UNITED STATES

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)  January 29, 2020

 

CELL MEDX CORP.

(Exact name of registrant as specified in its charter)

 

NEVADA

000-54500

38-3939625

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer Identification No.)

 

 

 

123 W. Nye Ln, Suite 446

Carson City, NV

 

89706

(Address of principal executive

offices)

 

(Zip Code)

 

 

 

Registrant's telephone number, including area code

(844) 238-2692

 

n/a

(Former name or former address, if changed since last report)

 

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On January 29, 2020, Cell MedX Corp. (the “Company”) entered into a buyback agreement (the “Agreement”) to reacquire the worldwide exclusive direct rights for distribution of its eBalance® devices, which the Company granted to Live Current Media Inc. (“LIVC”) pursuant to a definitive agreement, dated for reference  March 21, 2019.

 

Pursuant to the Agreement the Company agreed to pay LIVC a royalty on all sales of the eBalance® device up to an aggregate USD$507,500 calculated as follows;

 

1.$25 per eBalance® device sold by the Company. This royalty will cease after the sale of 3,500 eBalance® devices, resulting in a total royalty of USD$87,500; and 

2.$5 per month for each eBalance® device generating recurring monthly revenue, up to an aggregate royalty of USD$420,000. 

3.The above payments are to be made quarterly. 

4.If the recurring monthly revenue is changed or cancelled then the Company will pay USD$145 per each eBalance® device sold to an aggregate of USD$507,500. 

 

In addition to the royalty, the Company agreed to issue to LIVC share purchase warrants entitling LIVC to purchase up to two million (2,000,000) common shares of the Company (the “CMXC shares”) as follows;

 

1.A warrant to acquire up to one million (1,000,000) CMXC shares at USD$0.50 per CMXC share (the “First Warrant”) 

2.A warrant to acquire up to one million (1,000,000) CMXC shares at USD$1.00 per CMXC share (the “Second Warrant”) 

3.The First Warrant and the Second Warrant expire three years after the issuance (the “Warrant Term”) 

 

Cell MedX shall have the right, but not an obligation, to accelerate the expiry date of the warrants. The First Warrant may be accelerated in case where the weighted average closing price (the “WACP”) of the CMXC shares over any 30 consecutive trading day period that the CMXC shares trade on the OTC Market, or such other principal stock exchange or market, is equal to or greater than USD$1.00 per share. The Second Warrant may be accelerated when the WACP is equal to or greater than USD$1.75 per share. LIVC will have 30 days to exercise the warrants once LIVC receives an acceleration notice from CMXC.

 

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)  Exhibits

 

The following exhibits are provided with this Current Report:

 

Exhibit

Number

Description of Exhibit

10.1

Buyback agreement between Live Current Media Inc. and Cell MedX Corp., dated January 29, 2020.

99.1

News Release dated January 30, 2020.

2

 

SIGNATURE

 

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 hereunto duly authorized.

 

 

CELL MEDX CORP.

 

 

Date:  January 31, 2020

 

 

 

 

By: /s/ Frank McEnulty

 

Frank McEnulty,

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

Buyback Agreement

This agreement (“Agreement”) is entered into between Live Current Media, Inc. located at 820 - 1130 West Pender Street, Vancouver, BC V6E 4A4, Canada (“LIVC”), and Cell MedX Corp. located at 123 W. Nye Ln, Suite 446 Carson City, NV (“CMXC”).  For purposes of this Agreement, LIVC and CMXC are referred to collectively as “the Parties.”

WHEREAS, CMXC is the manufacturer of a microcurrent medical device, namely the eBalance® device and;

WHEREAS, CMXC has identified two distribution market channels for sales of the eBalance® device, home based and individual rights (“Direct Rights”) and clinic, doctor and practitioner rights (“Wholesale Rights”) to use the eBalance® device to offer treatments to clients and;

WHEREAS, LIVC, on March 21, 2019, entered into an agreement with CMXC to purchase the Direct Rights to distribute the eBalance® device from CMXC and;

WHEREAS, CMXC wishes to repurchase the Direct Rights to distribute the eBalance® device from CMXC and LIVC wishes to sell the Direct Rights back to CMXC;

NOW, THEREFORE, in consideration of the mutual promises expressed herein, the sufficiency of which is acknowledged by the Parties, LIVC and CMXC agree as follows:

Definitions

1.In this Agreement: 

i.eBalance® Device means any microcurrent device that CMXC, manufactures for therapeutic or other use, any microcurrent device that CMXC develops for personal use by individual users, and manuals for the operation of the Device. 

ii.Direct Rights means the rights to sell the eBalance® Device directly to households and end users for personal use. 

iii.Effective Date means the date on which this Agreement is signed by both parties. 

