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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)  October 11, 2022

 

CELL MEDX CORP.

(Exact name of registrant as specified in its charter)

 

NV

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)) 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

 

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.  ☐

 

 

1

 

ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 

 

On October 11, 2022, Cell MedX Corp. (the “Company”) and Richard Jeffs, the Company’s major shareholder and largest financier, agreed to consolidate certain loans previously advanced by Mr. Jeffs to the Company between August 28, 2019 and October 11, 2022, totaling approximately USD$539,325. In addition, the Company agreed to secure the amounts outstanding under the amended loans by granting to Mr. Jeffs a security interest over the Company’s eBalance® Technology and any and all products developed by the Company and its subsidiary, Cell MedX (Canada) Corp., that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications which the Company and its subsidiary have been granted. The amounts and accrued interest on the loans continue to be due on demand and accumulate annual interest at 6% compounded monthly.

 

ITEM 7.01REGULATION FD DISCLOSURE 

 

On October 18, 2022, the Company issued a news release announcing it had amended the terms of certain loan agreements with Mr. Jeffs and that the British Columbia Securities Commission (the “BCSC”) has issued a cease trade order in respect of the Company’s securities, as further described in Item 1.01 and Item 8.01 of this Form 8-K.

 

A copy of the Company’s news release is attached as Exhibit 99.1 hereto.

 

ITEM 8.01OTHER EVENTS 

 

On October 11, 2022, the British Columbia Securities and Exchange Commission (the “BCSC”) issued a cease trade order in respect of the securities of the Company for failing to timely file its Annual Information Form (AIF) and annual audited financial statements for the fiscal year ended May 31, 2022, along with the related management’s discussion and analysis (collectively, the “Canadian Filings”). The Company’s inability to file the required Canadian Filings is due to the Company having insufficient funds to complete the audit of its annual financial statements. The Company hopes to make the required Canadian Filings, and to file its required annual and quarterly filings under applicable United States securities laws, as soon as it is possible. However, at this time, the Company cannot provide any assurance that its attempts to raise the necessary funding will be successful.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. 

 

(d)  Exhibits

 

The following exhibits are provided with this Current Report:

 

Exhibit

Number

Description of Exhibit

10.1

Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.2

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.3

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.4

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs.

10.5

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs.

99.1

News Release dated October 18, 2022.

 

 

 

 

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:  October 18, 2022

 

 

 

 

By: /s/ Joao (John) da Costa

 

Joao (John) da Costa,

 

Chief Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

LOAN AGREEMENT

October 3, 2022

 

Richard N. Jeffs (the “Lender”) of 11750 Fairtide Road, Ladysmith, BC V9G 1K5, advanced USD$19,000 (the “Principal Sum”) to Cell MedX (Canada) Corp. (the “Borrower”) of 820 - 1130 Pender Street West. Vancouver, BC V6E 4A4. The Lender advanced the funds on October 3, 2022. As per request of the Borrower, the Lender transferred the Principal Sum into the account of Cell MedX Corp., the Borrower’s parent corporation with an address at 123 W. Nye Ln, Suite 446, Carson City, NV 89706.

 

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from October 3, 2022 (the “Effective Date”). The Borrower is liable for repayment of the Principal Sum, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement.

 

As collateral for repayment of Principal Sum and the Interest, the Borrower agrees that, upon a default of any payment of the amount owed, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.

 

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX (Canada) Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROMISSORY NOTE

 

Principal Amount: USD$19,000

October 3, 2022

 

 

FOR VALUE RECEIVED Cell MedX (Canada) Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $19,000 lawful money of the United States of America (the “Principal Sum”) together with the Interest accrued on the Principal Sum calculated from October 3, 2022 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

 

The Borrower acknowledges that, at the Borrower’s request, the Lender transferred the Principal Sum  to Cell MedX Corp., the Borrower’s parent corporation.

 

As collateral for repayment of Principal Sum and the Interest, the Borrower agrees that, upon a default of any payment of the amount owed, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.

 

The Borrower may repay the Principal Sum, and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonor of this promissory note.

 

 

BORROWER

Cell MedX (Canada) Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

LOAN AGREEMENT

October 11, 2022

 

THIS LOAN AGREEMENT (the “Agreement”) is entered into as of the 11th day of October, 2022 (the “Effective Date”) by and between CELL MEDX (CANADA) CORP., a corporation organized under the Business Corporations Act (British Columbia), and having an address at Suite 820 – 1130 West Pender Street, Vancouver, BC V6E 4A4 (the “Borrower”) and RICHARD NORMAN JEFFS, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (the “Lender”).  

