Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 14, 2020 | Jun. 30, 2019 | |
Details | |||
Registrant CIK | 0001514946 | ||
Fiscal Year End | --12-31 | ||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 000-54296 | ||
Entity Registrant Name | AXIM Biotechnologies, Inc. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 27-4029386 | ||
Entity Address, Address Line One | 45 Rockefeller Plaza | ||
Entity Address, Address Line Two | 20th Floor, Suite 83 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10111 | ||
Entity Address, Address Description | Address of principal executive offices | ||
Phone Fax Number Description | Registrant’s telephone number, including area code | ||
City Area Code | 212 | ||
Local Phone Number | 332-1677 | ||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,215,518 | ||
Entity Common Stock, Shares Outstanding | 128,438,640 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Current assets: | |||
Cash | $ 511,630 | $ 1,805,627 | |
Accounts receivable | 315,843 | 0 | |
Inventory | 487,814 | 9,797 | |
Prepaid expenses | 77,606 | 52,105 | |
Loan receivable | 5,000 | 5,000 | |
Marketable securities | 213,745 | 150,000 | |
Investment in Joint Venture | 27,490 | 0 | |
Total current assets | 1,639,128 | 2,022,529 | |
Property, Plant and Equipment, Net | 2,237 | 5,593 | |
Other Assets: | |||
Acquired intangible asset - intellectual property licensing agreement, net | 50,534 | 53,692 | |
Security deposits | 0 | 7,440 | |
Total other assets | 50,534 | 61,132 | |
TOTAL ASSETS | 1,691,899 | 2,089,254 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 774,781 | 217,728 | |
Due to shareholder | 5,000 | 412,500 | |
Due to first insurance funding | 42,121 | 23,280 | |
Due to related party | 1,526,603 | 1,649,832 | |
Promissory note - related party (including accrued interest of $166,926 and $140,526 respectively) | 1,046,926 | 1,020,526 | |
Total current liabilities | 3,395,431 | 3,323,866 | |
Long-term liabilities: | |||
Total long-term liabilities | 5,056,865 | 4,847,207 | |
TOTAL LIABILITIES | 8,452,296 | 8,171,073 | |
STOCKHOLDERS' DEFICIT | |||
Common Stock, Value, Issued | 6,485 | 5,958 | |
Additional paid in capital | 28,623,060 | 22,863,608 | |
Common stock, to be issued | 50,000 | 41,000 | |
Accumulated deficit | (35,440,042) | (28,992,485) | |
TOTAL STOCKHOLDERS' DEFICIT | (6,760,397) | (6,081,819) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 1,691,899 | 2,089,254 | |
Series B Convertible Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred Stock, Value, Issued | 50 | 50 | |
Series C Convertible Preferred Stock | |||
STOCKHOLDERS' DEFICIT | |||
Preferred Stock, Value, Issued | 50 | 50 | |
Convertible note payable | |||
Long-term liabilities: | |||
Convertible note payable (including accrued interest of $267,119 and $132,733 respectively) net of unamortized debt discount of $739,732 and $815,004, respectively (see note 11) | [1] | $ 5,056,865 | $ 4,847,207 |
[1] | See Note 11. |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 14,543 | $ 11,187 | |
Preferred Stock, Shares Issued | 300,000,000 | ||
Preferred Stock, Shares Outstanding | 300,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 64,854,539 | 59,582,890 | |
Common Stock, Shares, Outstanding | 64,854,539 | 59,582,890 | |
Preferred Stock | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Series B Convertible Preferred Stock | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 500,000 | 500,000 | |
Preferred Stock, Shares Issued | 500,000 | 500,000 | |
Preferred Stock, Shares Outstanding | 500,000 | 500,000 | |
Series C Convertible Preferred Stock | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 500,000 | 500,000 | |
Preferred Stock, Shares Issued | 500,000 | 500,000 | |
Preferred Stock, Shares Outstanding | 500,000 | 500,000 | |
Promissory note - related party | |||
Interest Payable, Current | $ 166,926 | $ 140,526 | |
Convertible note payable | |||
Interest Payable, Current | [1] | 267,119 | 132,733 |
Debt Instrument, Unamortized Discount | [1] | $ 739,732 | $ 815,004 |
[1] | See Note 11. |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Revenues | $ 799,483 | $ 195,614 |
Cost of goods sold | 575,694 | 8,511 |
Gross profit | 223,789 | 187,103 |
Research and development expenses | 2,452,506 | 2,056,175 |
Selling, general and administrative | 4,273,598 | 3,163,715 |
Depreciation | 3,356 | 3,356 |
