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): November 13, 2014


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.)
     
4575 Dean Martin Drive, STE 2206
Las Vegas, NV
 
89103
(Address of principal executive offices)
 
(Zip Code)
     
 
Registrant's telephone number, including area code
  (310) 508-9398

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))
 
 
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment No. 2 to Technology  Purchase Agreement

On November 13, 2014, Cell MedX Corp. (the “Company”), Jean Arnett and Brad Hargreaves agreed to extend the closing deadline for the transactions contemplated in that Technology Purchase Agreement dated effective as of October 16, 2014 as previously amended by that Amendment No. 1 to Technology Purchase Agreement dated October 28, 2014 (as previously amended, the “Purchase Agreement”).  The parties have agreed to extend the closing deadline to December 1, 2014.  The parties may, by mutual agreement, agree to close the transactions contemplated in the Purchase Agreement prior to December 1, 2014.
 
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of Amendment No. 2 to Technology Purchase Agreement between the Company, Ms. Arnett and Mr. Hargreaves, a copy of which is included as an exhibit to this report. A description of the Purchase Agreement, as previously amended, and the transactions contemplated therein are provided in the Company’s reports on Form 8-K filed with the Securities and Exchange Commission on October 17, 2014 and November 3, 2014.
 
ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS.

(d)            Exhibits

The following exhibits are either provided with this Current Report or are incorporated herein by reference:

Exhibit Number
Description of Exhibit
10.1
Letter  Agreement dated August 29, 2014 among Sports Asylum, Inc., Jean Arnett, Brad Hargreaves and XC Velle Institute Inc. (1)
10.2
Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves. (2)
10.3
Amendment No. 1 to Technology Purchase Agreement dated effective as of October 28, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves. (3)
10.4
Amendment No. 2 to Technology Purchase Agreement dated effective as of November 13, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.

(1) Included as an exhibit to that report on Form 8-K filed by the Company with SEC on September 5, 2014.
(2) Included as an exhibit to that report on Form 8-K filed by the Company with SEC on October 17, 2014.
(3) Included as an exhibit to that report on Form 8-K filed by the Company with SEC on November 3, 2014.



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:  November 18, 2014
By:           / s / Frank McEnulty
Frank McEnulty,
Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director

 
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AMENDMENT NO. 2 TO TECHNOLOGY PURCHASE AGREEMENT


THIS AGREEMENT is dated effective this 13th day of November, 2014


AMONG:

JEAN ARNETT , businessperson, having an address at 121 - 3989 Henning Drive, Burnaby, BC  V5C 6N5

(hereinafter called “Arnett”)
OF THE FIRST PART
AND:

BRAD HARGREAVES , businessperson, having an address at 121 - 3989 Henning Drive, Burnaby, BC  V5C 6N5

(hereinafter called “Hargreaves”)
OF THE SECOND PART

(Arnett and Hargreaves collectively being the “Vendors”)

AND:
CELL MEDX CORP. , a Nevada corporation having an address at 4575 Dean Martin Drive 2206, Las Vegas, Nevada 89103

(hereinafter called the “Company”)
OF THE THIRD PART

WHEREAS :

A.   The Vendors and the Company are parties to that Technology Purchase Agreement dated effective as of the 16 th day of October, 2014 and as previously amended by that Amendment No. 1 to Technology Purchase Agreement dated effective the 28 th day of October, 2014 (as amended, the “Technology Purchase Agreement”); and
 
B.   The Vendors and the Company wish to further amend the terms of the Technology Purchase Agreement as set forth herein,
 
NOW THEREFORE THIS AGREEMENT WITNESSES THAT for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

1.   Unless otherwise defined in this Agreement, capitalized terms used herein and in the recitals hereto shall have the meanings set forth in the Technology Purchase Agreement.
 
2.   The parties agree that the Technology Purchase Agreement shall be, and hereby is, amended as follows:
 
 
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(a)   Section 3.1 of the Technology Purchase Agreement shall be deleted in its entirety and replaced with the following:
 
3.1   Closing .  Subject to the satisfaction or waiver of all of the conditions precedent to Closing as set out in this Agreement, Closing of the transactions contemplated herein shall take place at such place and time on the Closing Date as may be agreed to by the parties hereto.  The Closing Date shall be such date as is agreed upon by the parties hereto, but shall be no later than December 1, 2014.  Unless otherwise agreed to by each of the parties hereto, if Closing does not occur on or before December 1, 2014, this Agreement shall automatically be terminated and of no further force and effect except with respect to the provisions of Sections 5.6 and 5.8 of this Agreement.

3.   Except as modified by this Agreement, the Technology Purchase Agreement remains in full force and effect in accordance with its terms, and are hereby ratified and confirmed in all respect by the Company and the Vendors.

4.   This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterpart have been signed by each party hereto and delivered to the other parties.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written above.

CELL MEDX CORP.
   
a Nevada corporation by its authorized signatory:
 
/s/ Jean Arnett
   
JEAN ARNETT
     
/s/ Frank E. McEnulty
   
Name: Frank E. McEnulty
   
Title: Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
   
     

     
   
/s/ Brad Hargreaves
   
BRAD HARGREAVES
     
     
     
     
 



 
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