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):  September 26, 2016

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.)
2872 Sumter Valley Circle Henderson, NV		89052
(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))

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 26, 2016, Cell MedX Corp. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Jean Arnett and Brad Hargreaves to, among other things, cancel the unvested portion of the options granted to Ms. Arnett and Mr. Hargreaves by the Company pursuant to those separate Option Agreements between the Company and Ms. Arnett, and the Company and Mr. Hargreaves, each dated for reference November 25, 2014 (the “Cancelled Options”).  The Cancelled Options had previously entitled Ms. Arnett and Mr. Hargreaves to collectively acquire up to total of 17,500,000 common shares of the Company (8,750,000 shares, each) at an initial price of $0.05 per share.

In addition, the Company renegotiated its consulting arrangements with Ms. Arnett and Mr. Hargreaves. Based on the Letter Agreement, the Company has agreed to pay each of Ms. Arnett and Mr. Hargreaves CAD$5,000 per month, beginning effective August 1, 2016 for a duration of six (6) months.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement attached as Exhibit 10.5 hereto.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 26, 2016, the board of directors of the Company unanimously resolved to fix the number of directors at three, and unanimously resolved to appoint Yanika Silina, the Company’s current Chief Financial Officer, as a director to fill the vacancy created by the increase in the number of directors.

No new compensation arrangements were entered into between the Company and Ms. Silina in connection with her appointment as a director of the Company.

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	Non-Qualified Stock Option Agreement dated November 25, 2014, among Cell MedX Corp. and Jean Arnett.(1)
10.2	Non-Qualified Stock Option Agreement dated November 25, 2014, among Cell MedX Corp. and Brad Hargreaves.(1)
10.3	First Amendment to Stock-Option Agreement dated November 30, 2014, to that Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Jean Arnett.(1)
10.4	First Amendment to Stock-Option Agreement dated November 30, 2014, to that Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Brad Hargreaves. (1)
10.5	Letter Agreement dated September 26, 2016, between Jean Arnett, Brad Hargreaves and Cell MedX Corp.
99.1	News Release dated September 29, 2016.

(1)   Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2014

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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: September 29, 2016	By:	/s/ Frank McEnulty
		Frank McEnulty, Chief Executive Officer

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EX-10.5

Jean Arnett and Brad Hargreaves

904-1616 Bayshore Drive

Vancouver BC V6G 3L1

September 26, 2016

Re: Letter agreement outlining terms and conditions to cancel options to acquire up to 17,500,000 common shares of Cell MedX Corp.

Dear Mr. Hargreaves and Ms. Arnett:

This letter agreement summarizes the mutual understanding and agreement in respect of the cancellation of the options to purchase up to an aggregate of 17,500,000 shares (8,750,000, each) of Cell MedX Corp.’s (the “Company”) common stock at an initial exercise price of $0.05 per share (the “Options”) granted to Ms. Arnett and Mr. Hargreaves by the Company on or about November 25, 2014 in connection with the Technology Purchase Agreement made effective October 16, 2014 and amended on or about October 28, 2014 and November 13, 2014.

As consideration for the agreement to cancel the Options, the Company, Ms. Arnett and Mr. Hargreaves agree to the following:

·   The Company will retain the consulting services of Ms. Arnett and Mr. Hargreaves for a period of six (6) months commencing August 1, 2016. In consideration for their services, the Company will pay Ms. Arnett a monthly consulting fee of CAD$5,000 per month  and pay Mr. Hargreaves a monthly consulting fee of CAD$5,000 per month.

·   Upon signing of this letter agreement, the Company will issue Ms. Arnett a cheque for CAD$8,000 representing the payment of August and September consulting services, less CAD$2,000 (representing 50% of CAD$4,000 previously advanced to Ms. Arnett and Mr. Hargreaves). In addition, the Company will issue Ms. Arnett a cheque for CAD$5,000 dated October 1, 2016, representing a payment for October consulting services.