1.1   Currency.  All references to dollar amounts in this Agreement are to the United States dollars, unless otherwise stated.

Royalty

2.CMXC will pay to LIVC a royalty on all sales (including those by distributors, sales agents or other agents of the CMXC) of the eBalance® Device up to an aggregate $507,500 and calculated as follows: 

i.$25 per eBalance® Device  sold by CMXC.  This royalty will cease after the sale of  3,500 eBalance Devices, resulting in a total royalty of up to $87,500. 

ii.$5 per month per eBalance Device generating recurring monthly revenue, up to an aggregate royalty of $420,000.  

 

iii.Royalties in (i), and (ii), above will be paid quarterly beginning three months after the effective date of this Agreement. 

iv.In the event that CMXC alters its terms of sales of the eBalance® Device to eliminate monthly recurring revenue, the $25 per eBalance® Device sold royalty will be increased to $145 per eBalance® Device sold and will continue until the $507,500 aggregate royalty is paid in full. 

v.The intent of this section is to both meet and cap the total royalty paid by CMXC to LIVC at $507,500. 

vi.The royalty will take effect on the Effective Date. 

Warrants

3.In addition to the Royalty, CMXC agrees to issue to LIVC share purchase warrants entitling LIVC to purchase up to two million (2,000,000) common shares of CMXC  (the “CMXC Shares”) as follows: 

i.A warrant to acquire up to one million (1,000,000) CMXC Shares at $0.50 (the ``First Warrant``)  

ii.A warrant to acquire up to one million (1,000,000) CMXC Shares at $1.00(the ``Second Warrant`).   

iii.The First Warrant and the Second Warrant will expire three years after the issuance (“Warrant Term”).   

iv.The First Warrant and the Second Warrant will be issued within 90 days of the Effective Date. 

Warrant Acceleration

4.CMXC shall have the right, but not an obligation, to accelerate the expiry date of the warrants as follows:  

i.to accelerate the expiry date of the First Warrant  in case where the weighted average closing price of the CMXC Shares over any thirty (30) consecutive trading day period that the  CMXC Shares trade on the OTC  Market, or such other principal stock exchange or market, is equal to or greater than $1.00 per share (subject to adjustment for forward or reverse stock splits to CMXC’s capital structure) (the ``First Trigger Point``);  

ii.to accelerate the expiry date of the First Warrant and the Second Warrant  in case where the weighted average closing price of the CMXC Shares over any thirty (30) consecutive trading day period the  CMXC Shares trade on the OTC Market, or such other principal stock exchange or market, is equal to or greater than $1.75 per share (subject to adjustment for forward or reverse stock splits to CMXC’s capital structure) (the “Second Trigger Point”); 

iii.in the event of the occurrence of the First Trigger Point or the Second Trigger Point, CMXC may accelerate the Warrant Expiry date to 5:OOPM (PST Time) on the day that is 30 calendar days after the Acceleration Notice, as described in section (4.iv) ; and 

 

ivto exercise its Warrant Acceleration rights CMXC must, within five trading days after the First Trigger Point or the Second Trigger Point, provide LIVC with an acceleration Notice setting out the details of the acceleration (the ”Acceleration Notice”). The Acceleration Notice must be provided in writing at the address included in the Agreement. 

Early Buyout

5.CMXC will have the right to buy out the full Royalty as specified under Section 2 of this Agreement at any time during the first twelve months following the Effective Date.  The buyout will be for 85% of the outstanding royalty amount, calculated on the day the buyout is consummated.  