Total operating expenses | 6,729,460 | 5,223,246 |
Loss from operations | (6,505,671) | (5,036,143) |
Other (income) expenses: | ||
Unrealized gain on marketable securities | (113,748) | 0 |
Realized gain on marketable securities | (268,274) | 0 |
Amortization of debt discount | 75,272 | 1,122,903 |
Loss on extinguishment of debt | 0 | 139,537 |
Interest expense | 248,636 | 456,063 |
Total other (income) expenses | (58,114) | 1,718,503 |
Loss before provision of income tax | (6,447,557) | (6,754,646) |
Provision for income tax | 0 | 0 |
Net Income (Loss) Attributable to Parent | (6,447,557) | (6,754,646) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (6,447,557) | $ (6,754,646) |
Loss per common share - basic and diluted | $ (0.10) | $ (0.12) |
Weighted average common shares outstanding - basic and diluted | 61,947,333 | 57,283,687 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Deficit - USD ($) | Preferred Stock | Series A Convertible Preferred stock | Series B Convertible Preferred Stock | Series C Convertible Preferred Stock | Common Stock | Common stock to be issued | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Dec. 31, 2017 | $ 0 | $ 0 | $ 50 | $ 50 | $ 5,457 | $ 24,000 | $ 15,923,789 | $ (22,237,839) | $ (6,284,493) |
Shares Outstanding, Starting at Dec. 31, 2017 | 0 | 0 | 500,000 | 500,000 | 54,564,441 | ||||
Common stock issued against common stock to be issued | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (15,000) | 15,000 | 0 | 0 |
Stock Issued During Period, Shares, New Issues | 0 | 0 | 0 | 0 | 2,179 | ||||
Common shares issued in redemption of note | $ 0 | $ 0 | $ 0 | $ 0 | $ 193 | 0 | 403,289 | 0 | 403,482 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 0 | 0 | 0 | 0 | 1,925,830 | ||||
Common shares issued in redemption of Atlas note | $ 0 | $ 0 | $ 0 | $ 0 | $ 35 | 0 | 725,878 | 0 | 725,913 |
Common shares issued in redemption of Atlas note, shares | 0 | 0 | 0 | 0 | 348,662 | ||||
Common stock issued against exchange of debt | $ 0 | $ 0 | $ 0 | $ 0 | $ 40 | 0 | 356,460 | 0 | 356,500 |
Common stock issued against exchange of debt, shares | 0 | 0 | 0 | 0 | 400,000 | ||||
Common stock issued for consulting services | $ 0 | $ 0 | $ 0 | $ 0 | $ 19 | 0 | 854,321 | 0 | 854,340 |
Stock Issued During Period, Shares, Issued for Services | 0 | 0 | 0 | 0 | 192,000 | ||||
Common stock to be issued for consulting services | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 32,000 | 0 | 0 | 32,000 |
Stock Issued During Period, Shares, Purchase of Assets | 0 | 0 | 0 | 0 | 0 | ||||
Gain on settlement of liabilities transferred to capital | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 25,000 | 0 | 25,000 |
Gain on debt extinguishment transferred to capital | 0 | 0 | 0 | 0 | 0 | 0 | 191,003 | 0 | 191,003 |
Common stock issued under registration statement on Form S-3 | $ 0 | $ 0 | $ 0 | $ 0 | $ 194 | 0 | 3,768,888 | 0 | 3,769,082 |
Common stock issued under registration statement on Form S-3, shares | 0 | 0 | 0 | 0 | 1,945,000 | ||||
Common stock issued per stock purchase agreement | $ 0 | $ 0 | $ 0 | $ 0 | $ 20 | 0 | 599,980 | 0 | 600,000 |
Common stock issued per stock purchase agreement, shares | 0 | 0 | 0 | 0 | 204,778 | ||||
Net Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (6,754,646) | (6,754,646) |
Shares Outstanding, Ending at Dec. 31, 2018 | 0 | 0 | 500,000 | 500,000 | 59,582,890 | ||||
Equity Balance, Ending at Dec. 31, 2018 | $ 0 | $ 0 | $ 50 | $ 50 | $ 5,958 | 41,000 | 22,863,608 | (28,992,485) | (6,081,819) |
Common stock issued against common stock to be issued | $ 0 | $ 0 | $ 0 | $ 0 | $ 500 | 0 | 3,413,875 | 0 | 3,414,375 |
Stock Issued During Period, Shares, New Issues | 0 | 0 | 0 | 500 | 5,006,405 | ||||
Common stock issued per stock purchase agreement | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 50,000 | 0 | 0 | 50,000 |
Common stock issued per stock purchase agreement, shares | 0 | 0 | 0 | 0 | 0 | ||||
Common stock to be issued for consultancy services, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 3 | (41,000) | 55,997 | 0 | 15,000 |
Common stock to be issued for consultancy services, Shares | 0 | 0 | 0 | 0 | 25,723 | ||||
Common stock issued against CS subscription received in PY, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 24 | 0 | 399,976 | 0 | 400,000 |
Common stock issued against CS subscription received in PY, Shares | 0 | 0 | 0 | 0 | 239,521 | ||||