 

Whereas:

 

A.The Lender advanced to the Borrower a total of CAD$82,500 (the “Cash Advances”) during the period from December 11, 2020, up to and including March 30, 2022, for which advances the Borrower and the Lender had signed individual loan agreements and the Borrower issued separate notes payable accumulating 6% annual interest, compounded monthly (the “Accrued Interest”);  

 

B.The summary of the Cash Advances and the Accrued Interest is detailed in the Schedule “A” attached to this Agreement; and 

 

C.As at the date of this Agreement, the Lender wishes and the Borrower agrees to consolidate all Loan Agreements and associated with these Loan Agreements Notes Payable. 

 

It is agreed that:

 

1.The Borrower and the Lender confirm the accuracy of the total amount due to the Lender as presented in the Schedule “A”, and agree that the total consolidated amount owed as at October 11, 2022, for Cash Advances and Accrued Interest accrued thereon is CAD$87,876.61 (“Consolidated Principal”);  

 

2.This Agreement replaces all prior loan agreements between the Lender and the Borrower, as listed in the Schedule “A”, and as of October 11, 2022, these loan agreements are considered to be null and void;   

 

3.The Borrower agrees to repay the Consolidated Principal on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from October 11, 2022 (the “Effective Date”);  

 

4.The Borrower understands that it is liable for repayment of the Consolidated Principal, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement. 

 

5.The Borrower agrees that, upon a default of any payment of the amount owed under the Loan Agreement, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.  

 

6.The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form. 

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX (Canada) Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

PROMISSORY NOTE

 

Consolidated Principal: CAD$87,876.61

October 11, 2022

 

 

FOR VALUE RECEIVED Cell MedX (Canada) Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $87, 876.61 lawful money of Canada (the “Consolidated Principal”) together with the Interest accrued on the Consolidated Principal calculated from October 11, 2022 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Consolidated Principal when the Consolidated Principal is repaid.

 

As collateral for repayment of Consolidated Principal and the Interest, the Borrower agrees that, upon a default of any payment of the amount owed, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.

 

The Borrower may repay the Consolidated Principal and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonor of this promissory note.

 

 

BORROWER

Cell MedX (Canada) Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDUEL “A”

TO THE LOAN AGREEMENT

Dated October 11, 2022

 

The following table presents the list of the cash advances that Lender had advanced to the Borrower during the period from December 11, 2022, up to and including March 30, 2022, which were borrowed pursuant to the individual loan agreements and for which the Borrower had issued notes payable. The total of these advances along with the interest accrued thereon are being consolidated into one Loan Agreement and consolidated Note Payable.  

 

Loan Agreement Date

Cash Advance

Accrued Interest

Total due

as at October 11, 2022

December 11, 2020

$    25,000.00

$   2,898.71

$  27,898.71

December 23, 2020

7,500.00

853.16

8,353.16

March 30, 2022

50,000.00

1,624.74

51,624.74

Total

$    82,500.00

$  5,376361

$  87,876.61

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN AGREEMENT

October 11, 2022

 

THIS LOAN AGREEMENT (the “Agreement”) is entered into as of the 11th day of October, 2022 (the “Effective Date”) by and between CELL MEDX (CANADA) CORP., a corporation organized under the Business Corporations Act (British Columbia), and having an address at Suite 820 – 1130 West Pender Street, Vancouver, BC V6E 4A4 (the “Borrower”) and RICHARD NORMAN JEFFS, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (the “Lender”).  

 

Whereas:

 

A.The Lender advanced to the Borrower a total of USD$347,000 (the “Cash Advances”) during the period from June 22, 2021, up to and including October 3, 2022, for which advances the Borrower and the Lender had signed individual loan agreements and the Borrower issued separate notes payable accumulating 6% annual interest, compounded monthly (the “Accrued Interest”);  

 

B.The summary of the Cash Advances and the Accrued Interest is detailed in the Schedule “A” attached to this Agreement; and 

 

C.As at the date of this Agreement, the Lender wishes and the Borrower agrees to consolidate all Loan Agreements and associated with these Loan Agreements Notes Payable. 

