8-K

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 15, 2024

 

AXIM BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54296	27-4092986
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6191 Cornerstone Court, E., Suite 114 San Diego, California	92121
(Address of principal executive offices)	(Zip Code)

(858) 923-4422

(Registrant’s telephone number, including area code)

(Former name 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
N/A

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).
Emerging Growth Company ☐

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. ☐

Item 1.01Entry Into a Material Definitive Agreement 

1. Convertible Notes

On March 15, 2024, AXIM Biotechnologies, Inc. (the “Company”) issued Convertible Notes, having an aggregate face value of $814,555 (the "Notes"), to (i) its independent directors for past due director fees, (ii) certain officers and contractors of the Company for past due salaries and fees for services rendered, and (iii) employees of its wholly-owned subsidiary, Sapphire Biotech, Inc. ("Sapphire"), for past due salaries.  The Notes pay annual interest at the rate of 4.25% annually which shall accrue until the maturity date of March 1, 2034 (“Maturity Date”), at which time all principal and interest accrued thereon shall be due and payable.  Two of the Notes, aggregate face value $135,625, require a 25% payment of principal on each annual anniversary of the Notes ("Version 1 Notes"). The four Notes issued to the independent directors, aggregate face value of $140,000, are convertible into common stock of the Company at a conversion price of $0.01 ("Version 2 Notes"). The remaining Notes, aggregate face value $674,555, are convertible into common stock of the Company at a conversion price of $0.02 ("Version 3 Notes"). All of the Notes are restricted from converting into the Company's common stock until the earlier of the two-year anniversary of the Notes or at any time after the six-month anniversary of the Notes if the Company's common stock closes at or above $.20 for 30 consecutive days. In addition, the Notes. may not be sold, transferred, pledged or hypothecated by the holder at any time. In total, the $814,555 aggregate face value of the Notes are convertible into 47,727,750 shares of the Company's common stock.

2. Restricted Common Stock

On March 15, 2024, the Company entered into a Stock Purchase Agreement (the "SPA") with an employee of Sapphire for the purchase of 1,100,000 restricted shares of Company common stock for a purchase price of $0.01 per share totaling $11,000. The employee paid the purchase price by accepting the shares as satisfaction of past due salary totaling $11,000.

The Company sold the securities referenced in this Item 1.01 in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

The foregoing summaries of the agreements and notes do not purport to be complete and are subject to, and qualified in their entirety by reference to the agreements and notes, and attachments thereto, which are included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.4 are incorporated herein by reference thereto.

Item 2.03Creation of a Direct Financial Obligation 

On March 15, 2024, the Company issued unsecured convertible notes with an aggregate face value of $814,555 as more fully described in Item 1.01 above, which is incorporated by reference thereto. 

Item 9.01Financial Statements and Exhibits.   

(d)  Exhibits.

Exhibit #	Description
10.1	Form of Convertible Note Purchase Agreement dated March 15, 2024
10.2	Form of Version 1 Note dated March 15, 2024
10.3	Form of Version 2 Note dated March 15, 2024
10.4	Form of Version 3 Note dated March 15, 2024
10.5	Form of Stock Purchase Agreement dated March 15, 2024

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AXIM BIOTECHNOLOGIES, INC.
Dated: March 21, 2024	By:	/s/  John W. Huemoeller II
		Name: John W. Huemoeller II
		Chief Executive Officer

EX-10.1

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (the “Agreement”) is entered into as of March 15, 2024 (the “Effective Date”) by and between [                  ] (“Purchaser”), and AXIM Biotechnologies, Inc., a Nevada corporation (“Issuer”), with reference to the following facts:

RECITALS

A.Issuer desires to issue a convertible note to Purchaser, face value [     ], a copy of which is attached hereto as Exhibit A (the “Convertible Note”), as full payment for any and all outstanding unpaid compensation, including but not limited to fees for services, salary and/or benefits owed to Purchaser for all periods up to and including the Effective Date (the "Past Due Compensation"); and  

B.Purchaser desires to accept the Convertible Note as payment in full for the Past Due Compensation. 

NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree as follows: 

1.Representations and Warranties. Purchaser is an "accredited investor" (or a corporation or entity not formed for the purpose of investing in Issuer) as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.   

2.Purchase Price. Purchaser shall acquire the Convertible Note in exchange for satisfaction of any and all Past Due Compensation owed and outstanding to Purchaser as of the Effective Date in the amount of [     ] (the “Purchase Price”).  Upon execution of this Agreement and issuance of the Convertible Note, the Purchase Price owed to Issuer and the Past Due Compensation owed to Purchaser shall be deemed satisfied. 

3.Covenants and Representations.  