Fair value of stock options, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 1,820,000 | 0 | 1,820,000 |
Fair value of stock options, Shares | 0 | 0 | 0 | 0 | 0 | ||||
Imputed interest on interest free loan from related party advances, Value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 69,604 | 0 | 69,604 |
Imputed interest on interest free loan from related party advances, Shares | 0 | 0 | 0 | 0 | 0 | ||||
Net Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (6,447,557) | (6,447,557) |
Shares Outstanding, Ending at Dec. 31, 2019 | 0 | 0 | 500,000 | 500,000 | 64,854,539 | ||||
Equity Balance, Ending at Dec. 31, 2019 | $ 0 | $ 0 | $ 50 | $ 50 | $ 6,485 | $ 50,000 | $ 28,623,060 | $ (35,440,042) | $ (6,760,397) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,447,557) | $ (6,754,646) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Depreciation | 3,356 | 3,356 |
Stock based compensation | 1,835,000 | 911,340 |
Amortization of prepaid insurance | 111,929 | 91,207 |
Amortization of debt discount | 75,272 | 1,122,902 |
Amortization of intangible assets | 3,158 | 9,475 |
Unrealized gain on marketable securities | (113,748) | 0 |
Realized gain on marketable securities | (268,274) | 0 |
Imputed interest on interest free loan from related party advances | 69,604 | 0 |
Loss on extinguishment of debt | 0 | 139,537 |
Non-cash revenue | (57,400) | (150,000) |
Changes in operating assets & liabilities: | ||
Increase in accounts receivable | (315,843) | 0 |
Increase in prepaid expenses | (9,872) | 0 |
Increase in prepaid insurance | (127,558) | (101,439) |
Increase in Inventory | (478,017) | (1,032) |
Increase in due to First Insurance Funding | 18,841 | 370 |
Increase (decrease) in accounts payable and accrued expenses | 673,527 | (116,339) |
Decrease in security deposits | 7,440 | 0 |
Net cash used in operating activities | (5,020,142) | (4,845,269) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||
Investment in Joint Venture | (27,490) | 0 |
Proceeds from Sale of Marketable Securities | 375,677 | 0 |
Net cash provided by Investing activities | 348,187 | 0 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from due to shareholders | 0 | 407,500 |
Repayment of convertible notes | (7,500) | (1,965,610) |
Repayment of related party loans | (78,917) | 0 |
Proceeds from convertible notes | 0 | 1,782,079 |
Common stock issued under registration statement on Form S-3 | 2,514,375 | 3,769,084 |
Common stock issued per stock purchase agreement | 900,000 | 600,000 |
Proceeds from common stock to be issued per stock purchase agreement | 50,000 | 0 |
Net cash provided by financing activities | 3,377,958 | 4,593,053 |
Net decrease in cash and cash equivalents | (1,293,997) | (252,216) |
Cash and cash equivalents at beginning of period | 1,805,627 | 2,057,843 |
Cash and cash equivalents at end of period | 511,630 | 1,805,627 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 60,278 | 456,063 |
Income taxes - net of tax refund | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Common stock issued against common stock to be issued | 56,000 | 15,000 |
Common stock issued against conversion of debt and interest | 0 | 989,857 |
Common stock issued against CS subscription | 400,000 | 0 |
Common stock issued against exchange of debt | 0 | 356,500 |
Balance on extinguishment of debt - related party | $ 0 | $ 191,003 |
NOTE 1_ ORGANIZATION
NOTE 1: ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 1: ORGANIZATION | NOTE 1: ORGANIZATION The Company was originally incorporated in Nevada on November 18, 2010, as Axim International Inc. On July 24, 2014, the Company changed its name to AXIM Biotechnologies, Inc. to better reflect its business operations. The CompanyÂ’s principal executive office is located at 45 Rockefeller Plaza 20th Floor, Suite 83, New York, NY 10111. On August 7, 2014, the Company formed a wholly owned Nevada subsidiary named Axim Holdings, Inc. This subsidiary will be used to help facilitate the anticipated activities planned by the Company. On May 11, 2015 the Company acquired a 100% interest in CanChew License Company a Nevada incorporated licensing Company, through the exchange of 5,826,706 shares of its common stock. In October 2017 the company formed a wholly owned subsidiary in the Netherlands for purposes of holding pharmaceutical licenses as required by the Netherlands regulations and laws. On October 16, 2018, the Company formed a wholly owned disregarded entity Marina Street, LLC as part of improvement of internal control over cash management and bank activities. |