 

It is agreed that:

 

1.The Borrower and the Lender confirm the accuracy of the total amount due to the Lender as presented in the Schedule “A”, and agree that the total consolidated amount owed as at October 11, 2022, for Cash Advances and Accrued Interest accrued thereon is USD$353,511.56 (“Consolidated Principal”);  

 

2.This Agreement replaces all prior loan agreements between the Lender and the Borrower, as listed in the Schedule “A”, and as of October 11, 2022, these loan agreements are considered to be null and void;   

 

3.The Borrower agrees to repay the Consolidated Principal on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from October 11, 2022 (the “Effective Date”);  

 

4.The Borrower understands that it is liable for repayment of the Consolidated Principal, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement. 

 

5.The Borrower agrees that, upon a default of any payment of the amount owed under the Loan Agreement, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.  

 

6.The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form. 

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX (Canada) Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

PROMISSORY NOTE

 

Consolidated Principal: USD$353,511.56

October 11, 2022

 

 

FOR VALUE RECEIVED Cell MedX (Canada) Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $353,511.56 lawful money of the United States of America (the “Consolidated Principal”) together with the Interest accrued on the Consolidated Principal calculated from October 11, 2022 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Consolidated Principal when the Consolidated Principal is repaid.

 

As collateral for repayment of Consolidated Principal and the Interest, the Borrower agrees that, upon a default of any payment of the amount owed, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.

 

The Borrower may repay the Consolidated Principal and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonor of this promissory note.

 

 

BORROWER

Cell MedX (Canada) Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDUEL “A”

TO THE LOAN AGREEMENT

Dated October 11, 2022

 

The following table presents the list of the cash advances that Lender had advanced to the Borrower during the period from June 22, 2021, up to and including October 3, 2022, which were borrowed pursuant to the individual loan agreements and for which the Borrower had issued notes payable. The total of these advances along with the interest accrued thereon are being consolidated into one Loan Agreement and consolidated Note Payable.  

 

Loan Agreement Date

Cash Advance

Accrued Interest

Total due

as at September 30, 2022

June 22, 2021

$    34,000.00

$      793.11

$   34,793.11

October 7, 2021

15,000.00

343.81

15,343.81

October 26, 2021

35,000.00

799.74

35,799.74

November 24, 2021

35,000.00

795.94

35,795.94

December 30, 2021

25,000.00

565.18

25,565.18

January 27, 2022

25,000.00

562.60

25,562.60

February 24, 2022

31,000.00

694.42

31,694.42

April 28, 2022

23,000.00

509.92

23,509.92

May 31, 2022

25,000.00

551.27

25,551.27

June 27, 2022

23,000.00

403.35

23,403.35

July 28, 2022

18,000.00

222.80

18,222.80

August 31, 2022

20,000.00

134.97

20,134.97

September 6, 2022

19,000.00

109.45

19,109.45

October 3, 2022

19,000.00

24.99

19,024.99

Total

$  347,000.00

$  6,511.56

$  353,511.56

 

 

 

 

 

 

 

 

 

 

 

 

LOAN AGREEMENT

October 11, 2022

 

THIS LOAN AGREEMENT (the “Agreement”) is entered into as of the 11th day of October, 2022 (the “Effective Date”) by and between CELL MEDX CORP., a corporation organized under the Laws of the State of Nevada and having an address at 123 W. Nye Ln, Suite 446, Carson City, NV 89706 (the “Borrower”) and RICHARD NORMAN JEFFS, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (the “Lender”).  

 

Whereas:

 

A.The Lender advanced to the Borrower a total of CAD$9,133.89 (the “Cash Advance”) on August 28, 2019, for which advance the Borrower and the Lender signed a loan agreement and the Borrower issued a note payable accumulating 6% annual interest, compounded monthly (the “Accrued Interest”);  

 

B.The Cash Advance and the Accrued Interest is detailed in the Schedule “A” attached to this Agreement; and 

 

C.As at the date of this Agreement, the Lender wishes and the Borrower agrees to consolidate all Loan Agreements and associated with these Loan Agreements Notes Payable. 

 

It is agreed that:

 

1.The Borrower and the Lender confirm the accuracy of the total amount due to the Lender as presented in the Schedule “A”, and agree that the total consolidated amount owed as at October 11, 2022, for Cash Advance and Accrued Interest accrued thereon is CAD$11,011.35 (“Consolidated Principal”);  

 

2.This Agreement replaces all prior loan agreements between the Lender and the Borrower, as listed in the Schedule “A”, and as of October 11, 2022, these loan agreements are considered to be null and void;   

 

3.The Borrower agrees to repay the Consolidated Principal on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from October 11, 2022 (the “Effective Date”);  

 

4.The Borrower understands that it is liable for repayment of the Consolidated Principal, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement. 