(a) Issuer covenants that (i) it has received all necessary authorizations and approvals to issue the Convertible Note, and (ii) it shall promptly issue and deliver the Convertible Note in the name of Purchaser following execution of this Agreement.

(b) Purchaser covenants that (i) it has received all necessary authorizations and approvals to acquire the Convertible Note, (ii) that it is aware of the risks associated with acquiring the Convertible Note, and (iii) that by accepting the Convertible Note, Purchaser agrees and acknowledges that the Purchase Price is equal to any and all Past Due Compensation owed and outstanding to Purchaser as of the Effective Date in the amount of  the Purchase Price, which amount shall be satisfied in full upon issuance of the Convertible Note and that Purchaser shall have no other recourse for payment of such Past Due Compensation other than the Convertible Note. 

4.Choice of Law; Venue.  This Agreement will be construed and enforced in accordance with and governed by the laws of the State of California and the federal law of the United States without reference to principles of conflicts of law.  The parties agree that, in the event of any dispute arising out of this Agreement or the transactions contemplated thereby, venue for such dispute shall be in the state or federal courts located in San Diego, California, and that each party hereto waives any objection to such venue based on forum non conveniens. 

1

5.Severability.  Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, such provision(s) shall (i) be modified to the minimum extent necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a part of this Agreement and shall not affect the validity or enforceability of the remaining provisions. 

6.Further Assurances.  Each party shall perform or cause to be performed any further acts and execute and deliver any documents that may be reasonably necessary or advisable to carry out the provisions of this Agreement. 

7.Entire Agreement. This writing constitutes the entire Agreement between the parties in regard to the subject matter herein and replaces and supersedes any previous agreement that may exist. This Agreement can only be modified by a written amendment or modification signed by both parties.  

8.Counterparts/Facsimile Signatures.  This Agreement may be executed in one or more counterparts, each of which when so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.  In lieu of the original, a facsimile transmission or copy of the original shall be as effective and enforceable as the original.   

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the day and year first written above.  

ISSUER:	PURCHASER:
AXIM Biotechnologies, Inc.
a Nevada Corporation
By:  Robert T. Malasek	[        ]
Its:  CFO

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EX-10.2

CONVERTIBLE PROMISSORY NOTE

$[                ] San Diego, California Dated: March 15, 2024

FOR VALUE RECEIVED, the undersigned, Axim Biotechnologies, Inc., a Nevada corporation (“Debtor”), promises to pay to the order of [                            ] (“Holder”) at the address of Holder, or such other place as Holder may designate in writing, the principal amount of [                       ], together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (360) day year and compounded on a yearly basis at a rate equal to Four and One Quarter Percent (4.25%) per annum (the “Interest Rate”). This Convertible Promissory Note (the “Note”), interest shall accrue interest until March 1, 2028 (the “Maturity Date”). 

1.Payment of Principal and Interest.   

(a) One-fourth of the principal amount of this Note, together with all interest accrued upon such one-fourth portion, shall be due and payable on March 1, 2025.

(b) One-fourth of the principal amount of this Note, together with all interest accrued upon such one-fourth portion, shall be due and payable on March 1, 2026.

(c) One-fourth of the principal amount of this Note, together with all interest accrued upon such one-fourth portion, shall be due and payable on March 1, 2027.

(d) The remaining one-fourth of the principal amount of this Note, together with all interest accrued upon such one-fourth portion, shall be due and payable on the Maturity Date of March 1, 2028.

2.         Prepayment. Debtor shall not be permitted to prepay this Note without the express written consent of Holder, which consent Holder may withhold in Holder’s sole and absolute discretion.  

3.Conversion of Note. 

(a)Holder of this Note has the right, subject to the conditions set forth herein, to convert this Note into fully paid and nonassessable shares of Debtor’s common stock ("Common Stock") as follows: 

(i) no conversion of this Note shall be permitted prior to the two-year anniversary of the date of this Note (the "Non-Conversion Period"): and 

(ii) following the Non-Conversion Period the Holder may convert up to one-fourth of the face value of this Note at the Conversion Price, and all interest accrued upon such one-fourth, every year until the entire Note has been converted (the "Annual Conversion Right"). The Annual Conversion Right is not cumulative. The number of shares of Common Stock into which this Note may be converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount being tendered for conversion including interest accrued thereon by the Conversion Price in effect at the time of such conversion.  The initial Conversion Price shall be equal to $0.02. 

(iii) if at any time after the six-month anniversary of this Note, and before the end of the Non-Conversion Period set forth in (ii) above, the Common Stock of Debtor closes at or above $0.20 for 30 consecutive trading days (the "Premium Period"), the Non-Conversion Period shall be accelerated to be deemed ended on the last day of the Premium Period.  