Sale of the Rights to eBalance™ Devices

6.Should CMXC choose to sell the rights to the eBalance™ Device to a third party, CMXC will be obliged to payout the LIVC Royalty in full at the close of any sale of rights transaction. 

Term

7.This Agreement will remain in effect until the Royalty has been paid in full. 

Representations and Warranties

8.The Parties represent: 

CMXC represents and warrants that:

i.It is duly formed and in good standing under the laws of Nevada, it has the right to make and perform this Agreement, and this Agreement has been duly authorized by its board of directors, and 

ii.It has no agreement with any party that conflicts or could conflict with this Agreement. 

LIVC represents and warrants that:

iii.It is duly formed and in good standing under the laws of Nevada, it has the right to make and perform this Agreement, and this Agreement has been duly authorized by its board of directors, and 

iv.It has no agreement with any party that conflicts or could conflict with this Agreement. 

Other Terms

9.Good Faith.  The parties at all times will act in good faith to enable the other to perform this Agreement and to resolve any disputes that might arise in the interpretation or performance of this Agreement. 

10.Construction.  The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. 

11.Time.  Time is of the essence of this Agreement and any amendment to it. 

12.Performance.  If either party must perform under this Agreement on a day that is not a business day in Vancouver, BC, then the party must perform on the next business day in Vancouver, BC. 

13.Notices. 

i.Any notice or other document that must be given under this Agreement must be in writing and signed by the appropriate authority and delivered by hand or overnight courier, or transmitted by fax or email, or other agreed electronic means to the following address, fax number or email address:   

(i)To CMXC:  

820 - 1130 West Pender Street

Vancouver, BC V6E 4A4

Email: yana@cellmedx.com

Fax: 604-648-0517

(ii)TO LIVC: 

820 - 1130 West Pender Street

Vancouver, BC V6E 4A4

Email:  david@livecurrent.com

Fax: 604-648-0517

ii.Notice is deemed to have been received on the date it is delivered or transmitted if it is received between 8:00 am and 5:00 pm PST and on the next business day if it is received after 5:00 pm PST. 

14.Entire Agreement.  This Agreement is the entire Agreement between the parties; and its terms may be waived or amended only in writing.  No waiver of any term operates to waive any other term. 

15.Confidentiality.  This Agreement and any documentation or other information disclosed by one party to the other during their negotiations are confidential between the parties and may only be disclosed to others by either party if required by a regulatory agency with jurisdiction, such as, for example and without limitation, a securities commission and Health Canada. 

16.Partnership.  This Agreement does not create a partnership or joint venture or any other kind of business association between the parties; and neither party has the power to bind the other in any way. 

17.Assignment.  Neither party may assign its interest in this Agreement without the other party’s written consent, which cannot be unreasonably withheld. 

18.Binding.  This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns. 

19.Drafting.  Each party participated in the drafting of this Agreement; therefore, no presumption that either party or any other party drafted it applies in any interpretation, construction, or enforcement of this Agreement. 

20.Governing Law.  This Agreement must be construed in accordance only with the laws of British Columbia and the parties must submit to the jurisdiction of the courts of British Columbia. 

21.Severability.  No finding by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable operates to impair or affect the remaining provisions which remain effective and enforceable. 

22.Counterparts.  This Agreement may be signed in counterparts and delivered to the parties by the means described in section 13; and the counterparts together are deemed to be one original document. 

 

IN WITNESS WHEREOF, the Parties, through their respective authorized signatories, have caused this Agreement to be duly executed this ___ day of January 2020.

 

Live Current Media Inc.

Cell MedX Corp.

 

 

 

      

By: /s/ David Jeffs

By: /s/ Brad Hargreaves

Signature

Signature

 

 

Name:    David Jeffs

Name: Brad Hargreaves

 

 

Title:      CEO

Title:  VP Technology & Operations

 

 

Date:      January 29, 2020

Date: January 29, 2020

 

 

 

 

 

 

 

 

 

 

 

 

CELL MEDX CORP. OTCQB: CMXC

FOR IMMEDIATE RELEASE ON January 30, 2020

 

Cell MedX Corp. Reacquires World Wide Exclusivity Rights for the eBalanceⓇ Device

 

Carson City, Nevada, January 30, 2020, Cell MedX Corp. (OTCQB: CMXC, 9CX:MUN) (“Cell MedX” or the “Company”), a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness, is pleased to announce that the Company has repurchased the worldwide exclusive direct rights for distribution of its eBalance® devices.