 

5.The Borrower agrees that, upon a default of any payment of the amount owed under the Loan Agreement, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.  

 

6.The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form. 

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

PROMISSORY NOTE

 

Consolidated Principal: CAD$11,011.35

October 11, 2022

 

 

FOR VALUE RECEIVED Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $11,011.35 lawful money of Canada (the “Consolidated Principal”) together with the Interest accrued on the Consolidated Principal calculated from October 11, 2022 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Consolidated Principal when the Consolidated Principal is repaid.

 

As collateral for repayment of Consolidated Principal and the Interest, the Borrower agrees that, upon a default of any payment of the amount owed, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.

 

The Borrower may repay the Consolidated Principal and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonor of this promissory note.

 

 

BORROWER

Cell MedX Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDUEL “A”

TO THE LOAN AGREEMENT

Dated October 11, 2022

 

The following table presents the list of the cash advances that Lender had advanced to the on August 28, 2019, which were borrowed pursuant to the loan agreement and for which the Borrower had issued a note payable. The advance along with the interest accrued thereon are being consolidated into one Loan Agreement and Note Payable.

 

Loan Agreement Date

Cash Advance

Accrued Interest

Total due

as at October 11, 2022

August 28, 2019

$    9,133.89

$  1,877.46

$  11,011.35

Total

$    9,133.89

$  1,857.58

$  11,011.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN AGREEMENT

October 11, 2022

 

THIS LOAN AGREEMENT (the “Agreement”) is entered into as of the 11th day of October, 2022 (the “Effective Date”) by and between CELL MEDX CORP., a corporation organized under the Laws of the State of Nevada and having an address at 123 W. Nye Ln, Suite 446, Carson City, NV 89706 (the “Borrower”) and RICHARD NORMAN JEFFS, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (the “Lender”).  

 

Whereas:

 

A.The Lender advanced to the Borrower a total of USD$100,605.64 (the “Cash Advances”) during the period from August 28, 2019, up to and including May 18, 2021, for which advances the Borrower and the Lender had signed individual loan agreements and the Borrower issued separate notes payable accumulating 6% annual interest, compounded monthly (the “Accrued Interest”);  

 

B.The summary of the Cash Advances and the Accrued Interest is detailed in the Schedule “A” attached to this Agreement; and 

 

C.As at the date of this Agreement, the Lender wishes and the Borrower agrees to consolidate all Loan Agreements and associated with these Loan Agreements Notes Payable. 

 

It is agreed that:

 

1.The Borrower and the Lender confirm the accuracy of the total amount due to the Lender as presented in the Schedule “A”, and agree that the total consolidated amount owed as at October 11, 2022, for Cash Advances and Accrued Interest accrued thereon is USD$113,694.27 (“Consolidated Principal”);  

 

2.This Agreement replaces all prior loan agreements between the Lender and the Borrower, as listed in the Schedule “A”, and as of October 11, 2022, these loan agreements are considered to be null and void;   

 

3.The Borrower agrees to repay the Consolidated Principal on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from October 11, 2022 (the “Effective Date”);  

 

4.The Borrower understands that it is liable for repayment of the Consolidated Principal, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement. 

 

5.The Borrower agrees that, upon a default of any payment of the amount owed under the Loan Agreement, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.  

 

6.The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form. 

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

PROMISSORY NOTE

 

Consolidated Principal: USD$113,694.27

October 11, 2022

 

 

FOR VALUE RECEIVED Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $113,694.27 lawful money of the United States of America (the “Consolidated Principal”) together with the Interest accrued on the Consolidated Principal calculated from October 11, 2022 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Consolidated Principal when the Consolidated Principal is repaid.

 

As collateral for repayment of Consolidated Principal and the Interest, the Borrower agrees that, upon a default of any payment of the amount owed, the Lender will have full right and title of ownership to the Borrower’s intellectual property being eBalance (microcurrent) Technology, and any and all products developed by the Borrower that are based on the said eBalance (microcurrent) Technology, as well as all eBalance trademarks and certifications the Borrower has acquired.

 

The Borrower may repay the Consolidated Principal and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonor of this promissory note.

