendment to the Amended and Restated Bylaws of the Company, filed herewith as Exhibit 3.1, provides that the each of the three (3) director positions previously appointed by the holders of the Series B Preferred Stock shall be vacant positions and, upon appointment by the Board, shall hold office until his or her successor is duly elected and qualified by the shareholders or until his or her earlier death, resignation or removal.

 

Concurrently with the approval of the Bylaw Amendment, the Board, in accordance with the Company’s Bylaws, appointed Peter O’Rourke to fill the newly created vacancy on the Board and serve as a director of the Company, effective July 21, 2020. Pursuant to the Company’s Bylaws, Mr. O’Roarke shall hold office until the next election of directors by the shareholders of the Company.

 

Mr. O’Rourke’s background includes holding leadership roles in management consulting, private equity, aerospace and operations companies. Mr. O’Rourke’s experience includes leadership in sales, marketing, operations, finance and performance improvement. In 2018, Mr. O’Rourke was appointed Acting Secretary of the U.S. Department of Veterans Affairs after serving as the Chief of Staff and Executive Director for the Office of Accountability and Whistleblower Protection. Before joining the Department of Veterans Affairs, Mr. O’Rouke honorably served as a U.S. Navy enlisted Airman and an Air Force Officer and Logistician. Mr. O’Rourke received a Bachelor of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Force’s Institute of Technology.

 

There are no arrangements or understandings between Mr. O’Rourke and any other person pursuant to which he was selected as a director of the Company, and Mr. O’Rourke will be granted 750,000 stock options with 250,000 vesting immediately, 250,000 vesting one year after date of grant, and 250,000 vesting two years after date of grant.  There are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Mr. O’Rourke in connection with his election to the Board of Directors. Mr. O’Rourke is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 

 

On July 21, 2020, the Board unanimously approved amendments to Article III of the Company’s Amended and Restated Bylaws to eliminate the requirement that three of the Company’s seven directors be appointed by holders of the Company’s Series B Preferred Stock. The text of the amendment is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits. 

 

(d)Exhibits 

 

3.1Amendment to the Amended and Restated Bylaws of the Company. 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

AXIM BIOTECHNOLOGIES, INC.

 

Dated: July 23, 2020

By:

/s/ John W. Huemoeller II

 

 

Name: John W. Huemoeller II

 

 

Chief Executive Officer

 

 

EXHIBIT 3.1

 

CERTIFICATE OF AMENDMENT TO

THE AMENDED AND RESTATED BYLAWS OF

AXIM BIOTECHNOLOGIES, INC.

 

The undersigned hereby certifies that:

 

1.He is the duly elected, qualified and acting Secretary of AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), and in charge of the corporate minute book and corporate records of the Company. 

 

2.On July 21, 2020, the Board of Directors, pursuant to its authority granted in Article IX, Section 2 of the Amended and Restated Bylaws of the Company (the “Bylaws”), approved amendments to the Bylaws of the Company (the “Bylaws”), as follows: 

 

3.Article III, Section 2 of the Bylaws shall be superseded and replaced, to remove reference to the Series B Directors, as follows: 

 

Section 2NUMBER OF DIRECTORS. The number of authorized directors shall be fixed at seven (7) directors, which shall be comprised of up to Four (4) Series C Directors. Any vacancy in the aforementioned four Series C Director seats may only be filled by the holders of a majority of the Series C Preferred Stock. Any or all of the four Series C Director seats authorized under this Article III, Section 2 shall be considered vacant whether such vacancy exists by reason of a Series C Director having never been elected to any such authorized seat(s), death, resignation, disqualification, removal or otherwise, and may only be filled by the holders of a majority of the Series C Preferred Stock. There shall be no requirement to fill the four authorized Series C Director seats, provided however, the Board must be comprised of at least one (1) director. No increase or decrease in the number of authorized Series C Directors shall be permitted without the consent of the holders of a majority of the Series C Preferred Stock. 

 

4.The last two sentences of Article III, Section 3 of the Bylaws shall be eliminated, thus removing the following: 

In addition, the terms, conditions and procedures for challenging the independence of a fourth Series C Director is also only governed by the Series C certificate of designation and such right to challenge is conferred only upon the holders of the Series B Preferred Stock. As such, the right to challenge the independence of a fourth Series C Director may be waived or not enforced by the holders of the Series B Preferred Stock in their sole and absolute discretion. Any such waiver or decision not to enforce the requirement that a fourth Series C Director be independent shall not serve to convey any such right upon any other shareholders of the Company.

 

5.Article III, Section 4 of the Bylaws shall be superseded and replaced, to remove reference to the Series B Directors, as follows: 

 

Section 4RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified. Unless such resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. A majority of the holders of the Series C Preferred Stock may declare vacant the office of any Series C Director who has been declared of unsound mind by an order of a court or convicted of a felony . Any or all of the Series C Directors may be removed with or without cause at any time without a meeting and without prior notice if such removal is approved by the affirmative vote or consent of two-thirds (2/3) of the then outstanding Series C Preferred Stock. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 21st day of July 2020.

 

 

/s/ Robert T. Malasek

Robert T. Malasek,

Secretary