8-K

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) March 12, 2024

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.)
820 - 1130 Pender Street, West Vancouver, British Columbia		V6E 4A4
(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.  ☐

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ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. 

On March 12, 2024, Amir Vahabzadeh, a director of Cell MedX Corp. (the "Company"), together with his spouse, subscribed for 1,000,000 units (each a "Unit") of the Company at a price of US$0.03 per Unit for total $30,000 in a private placement offering (the "Offering"). Details of the Offering are provided under Item 3.02 of this Current Report.

ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES. 

On March 12, 2024, Cell MedX Corp. (the “Company”) closed a private placement offering (the “Offering”) by issuing 2,500,000 units (each a "Unit") at a price of US$0.03 per Unit for gross proceeds of US$75,000. Each Unit sold under the Offering consisted of one share in the common stock of the Company and one share purchase warrant (the “Warrant”) expiring on March 12, 2026. Each Warrant is exercisable for one additional share of the Company’s common stock at a price of US$0.04 per share on or before September 12, 2024, and at a price of US$0.05 per share for the remaining life of the Warrant.

Units issued to non-U.S. persons were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that the subscribers are not residents of the United States, are otherwise not “U.S. persons” as that term is defined in Rule 902(k) of Regulation S of the Act and were not in the United States. Units issued to U.S. persons were issued pursuant to the provisions of Rule 506(b) of Regulation D of the Act on the basis that the subscribers are “accredited investors” as that term is defined under Regulation D of the Act.

Amir Vahabzadeh, a director of the Company, and his spouse participated in the Offering acquiring a total of 1,000,000 Units for $30,000.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. 

(d)  Exhibits

The following exhibits are provided with this Current Report:

Exhibit Number	Description of Exhibit
99.1	News Release dated March 19, 2024.

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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:  March 19, 2024
	By: /s/ David Jeffs
	David Jeffs,
	Chief Executive Officer

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EX-99.1

 

CELL MEDX CORP. OTC PINK: CMXC

FOR IMMEDIATE RELEASE MARCH 19, 2024

Cell MedX Corp. Closes Private Placement Financing

Vancouver, BC, March 19, 2024, Cell MedX Corp. (OTC Pink: CMXC) (“Cell MedX” or the “Company”) a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote anti-aging and general wellness, announces that it has closed a non-brokered private placement offering (the “Offering”) by issuing 2,500,000 units (each a “Unit”) at US$0.03 per Unit for total gross proceeds of US$75,000.

Each Unit sold under the Offering consists of one share in the common stock of the Company and one share purchase warrant (the “Warrant”) expiring on March 12, 2026. Each Warrant can be exercised for one additional share of the Company’s common stock at a price of US$0.04 per share on or before September 12, 2024, or at a price of US$0.05 per share during the remaining life of the Warrant.

Units were issued to non-U.S. persons pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that they are not residents of the United States and are otherwise not “U.S. persons” as that term is defined in Rule 902(k) of Regulation S of the Act. Units were issued to U.S. persons pursuant to the provisions of Rule 506(b) of Regulation D of the Act on the basis that they are “accredited investors” as that term is defined under Regulation D of the Act.

A director of the Company and his spouse participated in the Offering acquiring a total of 1,000,000 Units.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of Cell MedX’s securities in the United States. The securities have not been registered under the U.S. Securities Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

About Cell MedX Corp. (OTC Pink: 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: aging, diabetes, 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 System.

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

David Jeffs

Director, CEO

For further information:

info@cellmedx.com

www.cellmedx.com.

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.

XML

Document and Entity Information	Mar. 12, 2024
Details
Registrant CIK	0001493712
Document Type	8-K
Document Period End Date	Mar. 12, 2024
Entity Registrant Name	CELL MEDX CORP.
Entity Incorporation, State or Country Code	NV
Entity File Number	000-54500
Entity Tax Identification Number	38-3939625
Entity Address, Address Line One	820 - 1130 Pender Street, West
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V6E 4A4
City Area Code	844
Local Phone Number	238-2692
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false