 

Cell MedX identified two distribution market channels for sales of the eBalance® device, individual rights for home based use (“Direct Rights”) and wholesale rights for use by clinics, doctors and practitioners (“Wholesale Rights”).  On March 21, 2019, the Company entered into a definitive agreement granting Live Current Media Inc. (“LIVC”) worldwide exclusive Direct Rights to the eBalance® device. For additional information please refer to the news release disseminated on March 27, 2019.

 

LIVC’s decision to concentrate its efforts on the eSports Industry created an opportunity for the Company to reacquire the Direct Rights from LIVC. By reacquiring the Direct Rights, Cell MedX can assure that proper time and dedication is put towards customer service while at the same time giving the Company greater flexibility with its sales and marketing program.

 

In order to reacquire the Direct Rights Cell MedX agreed to pay LIVC a royalty on all sales of the eBalance® device up to an aggregate USD$507,500 calculated as follows;

 

1.$25 per eBalance® device sold by Cell MedX. This royalty will cease after the sale of 3,500 eBalance® devices, resulting in a total royalty of USD$87,500 

2.$5 per month for each eBalance® device generating recurring monthly revenue, up to an aggregate royalty of USD$420,000 

3.The above payments are to be made quarterly 

4.If the recurring monthly revenue is changed or cancelled then Cell MedX will pay USD$145 per eBalance® device sold to an aggregate of USD$507,500. 

 

In addition to the royalty, Cell MedX agreed to issue to LIVC share purchase warrants entitling LIVC to purchase up to two million (2,000,000) common shares of Cell MedX (the “CMXC share”) as follows;

 

1.A warrant to acquire up to one million (1,000,000) CMXC shares at USD$0.50 per CMXC share (the “First Warrant”) 

2.A warrant to acquire up to one million (1,000,000) CMXC shares at USD$1.00 per CMXC share (the “Second Warrant”) 

3.The First Warrant and the Second Warrant expire three years after the issuance (the “Warrant Term”) 

Cell MedX shall have the right, but not an obligation, to accelerate the expiry date of the warrants. The First Warrant may be accelerated in case where the weighted average closing price (the “WACP”) of the CMXC shares over any 30 consecutive trading day period that the CMXC shares trade on the OTC Market, or such other principal stock exchange or market, is equal to or greater than USD$1.00 per share. The Second Warrant may be accelerated when the WACP is equal to or greater than USD$1.75 per share. LIVC will have 30 days to exercise the warrants once LIVC receives an acceleration notice from CMXC.

 

About Cell MedX Corp.

 

Cell MedX Corp. is an early development stage biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness and alleviate complications associated with medical conditions including, but not limited to, diabetes, Parkinson’s disease, and high blood pressure. For more information about the Company and its technology please visit the Company’s website at www.cellmedx.com/investors/overview/.  For the Company’s newsletter please visit www.cellmedx.com/media/newsletters/.

 

On behalf of the Board of Directors of Cell MedX Corp.

 

Frank McEnulty

CEO, Director

 

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects", "intends", "estimates", "projects", "anticipates", "believes", "could", and other similar words. All statements addressing product performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in the Company's Quarterly, and Annual Reports filed with the United States Securities and Exchange Commission (the "SEC"). Should one or more of these risks or uncertainties materialize, or should any of the Company's underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Company's forward-looking statements. In particular, the Company’s eBalance technology is still in development.  Except as required by law, Cell MedX Corp. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

 

The information presented in this press release, including the statements made regarding the eBalance® device, have not been evaluated by the Food and Drug Administration or Health Canada, nor has it been peer reviewed. eBalance® should not be viewed as a substitute for professional medical advice, diagnosis, or treatment. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Cell MedX Corp. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.

 

SOURCE:

Cell MedX Corp.

For further information please visit: www.cellmedx.com

Toll free: 1.844.238.2692