NOTE 2_ BASIS OF PRESENTATION
NOTE 2: BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 2: BASIS OF PRESENTATION | NOTE 2: BASIS OF PRESENTATION: The consolidated financial statements of AXIM Biotechnologies, Inc. (formerly Axim International, Inc.) |
NOTE 3_ GOING CONCERN
NOTE 3: GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 3: GOING CONCERN | NOTE 3: GOING CONCERN The CompanyÂ’s consolidated financial statements have been presented assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company has negative working capital of $1,756,303 and has an accumulated deficit of $35,440,042 has cash used in operating activities of continuing operations $5,020,142. The Company extinguished its old debt and entered in debt exchange agreement. On April 16, 2018, the Company entered into a Stock Purchase Agreement and sold 1,945,000 shares of our common stock registered under the Registration Statement on Form S-3 declared effective by the Securities and Exchange Commission on September 14, 2017. On March 11, 2019 the company issued shares in accordance with an SPA dated August 1, 2018 which the amount reduced due to shareholder by $400,000. During the year ended December 31, 2019, the Company raised additional capital of $3,414,375 through Stock Purchase Agreements. This capital provides funds for research, development, and ongoing operations. The Company intends to raise substantial additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. That will raise a doubt about the ability of the Company to continue as a going concern. The consolidated |
NOTE 4_ SIGNIFICANT ACCOUNTING
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES | NOTE 4: SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, useful life of intangible assets and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2019, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at December 31, 2019. The Company has never experienced any losses related to these balances. Accounts Receivable It is the Company's policy to review accounts receivable at least on a monthly basis for collectibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. We do not have geographic concentration of customers. Concentrations At December 31, 2019, two customers accounted for 100% of accounts receivable. For the year ended December 31, 2019, two customers accounted for 77% of total revenue. For the year ended December 31, 2018 two customers accounted for 95% of total revenue. Inventory Inventory consists of finished goods available for sale and raw materials owned by the Company and are stated at the lower of cost or market. As of December 31, 2019 and 2018, the Company had $175,304 and $4,922 of finished goods and $312,511 and $4,875 of raw material, respectively. Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. For the year ended December 31, 2019 and 2018 the Company recorded $3,356 and $3,356, respectively, of depreciation expense. Intangible Assets As required by generally accepted accounting principles, trademarks and patents are not amortized since they have an indefinite life. Instead, they are tested annually for impairment. In the year ended December 31, 2019, company recorded $3,158 of impairment loss. Intangible assets as of December 31, 2019 and 2018 amounted to $50,534 and $53,692, respectively Revenue Recognition On January 1, 2018 the Company adopted guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. Previous practices were broadly consistent with this approach, and the company determined the amount of revenue based on the amount customer paid or promised to pay. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from operations recognized for the year ended December 31, 2019 and 2018 amounted to $799,483 and $195,614, respectively. Principles of Consolidation The consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Can Chew License Company, and Marina Street LLC as of December 31, 2019 and 2018. All significant intercompany transactions and balances have been eliminated in consolidation. Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2019, which consist of convertible instruments and rights to shares of the Company’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirement of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The provisions of ASC 820-10 only apply to the Company’s investment securities, which are carried at fair value. ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Fair Value Hierarchy Inputs to Fair Value Methodology Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information Level 3 Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment The Company categorizes a financial instrument in the fair value hierarchy based on the lowest level of input that is significant to its fair value measurement. As of December 31, 2019 Quoted Market Prices in Active Markets (Level 1) Internal Models with Significant Observable Market Parameters (Level 2) Internal Models with Significant Unobservable Market Parameters (Level 3) Total Fair Value Reported in Financial Statements Marketable Securities $213,745 $- $- $213,745 As of December 31, 2018 Quoted Market Prices in Active Markets (Level 1) Internal Models with Significant Observable Market Parameters (Level 2) Internal Models with Significant Unobservable Market Parameters (Level 3) Total Fair Value Reported in Financial Statements Marketable Securities $150,000 $- $- $150,000 On December 31, 2019 the stock price was A$ 0.062 per share as quoted on asx.com.au and exchange rate of $0.7 AUD/USD as quoted on oanda.com and had FMV $213,745. The change to the FMV in marketable security for this period resulted in realized and unrealized gain of $268,274 and $113,748 respectively. These securities are classified as trading. The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2019, except for its convertible notes payable and derivative liability. The carrying amounts of these liabilities at December 31, 2019 approximate their respective fair value based on the Company’s incremental borrowing rate. Cash is as of December 31, 2019 and 2018 is classified as Level 1 within our fair value hierarchy. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. Income Taxes The Company follows Section 740-10, Income tax (“ASC 740-10”) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. The Company does not have accounts receivable and allowance for doubtful accounts at December 31, 2019 and 2018. Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. There were common share equivalents 16,295,498 at December 31, 2019 and 15,843,037 at December 31, 2018. For the year ended December 31, 2019 and 2018 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $2,452,506 and $2,056,175 for the year ended December 31, 2019 and 2018, respectively. Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. Recently Issued Accounting Standards In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements The Company has no long-term operating leases and thus the adoption of ASC 842 had no impact on the condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 , Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606 In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
NOTE 5_ PREPAID EXPENSES
NOTE 5: PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 5: PREPAID EXPENSES | NOTE 5: PREPAID EXPENSES Prepaid expenses consist of the following as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Prepaid insurance $ 67,734 $ 52,105 Prepaid raw material/inventory 9,871 - $ 77,606 $ 52,105 For the year ended December 31, 2019 and 2018 the Company recognized amortization of prepaid expense of $111,929 and $91,207, respectively. |
NOTE 6_ MARKETABLE SECURITIES
NOTE 6: MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 6: MARKETABLE SECURITIES | NOTE 6: MARKETABLE SECURITIES The Company received marketable securities, 10,300,000 fully paid ordinary unrestricted shares in Impression Healthcare Limited (Australian Company), traded on Australian Security Exchange by the code IHL as part of the agreement and letter of intent (LOI). The Company categorize these securities as trading securities and report them at fair value, with unrealized gains and losses included in earnings. On December 31, 2018 the stock price was A$ 0.02 per share as quoted on asx.com.au and exchange rate of $0.74 AUD/USD as quoted on olanda.com. The Company recorded securities at FMV valued at $150,000. The FMV change in marketable security was immaterial for the year ended December 31, 2018. As of December 31, 2019, the Company received another 2,000,000 shares and sold 7,375,000 shares. On December 31, 2019 the stock price was A$ 0.062 per share as quoted on asx.com.au and exchange rate of $0.7 AUD/USD as quoted on oanda.com and had FMV $213,745. The change to the FMV in marketable security for this period resulted in realized and unrealized gain of $268,274 and $113,748 respectively. |