 

 

BORROWER

Cell MedX Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDUEL “A”

TO THE LOAN AGREEMENT

Dated October 11, 2022

 

The following table presents the list of the cash advances that Lender had advanced to the Borrower during the period from August 28, 2019, up to and including May 18, 2021, which were borrowed pursuant to the individual loan agreements and for which the Borrower had issued notes payable. The total of these advances along with the interest accrued thereon are being consolidated into one Loan Agreement and consolidated Note Payable.  

 

Loan Agreement Date

Cash Advance

Accrued Interest

Total due

as at October 11, 2022

August 28, 2019

$    35,605.64

$   7,318.65

$    42,924.29

April 15, 2021

15,000.00

1,399.61

16,399.61

May 18, 2021

50,000.00

4,370.37

54,370.37

Total

$  100,605.64

$ 13,088.63

$  113,694.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

image1.jpg 

CELL MEDX CORP. OTCPINK: CMXC

FOR IMMEDIATE RELEASE OCTOBER 18, 2022

 

 

Cell MedX Amends Loan Agreements, Provides Update on Financing and Regulatory Compliance

 

Carson City, Nevada, October 18, 2022, Cell MedX Corp. (OTCPINK: CMXC) (“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, has amended terms of its loans with Richard Jeffs, the Company’s major shareholder and largest financier.

 

The Company’s current operations are centered around further development of its eBalance® Home and Pro Systems, including submission of its US premarket notification (510(k)) with the U.S. Food and Drug Administration (FDA), which continues to be under review. The effects of COVID restrictions and the subsequent down-turn in the global economy have resulted in several significant interruptions to the Company’s business plan and delays in obtaining the receipt of 510(k) certification.  These interruptions and delays have prevented the Company from being able to market its eBalance® Home and eBalance® Pro Systems to a broader audience and has hindered the Company’s prospects for earning revenue from its operations. To mitigate the deficiency in its cash flow, the Company has been exploring all avenues of financing in order to meet its financial obligations and business goals.

 

While the Company’s management is continuing its efforts to secure additional financing, the Company has reached an agreement with Mr. Richard Jeffs, the Company’s largest shareholder and financier, to amend certain terms of certain loans previously advanced by Mr. Jeffs to the Company.

 

Mr. Jeffs and the Company’s management agreed to consolidate the loans the Company received from Mr. Jeffs between August 28, 2019 and October 11, 2022, totaling approximately USD$539,325.  In addition, the Company has agreed to grant Mr. Jeffs a security interest over certain intellectual property rights of the Company.  In particular, the Company has agreed that, upon a default of any payment of the amount owed under the amended loan agreements, Mr. Jeffs will have full right and title of ownership to the Company’s eBalance® Technology and any and all products developed by the Company and its subsidiary, Cell MedX (Canada) Corp., that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications which the Company and its subsidiary have been granted. The amounts and accrued interest on the loans continue to be due on demand and accumulate annual interest at 6% compounded monthly.

 

For additional information on the amendments to the loan agreements with Richard Jeffs, please refer to the Current Report on Form 8-K the Company filed with the U.S. Securities and Exchange Commission on October 18, 2022.

 

The Company regrets to announce that, on October 11, 2022, the British Columbia Securities Commission (the “BCSC”) issued a cease trade order in respect of the Company’s securities for failing to timely file its Annual Information Form (AIF) and annual audited financial statements for the fiscal year ended May 31, 2022, along with the related management’s discussion and analysis. The Company’s inability to make its required filings is due to the Company having insufficient funds to complete the audit

of its annual financial statements. The Company’s management continues to source further financing to complete the annual audit. The Company is hoping to remedy the current default as soon as possible. However, at this moment, the Company is unable to provide any assurance that its attempts will be successful.  

 

About Cell MedX Corp. (OTCPINK: CMXC) 

 

Cell MedX Corp. is a 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, high blood pressure, neuropathy and kidney function. The Company’s main focus is on continued research and development of its eBalance® Technology and its eBalance® Home and eBalance® Pro Systems, which have received Health Canada Approval as Class II Medical Device Systems for pain associated with sore/aching muscles in the shoulders, waist, back, neck, upper extremities (arms) and lower extremities (legs) due to strain from exercise or normal household- or work-related activities. For more information about the Company and its technology please visit www.cellmedx.com/investors/overview/.

 

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

 

Dwayne Yaretz

Director, CEO

 

Forward Looking Statements

The information included in this press release has not been reviewed by the FDA or Health Canada, nor has it been peer reviewed. 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, Annual and Current 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. 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. 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 visit: www.cellmedx.com. 

Investor Relations: 1-844-238-2692