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Notwithstanding the foregoing, Holder shall not be permitted to convert the Note, or portion thereof, if such conversion would result in beneficial ownership by Holder and his affiliates of more than 4.9% of the Debtor’s outstanding Common Stock as of the date of conversion.

(b)If Holder desires to exercise his conversion rights under this Note he may do so by delivering a conversion notice in similar form and substance as the conversion notice attached hereto as “Attachment 1” at the Debtor’s principal corporate office.  

(c)No fractional shares shall be issued upon conversion. The amount of shares to be issued upon conversion shall be rounded to the nearest whole share amount. 

            (d)        As promptly as practicable after the conversion of this Note, the Debtor at its expense will issue and deliver to Holder of this Note a certificate or certificates for the number of shares of Common Stock issuable upon such conversion.

4.Conversion Price Adjustments. 

(a)In case at any time the Common Stock outstanding shall be combined into a lesser number of shares, whether by reclassification or reduction of capital stock, and whether referred to as a “reverse split” or otherwise (a “Share Reduction Event”), then the Conversion Price shall be proportionately increased by multiplying the Conversion Price immediately preceding a Share Reduction Event by the sum of (i) the number of shares of Common Stock outstanding immediately prior to a Share Reduction Event divided by (ii) the number of shares of Common Stock outstanding immediately following such Share Reduction Event. 

(b)  In case at any time any Common Stock shall be issued, or be deemed to have been issued, as a dividend on outstanding Common Stock or shall be issued upon subdivision, reclassification, recapitalization, whether referred to as a “stock split” or otherwise (a “Share Increase Event”), then the Conversion Price shall be proportionately decreased by multiplying the Conversion Price immediately preceding a Share Increase Event by the sum of (i) the number of shares of Common Stock outstanding immediately prior to a Share Increase Event divided by (ii) the number of shares of Common Stock outstanding immediately following such Share Increase Event. 

5.Event of Default.  Each of the following shall constitute an Event of Default under this Note: 

(a) Debtor fails to make any payment when due on this Note. 

(b)Debtor fails to promptly deliver Conversion Shares to Holder following receipt of a valid conversion notice. 

(c)Upon any assignment by Debtor for the benefit of creditors, or filing by or against Debtor of a petition in bankruptcy, or adjudication of Debtor as bankrupt or insolvent, or filing by or against Debtor of any petition or answer seeking for Debtor any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or filing any answer admitting or failing to deny the material allegations of a petition filed against it for any such relief, or seeking or consenting to or acquiescing in the appointment of any trustee, receiver or liquidator of itself or of all or any substantial part of its properties, or its directors or stockholders taking any action looking to its dissolution or liquidation. 

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6.Holder's Rights.  Upon an Event of Default, Holder may declare the entire unpaid principal balance on this Note together with interest on any unpaid balance immediately due, without notice, and then Debtor will pay that amount. 

If any Event of Default occurs, neither the failure of Holder to promptly exercise his right to declare the outstanding principal of and accrued and unpaid interest on this Note to be immediately due and payable, nor the failure of Holder to exercise any other right or remedy that it may have for default, nor the acceptance by Holder of late payments, nor the failure of Holder to demand strict performance of any obligation of Debtor hereunder, shall constitute a waiver of any such rights while such default continues, nor a waiver of such rights in connection with any future default on the part of Debtor. Furthermore, acceptance by Holder of partial payments following due acceleration of the indebtedness evidenced hereby shall not constitute a waiver by Holder of the acceleration of such indebtedness. 

7.Sale, Assignment or Transfer of Note.  The Holder of this Note may not sell, assign, transfer, pledge or hypothecate this Note at any time.  

8.Maximum Rate.  All agreements which either are now or which shall become agreements between Debtor and Holder are expressly limited so that in no contingency or event whatever, whether by reason of deferment or advancement of the indebtedness represented by this Note, acceleration of the maturity date of this Note, or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness evidenced by this Note exceed the maximum amount of interest permissible under applicable law.  If at any time, from any circumstance whatsoever, fulfillment of any provision of this Note or any other agreement between Debtor and Holder shall result in or involve payments or performance which would exceed the maximum legal interest rate, then ipso facto, the obligation to be fulfilled shall be reduced so as not to exceed such maximum legal interest rate. 

9.Waiver.  No delay or omission on the part of any holder hereof in exercising any right or option herein given to such holder shall impair such right or option to be considered as a waiver thereof or acquiescence in any default hereunder.  Debtor hereby waives any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. 

10.Cumulative.  Holder's rights and remedies under this Note and applicable law shall be cumulative and not in the alternative. 