NOTE 7_ INVESTMENT IN JOINT VEN
NOTE 7: INVESTMENT IN JOINT VENTURE-RELATED PARTY | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 7: INVESTMENT IN JOINT VENTURE-RELATED PARTY | NOTE 7: INVESTMENT IN JOINT VENTURE-RELATED PARTY On June 11, 2019 the Company entered in operating agreement as 1/3 member of KAM Industries, LLC, a Wyoming Limited Company. On June 18, 2019 KAM Industries LLC, entered into Joint Venture Agreement to receive a percentage of the industrial hemp harvest yield on a parcel of land in Wayne County, North Carolina owned by FarmShare, LLC with whom KAM contracted to purchase a percentage of the hemp harvest for the 2019 growing season. Once the hemp is harvested from the 2019 growing season The Company will get its 1/3 share at no additional cost. The agreement then expires unless renewed for 2020 with an additional payment. The Company paid $27,490 for 33.3% of KAM Industries, LLC and recorded $27,490 as current asset as of December 31, 2019. This investment is counted by using cost method of accounting. An officer in KAM Industries, LLC is the CompanyÂ’s CEO. |
NOTE 8_ PROMISSORY NOTE - RELAT
NOTE 8: PROMISSORY NOTE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 8: PROMISSORY NOTE - RELATED PARTY | NOTE 8: PROMISSORY NOTE - RELATED PARTY On August 8, 2014 the Company entered into a Promissory Note Agreement with CanChew Biotechnologies, LLC (CCB), a related party (the owners of CCB also own a majority of the outstanding shares of the Company), under which it borrowed $1,000,000 to fund working capital. The original loan was a demand note bearing interest at the rate of 7% per annum, which amount, along with principal, was payable upon demand. The demand note was amended effective January 1, 2015 to reduce the annual interest rate to 3%. All other terms and conditions shall remain in full force and effect. The Company is in discussions to have the demand note modified or exchanged for a longer term, fixed maturity note. The following table summarizes promissory note payable as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Promissory note payable, due on demand, interest at 3% p.a. $ 880,000 $ 880,000 Accrued Interest 166,926 140,526 $ 1,046,926 $ 1,020,526 For the year ended December 31, 2019 and 2018 the Company recognized interest expense of $26,400 and $26,400, respectively. |
NOTE 9_ RELATED PARTY TRANSACTI
NOTE 9: RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 9: RELATED PARTY TRANSACTIONS | NOTE 9: RELATED PARTY TRANSACTIONS The Company has received working capital advances from CanChew totaling $1,526,603 and $1,649,832 as of December 31, 2019 and 2018 respectively. The advances are payable on demand. The Company is in discussions to have the advances reduced to a longer term, fixed maturity note. The Company owes $5,000 to the chairman of the board of the Company for a working capital advance of $5,000 made in May of 2014. Under an agreement Mr. Changoer received on March 20, 2018 the Company issued 50,000 restrictive shares of its common stock and recorded $235,000 of compensation expenses in the accompanying consolidated financial statements to account for the issuance of the incentive shares. As of December 31, 2019 and 2018, the total outstanding balance was $23,696 and $0 respectively for consulting fees to Mr. Changoer. On September 25, 2018, the Company amended Independent Director Compensation agreement. Under the agreement in lieu of the share compensation due to independent director of the Company for his annual service ending May 23, Dr. Philip A. Van Damme shall receive cash compensation of $20,000. Started from August 1, 2019 the company has been paying monthly clinical trial fee of $5,000. As of December 31, 2019 and 2018, the total outstanding balance was $9,377 and $20,000 respectively. Effective January 1, 2019 the company entered into a thirty-months consulting agreement with the chairman of the board which pays a monthly consulting fee of $20,000. The company has also been paying a monthly bonus fee of 15,000; this additional fee is on a month to month basis at the discretion of management. As of December 31, 2019 and 2018, the total outstanding balance was $35,000 and $20,000 respectively for consulting fees. |