·   Upon signing of this letter agreement, the Company will issue Mr. Hargreaves a cheque for CAD$8,000 representing the payment of August and September consulting services, less CAD$2,000 (representing 50% of CAD$4,000 previously advanced to Ms. Arnett and Mr. Hargreaves). In addition, the Company will issue Mr. Hargreaves a cheque for CAD$5,000 dated October 1, 2016, representing a payment for October consulting services.

____________________________________________________________________________________________

Cell MedX Corp. 2872 Sumter Valley Circle, Henderson, NV 89052

·    The Company acknowledges that as of July 31, 2016 the Company was indebted to Ms. Arnett and Mr. Hargreaves  in the following amounts:

	Amount
Amount due to Jean Arnett at July 31, 2016	USD$  87,212.74
Amount due to Brad Hargreaves at July 31, 2016	USD$  61,107,89
Total indebtedness	USD$148,320.63

* Foreign exchange used: USD$1=CAD$1.3197 as at September 26, 2016 per Bank of Canada

The Company agrees to extinguish the debt owed to Mr. Hargreaves and Ms. Arnett in the following manner:

Private Placement Financing Closed	Repayment
Up to an aggregate of  $1,000,000*	USD$50,000.00
Up to an aggregate of  $2,000,000*	USD$50,000.00
Up to an aggregate of  $3,000,000*	USD$48,320.63

* The aggregate amounts listed do not include any current Debt or Equity Financing up to and including September 26, 2016.

·   Should Mr. Hargreaves, and Ms. Arnett, choose to exercise their options to acquire the shares of the Company’s common stock, the Company agrees to issued 20 shares (not to exceed 2,500,000 shares) of its common stock for each $1 owed to Mr. Hargreaves and Ms. Arnett at the time of the exercise. The amount exercised shall be deducted from the total to be paid as presented in the schedule above.

Please sign where indicated below to indicate your concurrence with our understanding.

Yours truly,

Cell MedX Corp.

Per: _/s/ Frank McEnulty

Name: Frank McEnulty

Title:   President

Agreed this 26th day of September, 2016

/s/ Jean Arnett	/s/ Bradley Hargreaves
Jean Arnet	Bradley Hargreaves

EX-99.1

CELL MEDX CORP. OTCQB: CMXC

FOR IMMEDIATE RELEASE SEPTEMBER 29, 2016

Cell MedX Corp. (CMXC) Cancels Options and Appoints a Director

Las Vegas, Nevada, September 29, 2016, Cell MedX Corp. (OTCQB: CMXC), (“Cell MedX” or the “Company”) a development stage company focused on the commercialization of therapeutic devices for patients living with diseases such as diabetes, is pleased to announce that on September 26, 2016 the Company cancelled options to acquire up to 17,500,000 common shares of the Company, at an initial price of $0.05 per share (the “Cancelled Options”). The Cancelled Options represent the unvested portion of those options that were initially granted to Ms. Arnett and Mr. Hargreaves on November 25, 2014.

At the same time, the Company renegotiated its consulting arrangements with Ms. Arnett and Mr. Hargreaves and agreed to pay Ms. Arnett and Mr. Hargreaves CAD$5,000 per month, each, beginning effective August 1, 2016, for a duration of six (6) months.

On September 26, 2016, the board of directors of the Company also unanimously resolved to increase the number of directors to three, and appointed Yanika Silina, the Company’s current Chief Financial Officer, as a director of the Company to fill the vacancy created by the increase in the number of directors.

About Cell MedX Corp. (OTCQB: CMXC) 

Cell MedX Corp. is an early development stage company focused on the discovery, development and commercialization of therapeutic products for patients with diseases such as diabetes, by developing technologies to help manage both the illness and related complications. For more information about the Company and its technology please visit our website at: www.cellmedx.com, for the Company’s weekly newsletter, please go to www.cellmedx.com/media/newsletters/

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

Frank McEnulty

Chief Executive Officer and President.

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, 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 correct, 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.  The Company does not currently have any commercially marketable products based on the eBalance Technology, and there is no assurance that the Company will be successful in its development efforts. 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. 

Or phone: 1-844-238-2692