11.Governing Law and Venue.  This Note is and shall be governed by and construed and enforced in accordance with the laws of the State of California without application of conflict of laws principles. Sole and proper venue and jurisdiction for any dispute arising out of or relating to this Note shall be San Diego County Superior Court in San Diego, California.  

12.Successors.  The provisions of this Note shall inure to the benefit of Holder's successors and assigns, and are binding on Debtor's successors. 

13.Time of Essence.  Time is of the essence under this Note. 

14.Severability.  Should any one or more of the provisions of this Note be determined to be illegal or unenforceable, such provision(s) shall (i) be modified to the minimum extent necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a part of this Note and shall not affect the validity or enforceability of the remaining provisions. 

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IN WITNESS WHEREOF the parties have entered into this Convertible Promissory Note as of the date first above written.

DEBTOR:   AXIM Biotechnologies, Inc. a Nevada Corporation     ________________________________________ By:  Robert T. Malasek Its:  CFO HOLDER:           ________________________________________ [                                          ]

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ATTACHMENT 1

CONVERSION NOTICE

Axim Biotechnologies, Inc..                             Date: __________________ 

Attn: Robert T. Malasek, CFO

CONVERSION NOTICE

Holder hereby gives notice to Axim Biotechnologies, Inc., a Nevada corporation (the “Company”), pursuant to that certain Convertible Promissory Note, face value $_____________, dated February __, 2024, made by the Company in favor of Holder (the “Note”), that Holder elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of the Company’s regular common stock as of the date of conversion specified below.  Said conversion shall be based on the Conversion Price set forth below.   

A.Date of conversion: __________________________ 

B.Conversion Amount: _________________________ 

C.Conversion Price: ____________________________  

D.Conversion Shares: ___________________________ (B divided by C) 

E.Remaining Outstanding Balance of Note: $____________________ including interest accrued thereon of $_____________ as of the date of this Conversion Notice. 

Sincerely,

HOLDER'S NAME

By: __________________________

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EX-10.3

CONVERTIBLE PROMISSORY NOTE

$[                ] San Diego, California Dated: March 15, 2024

FOR VALUE RECEIVED, the undersigned, Axim Biotechnologies, Inc., a Nevada corporation (“Debtor”), promises to pay to the order of [       ] (“Holder”), at the address of Holder, or such other place as Holder may designate in writing, the principal amount of [    ], together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (360) day year and compounded on a yearly basis at a rate equal to Four and One Quarter Percent (4.25%) per annum (the “Interest Rate”). 

1.Payment of Principal and Interest.  From the date of this Convertible Promissory Note (the “Note” or), interest shall accrue until March 1, 2034 (the “Maturity Date”) at which time all principal and interest accrued thereon shall be due and payable in United States currency.  

2.         Prepayment. Debtor shall not be permitted to prepay this Note without the express written consent of Holder, which consent Holder may withhold in Holder’s sole and absolute discretion.  

3.Conversion of Note. 

(a)Holder of this Note has the right, subject to the conditions set forth herein, to convert this Note into fully paid and nonassessable shares of Debtor’s common stock ("Common Stock") as follows: 

(i) no conversion of this Note shall be permitted prior to the two-year anniversary of the date of this Note (the "Non-Conversion Period"): and 

(ii) following the Non-Conversion Period the Holder may convert up to one-fourth of the face value of this Note at the Conversion Price, and all interest accrued upon such one-fourth, every year until the entire Note has been converted (the "Annual Conversion Right"). The Annual Conversion Right is not cumulative. The number of shares of Common Stock into which this Note may be converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount being tendered for conversion including interest accrued thereon by the Conversion Price in effect at the time of such conversion.  The initial Conversion Price shall be equal to $0.01. 

(iii) if at any time after the six-month anniversary, and before the end of the Non-Conversion Period set forth in (ii) above, the Common Stock of Debtor closes at or above $0.20 for 30 consecutive trading days (the "Premium Period"), the Non-Conversion Period shall be accelerated to be deemed ended on the last day of the Premium Period.  

Notwithstanding the foregoing, Holder shall not be permitted to convert the Note, or portion thereof, if such conversion would result in beneficial ownership by Holder and his affiliates of more than 4.9% of the Debtor’s outstanding Common Stock as of the date of conversion.

(b)If Holder desires to exercise his conversion rights under this Note he may do so by delivering a conversion notice in similar form and substance as the conversion notice attached hereto as “Attachment 1” at the Debtor’s principal corporate office.  

(c)No fractional shares shall be issued upon conversion. The amount of shares to be issued upon conversion shall be rounded to the nearest whole share amount. 

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            (d)        As promptly as practicable after the conversion of this Note, the Debtor at its expense will issue and deliver to Holder of this Note a certificate or certificates for the number of shares of Common Stock issuable upon such conversion.

4.Conversion Price Adjustments. 

(a)In case at any time the Common Stock outstanding shall be combined into a lesser number of shares, whether by reclassification or reduction of capital stock, and whether referred to as a “reverse split” or otherwise (a “Share Reduction Event”), then the Conversion Price shall be proportionately increased by multiplying the Conversion Price immediately preceding a Share Reduction Event by the sum of (i) the number of shares of Common Stock outstanding immediately prior to a Share Reduction Event divided by (ii) the number of shares of Common Stock outstanding immediately following such Share Reduction Event. 

(b)  In case at any time any Common Stock shall be issued, or be deemed to have been issued, as a dividend on outstanding Common Stock or shall be issued upon subdivision, reclassification, recapitalization, whether referred to as a “stock split” or otherwise (a “Share Increase Event”), then the Conversion Price shall be proportionately decreased by multiplying the Conversion Price immediately preceding a Share Increase Event by the sum of (i) the number of shares of Common Stock outstanding immediately prior to a Share Increase Event divided by (ii) the number of shares of Common Stock outstanding immediately following such Share Increase Event. 

5.Event of Default.  Each of the following shall constitute an Event of Default under this Note: 

(a) Debtor fails to make any payment when due on this Note. 

(b)Debtor fails to promptly deliver Conversion Shares to Holder following receipt of a valid conversion notice. 

(c)Upon any assignment by Debtor for the benefit of creditors, or filing by or against Debtor of a petition in bankruptcy, or adjudication of Debtor as bankrupt or insolvent, or filing by or against Debtor of any petition or answer seeking for Debtor any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or filing any answer admitting or failing to deny the material allegations of a petition filed against it for any such relief, or seeking or consenting to or acquiescing in the appointment of any trustee, receiver or liquidator of itself or of all or any substantial part of its properties, or its directors or stockholders taking any action looking to its dissolution or liquidation. 

6.Holder's Rights.  Upon an Event of Default, Holder may declare the entire unpaid principal balance on this Note together with interest on any unpaid balance immediately due, without notice, and then Debtor will pay that amount. 

If any Event of Default occurs, neither the failure of Holder to promptly exercise his right to declare the outstanding principal of and accrued and unpaid interest on this Note to be immediately due and payable, nor the failure of Holder to exercise any other right or remedy that it may have for default, nor the acceptance by Holder of late payments, nor the failure of Holder to demand strict performance of any obligation of Debtor hereunder, shall constitute a waiver of any such rights while such default continues, nor a waiver of such rights in connection with any future default on the part of Debtor.  

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Furthermore, acceptance by Holder of partial payments following due acceleration of the indebtedness evidenced hereby shall not constitute a waiver by Holder of the acceleration of such indebtedness.  

7.Sale, Assignment or Transfer of Note.  The Holder of this Note may not sell, assign, transfer, pledge or hypothecate this Note at any time.  

8.Maximum Rate.  All agreements which either are now or which shall become agreements between Debtor and Holder are expressly limited so that in no contingency or event whatever, whether by reason of deferment or advancement of the indebtedness represented by this Note, acceleration of the maturity date of this Note, or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness evidenced by this Note exceed the maximum amount of interest permissible under applicable law.  If at any time, from any circumstance whatsoever, fulfillment of any provision of this Note or any other agreement between Debtor and Holder shall result in or involve payments or performance which would exceed the maximum legal interest rate, then ipso facto, the obligation to be fulfilled shall be reduced so as not to exceed such maximum legal interest rate. 

9.Waiver.  No delay or omission on the part of any holder hereof in exercising any right or option herein given to such holder shall impair such right or option to be considered as a waiver thereof or acquiescence in any default hereunder.  Debtor hereby waives any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. 

10.Cumulative.  Holder's rights and remedies under this Note and applicable law shall be cumulative and not in the alternative. 

11.Governing Law and Venue.  This Note is and shall be governed by and construed and enforced in accordance with the laws of the State of California without application of conflict of laws principles. Sole and proper venue and jurisdiction for any dispute arising out of or relating to this Note shall be San Diego County Superior Court in San Diego, California.  

12.Successors.  The provisions of this Note shall inure to the benefit of Holder's successors and assigns, and are binding on Debtor's successors. 

13.Time of Essence.  Time is of the essence under this Note. 

14.Severability.  Should any one or more of the provisions of this Note be determined to be illegal or unenforceable, such provision(s) shall (i) be modified to the minimum extent necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a part of this Note and shall not affect the validity or enforceability of the remaining provisions. 

[Remainder of Page Intentionally Left Blank]

[Signature Page Follows]

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IN WITNESS WHEREOF the parties have entered into this Convertible Promissory Note as of the date first above written.

DEBTOR:   AXIM Biotechnologies, Inc. a Nevada Corporation     ________________________________________ By:  Robert T. Malasek Its:  CFO HOLDER:           ________________________________________ [                           ]

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                                                               ATTACHMENT 1

                                                           CONVERSION NOTICE

Axim Biotechnologies, Inc..                             Date: __________________ 

Attn: Robert T. Malasek, CFO

CONVERSION NOTICE

Holder hereby gives notice to Axim Biotechnologies, Inc., a Nevada corporation (the “Company”), pursuant to that certain Convertible Promissory Note, face value $_____________, dated February __, 2024, made by the Company in favor of Holder (the “Note”), that Holder elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of the Company’s regular common stock as of the date of conversion specified below.  Said conversion shall be based on the Conversion Price set forth below.   

A.Date of conversion: __________________________ 

B.Conversion Amount: _________________________ 

C.Conversion Price: ____________________________  

D.Conversion Shares: ___________________________ (B divided by C) 

E.Remaining Outstanding Balance of Note: $____________________ including interest accrued thereon of $_____________ as of the date of this Conversion Notice. 

Sincerely,

HOLDER'S NAME

By: __________________________

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EX-10.4

CONVERTIBLE PROMISSORY NOTE

$[                ] San Diego, California Dated: March 15, 2024

FOR VALUE RECEIVED, the undersigned, Axim Biotechnologies, Inc., a Nevada corporation (“Debtor”), promises to pay to the order of [       ] (“Holder”), at the address of Holder, or such other place as Holder may designate in writing, the principal amount of [    ], together with interest on the unpaid principal balance from time to time outstanding, computed on the basis of a three hundred sixty (360) day year and compounded on a yearly basis at a rate equal to Four and One Quarter Percent (4.25%) per annum (the “Interest Rate”). 

1.Payment of Principal and Interest.  From the date of this Convertible Promissory Note (the “Note” or), interest shall accrue until March 1, 2034 (the “Maturity Date”) at which time all principal and interest accrued thereon shall be due and payable in United States currency.  

2.         Prepayment. Debtor shall not be permitted to prepay this Note without the express written consent of Holder, which consent Holder may withhold in Holder’s sole and absolute discretion.  

3.Conversion of Note. 

(a)Holder of this Note has the right, subject to the conditions set forth herein, to convert this Note into fully paid and nonassessable shares of Debtor’s common stock ("Common Stock") as follows: 

(i) no conversion of this Note shall be permitted prior to the two-year anniversary of the date of this Note (the "Non-Conversion Period"): and 

(ii) following the Non-Conversion Period the Holder may convert up to one-fourth of the face value of this Note at the Conversion Price, and all interest accrued upon such one-fourth, every year until the entire Note has been converted (the "Annual Conversion Right"). The Annual Conversion Right is not cumulative. The number of shares of Common Stock into which this Note may be converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount being tendered for conversion including interest accrued thereon by the Conversion Price in effect at the time of such conversion.  The initial Conversion Price shall be equal to $0.02. 

(iii) if at any time after the six-month anniversary, and before the end of the Non-Conversion Period set forth in (ii) above, the Common Stock of Debtor closes at or above $0.20 for 30 consecutive trading days (the "Premium Period"), the Non-Conversion Period shall be accelerated to be deemed ended on the last day of the Premium Period.  

Notwithstanding the foregoing, Holder shall not be permitted to convert the Note, or portion thereof, if such conversion would result in beneficial ownership by Holder and his affiliates of more than 4.9% of the Debtor’s outstanding Common Stock as of the date of conversion.

(b)If Holder desires to exercise his conversion rights under this Note he may do so by delivering a conversion notice in similar form and substance as the conversion notice attached hereto as “Attachment 1” at the Debtor’s principal corporate office.  

(c)No fractional shares shall be issued upon conversion. The amount of shares to be issued upon conversion shall be rounded to the nearest whole share amount. 

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            (d)        As promptly as practicable after the conversion of this Note, the Debtor at its expense will issue and deliver to Holder of this Note a certificate or certificates for the number of shares of Common Stock issuable upon such conversion.

4.Conversion Price Adjustments. 

(a)In case at any time the Common Stock outstanding shall be combined into a lesser number of shares, whether by reclassification or reduction of capital stock, and whether referred to as a “reverse split” or otherwise (a “Share Reduction Event”), then the Conversion Price shall be proportionately increased by multiplying the Conversion Price immediately preceding a Share Reduction Event by the sum of (i) the number of shares of Common Stock outstanding immediately prior to a Share Reduction Event divided by (ii) the number of shares of Common Stock outstanding immediately following such Share Reduction Event. 

(b)  In case at any time any Common Stock shall be issued, or be deemed to have been issued, as a dividend on outstanding Common Stock or shall be issued upon subdivision, reclassification, recapitalization, whether referred to as a “stock split” or otherwise (a “Share Increase Event”), then the Conversion Price shall be proportionately decreased by multiplying the Conversion Price immediately preceding a Share Increase Event by the sum of (i) the number of shares of Common Stock outstanding immediately prior to a Share Increase Event divided by (ii) the number of shares of Common Stock outstanding immediately following such Share Increase Event. 

5.Event of Default.  Each of the following shall constitute an Event of Default under this Note: 

(a) Debtor fails to make any payment when due on this Note. 

(b)Debtor fails to promptly deliver Conversion Shares to Holder following receipt of a valid conversion notice. 

(c)Upon any assignment by Debtor for the benefit of creditors, or filing by or against Debtor of a petition in bankruptcy, or adjudication of Debtor as bankrupt or insolvent, or filing by or against Debtor of any petition or answer seeking for Debtor any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or filing any answer admitting or failing to deny the material allegations of a petition filed against it for any such relief, or seeking or consenting to or acquiescing in the appointment of any trustee, receiver or liquidator of itself or of all or any substantial part of its properties, or its directors or stockholders taking any action looking to its dissolution or liquidation. 

6.Holder's Rights.  Upon an Event of Default, Holder may declare the entire unpaid principal balance on this Note together with interest on any unpaid balance immediately due, without notice, and then Debtor will pay that amount. 

If any Event of Default occurs, neither the failure of Holder to promptly exercise his right to declare the outstanding principal of and accrued and unpaid interest on this Note to be immediately due and payable, nor the failure of Holder to exercise any other right or remedy that it may have for default, nor the acceptance by Holder of late payments, nor the failure of Holder to demand strict performance of any obligation of Debtor hereunder, shall constitute a waiver of any such rights while such default continues, nor a waiver of such rights in connection with any future default on the part of Debtor.  

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Furthermore, acceptance by Holder of partial payments following due acceleration of the indebtedness evidenced hereby shall not constitute a waiver by Holder of the acceleration of such indebtedness.  

7.Sale, Assignment or Transfer of Note.  The Holder of this Note may not sell, assign, transfer, pledge or hypothecate this Note at any time.  

8.Maximum Rate.  All agreements which either are now or which shall become agreements between Debtor and Holder are expressly limited so that in no contingency or event whatever, whether by reason of deferment or advancement of the indebtedness represented by this Note, acceleration of the maturity date of this Note, or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the indebtedness evidenced by this Note exceed the maximum amount of interest permissible under applicable law.  If at any time, from any circumstance whatsoever, fulfillment of any provision of this Note or any other agreement between Debtor and Holder shall result in or involve payments or performance which would exceed the maximum legal interest rate, then ipso facto, the obligation to be fulfilled shall be reduced so as not to exceed such maximum legal interest rate. 

9.Waiver.  No delay or omission on the part of any holder hereof in exercising any right or option herein given to such holder shall impair such right or option to be considered as a waiver thereof or acquiescence in any default hereunder.  Debtor hereby waives any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. 

10.Cumulative.  Holder's rights and remedies under this Note and applicable law shall be cumulative and not in the alternative. 

11.Governing Law and Venue.  This Note is and shall be governed by and construed and enforced in accordance with the laws of the State of California without application of conflict of laws principles. Sole and proper venue and jurisdiction for any dispute arising out of or relating to this Note shall be San Diego County Superior Court in San Diego, California.  

12.Successors.  The provisions of this Note shall inure to the benefit of Holder's successors and assigns, and are binding on Debtor's successors. 

13.Time of Essence.  Time is of the essence under this Note. 

14.Severability.  Should any one or more of the provisions of this Note be determined to be illegal or unenforceable, such provision(s) shall (i) be modified to the minimum extent necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a part of this Note and shall not affect the validity or enforceability of the remaining provisions. 

[Remainder of Page Intentionally Left Blank]

[Signature Page Follows]

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IN WITNESS WHEREOF the parties have entered into this Convertible Promissory Note as of the date first above written.

DEBTOR:   AXIM Biotechnologies, Inc. a Nevada Corporation     ________________________________________ By:  Robert T. Malasek Its:  CFO HOLDER:           ________________________________________ [                           ]

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ATTACHMENT 1

CONVERSION NOTICE

Axim Biotechnologies, Inc..                             Date: __________________ 

Attn: Robert T. Malasek, CFO

CONVERSION NOTICE

Holder hereby gives notice to Axim Biotechnologies, Inc., a Nevada corporation (the “Company”), pursuant to that certain Convertible Promissory Note, face value $_____________, dated February __, 2024, made by the Company in favor of Holder (the “Note”), that Holder elects to convert the portion of the Note balance set forth below into fully paid and non-assessable shares of the Company’s regular common stock as of the date of conversion specified below.  Said conversion shall be based on the Conversion Price set forth below.   

A.Date of conversion: __________________________ 

B.Conversion Amount: _________________________ 

C.Conversion Price: ____________________________  

D.Conversion Shares: ___________________________ (B divided by C) 

E.Remaining Outstanding Balance of Note: $____________________ including interest accrued thereon of $_____________ as of the date of this Conversion Notice. 

Sincerely,

HOLDER'S NAME

By: __________________________

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EX-10.5

SECURITIES PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is entered into as of March 15, 2024 (the “Effective Date”) by and between [       ] (“Purchaser”), and AXIM Biotechnologies, Inc., a Nevada corporation (“Issuer”), with reference to the following facts:

RECITALS

A.Issuer desires to issue to Purchaser [     ] restricted shares of AXIM Biotechnologies, Inc. common stock (the “Stock”) as full payment for any and all outstanding unpaid compensation, including but not limited to fees for services, salary and/or benefits owed to Purchaser for all periods up to and including the Effective Date (the "Past Due Compensation"); and  

B.Purchaser desires to accept the Stock as payment in full for any and all Past Due Compensation owed to Purchaser. 

NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree as follows: 

1.Representations and Warranties. Purchaser is an "accredited investor" (or a corporation or entity not formed for the purpose of investing in Issuer) as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.   

2.Purchase Price and Satisfaction of Money Owed. Purchaser shall acquire the Stock in exchange for cancellation of [     ] (the “Purchase Price”) owed by Issuer to Purchaser for Past Due Compensation owed and outstanding to Purchaser as of the Effective Date. Upon execution of this Agreement and issuance of the Stock, the Purchaser agrees that any and all Past Due Compensation owed to Purchaser shall be deemed satisfied. 

3.Covenants and Representations.  

(a) Issuer covenants that (i) it has received all necessary authorizations and approvals to issue the Stock, and (ii) it shall promptly issue and deliver the Stock in the name of Purchaser following execution of this Agreement.

(b) Purchaser covenants that (i) it has received all necessary authorizations and approvals to acquire the Stock, (ii) that it is aware of the risks associated with acquiring the Stock, and (iii) that by accepting the Stock, Purchaser agrees and acknowledges that the Purchase Price is equal to any and all Past Due Compensation owed and outstanding to Purchaser as of the Effective Date in the amount of  the Purchase Price, which amount shall be satisfied in full upon issuance of the Stock and that Purchaser shall have no other recourse for payment of such Past Due Compensation other than the Stock. 

4.Choice of Law; Venue.  This Agreement will be construed and enforced in accordance with and governed by the laws of the State of California and the federal law of the United States without reference to principles of conflicts of law.  The parties agree that, in the event of any dispute arising out of this Agreement or the transactions contemplated thereby, venue for such dispute shall be in the state or federal courts located in San Diego, California, and that each party hereto waives any objection to such venue based on forum non conveniens. 

__________________________

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5.Severability.  Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, such provision(s) shall (i) be modified to the minimum extent necessary to render it valid and enforceable, or (ii) if it cannot be so modified, be deemed not to be a part of this Agreement and shall not affect the validity or enforceability of the remaining provisions. 

6.Further Assurances.  Each party shall perform or cause to be performed any further acts and execute and deliver any documents that may be reasonably necessary or advisable to carry out the provisions of this Agreement. 

7.Entire Agreement. This writing constitutes the entire Agreement between the parties in regard to the subject matter herein and replaces and supersedes any previous agreement that may exist. This Agreement can only be modified by a written amendment or modification signed by both parties.  

8.Counterparts/Facsimile Signatures.  This Agreement may be executed in one or more counterparts, each of which when so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.  In lieu of the original, a facsimile transmission or copy of the original shall be as effective and enforceable as the original.   

IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement as of the day and year first written above.  

ISSUER:   AXIM Biotechnologies, Inc. a Nevada Corporation     ________________________________________ By:  Robert T. Malasek Its:  CFO PURCHASER:           ________________________________________ [      ]

__________________________

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XML

Document and Entity Information	Mar. 15, 2024
Details
Registrant CIK	0001514946
Registrant Name	AXIM BIOTECHNOLOGIES, INC.
SEC Form	8-K
Period End date	Mar. 15, 2024
Tax Identification Number (TIN)	27-4092986
Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV
Entity File Number	000-54296
Entity Address, Address Line One	6191 Cornerstone Court, E.
Entity Address, Address Line Two	Suite 114
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	923-4422
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false