NOTE 10_ DUE TO FIRST INSURANCE
NOTE 10: DUE TO FIRST INSURANCE FUNDING | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 10: DUE TO FIRST INSURANCE FUNDING | NOTE 10: DUE TO FIRST INSURANCE FUNDING On June 25, 2019, the Company renewed its D&O and EPLI insurance policy with total premiums, taxes and fees for $97,000 and $6,849 respectively. A cash down payment of $20,850 was paid on July 16, 2019. Under the terms of the insurance financing, payments of $9,501, which include interest at the rate of 7.2% per annum, are due each month for nine months commencing on July 25, 2019. On October 22, 2019, the Company renewed its CL Products Liability insurance policy with total premiums, taxes and fees for $18,864. A cash down payment of $1,886 was paid on October 24, 2019. Under the terms of the insurance financing, payment of $1,945, which include interest at the rate of 7.451% per annum, are due each month for nine months commencing on November 22, 2019. The total outstanding due to First Insurance Funding as of December 31, 2019 and 2018 is $42,121 and $23,280; respectively. |
NOTE 11_ CONVERTIBLE NOTES PAYA
NOTE 11: CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 11: CONVERTIBLE NOTES PAYABLE | NOTE 11: CONVERTIBLE NOTES PAYABLE The following table summarizes convertible note payable- shareholder as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Convertible note payable, due on July 1, 2028, interest at 3.5% p.a. $ 45,000 $ 45,000 Accrued interest 5,578 3,981 $ 50,578 $ 48,981 The Convertible Note (“Note”) bears interest at the rate of 3.5% per annum, payable annually beginning on July 1, 2017, and matures on July 1, 2028. The Note is convertible, in whole or in part at any time at the option of the holder, into the Company’s common stock at a conversion price of $0.01, provided however, the holder of the Note is not permitted to convert an amount of the Note that would result in the holder and its affiliates owning more than 4.9% of the Company’s outstanding common stock. The balance on the Note as of December 31, 2019 and 2018 is $50,578 and $48,981, including interest accrued thereon of $5,578 and $3,981; respectively. The following table summarizes convertible note payable as of December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. $ 484,478 $ 484,478 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. 1,000,000 1,000,000 Convertible note payable, due on November 1, 2021, interest at 3.5% p.a. 4,000,000 4,000,000 Accrued interest 261,541 128,752 Total 5,746,019 5,613,230 Less: unamortized debt discount/finance premium costs (739,732) (815,004) Convertible note payable, net 5,006,287 4,798,226 Less: current portion - - Long term portion $ 5,006,287 $ 4,798,226 On September 16, 2016, we entered into a convertible note purchase agreement (the “Convertible Note Purchase Agreement” or “Agreement”) with a third-party investor. Under the terms of the Convertible Note Purchase Agreement the investor may acquire up to $5,000,000 of convertible notes from the Company. With various closings, under terms acceptable to the Company and the investor as of the time of each closing. Pursuant to the Agreement, on September 16, 2016 the investor provided the Company with $850,000 secured convertible note financing pursuant to four (4) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes matures on October 1, 2029, and pay 3.5% compounded interest paid bi-annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to (i) $0.2201 or (ii) 80% of closing price of the Company’s common stock as of the date of conversion. At the inception of the Convertible Promissory Note, the Company determined a fair value of $1,062,500 of the embedded derivative. On October 20, 2016, the terms of a above Convertible note was modified into convertible note with fixed conversion price of $0.2201. The derivative liability balance on the Note as of modified date is $1,274,422 re-classed into additional paid in capital. On March 8, 2018, the holder converted $210,422 note, which included $10,422 interest into 956,030 restricted shares of the Company’s common stock. On March 13, 2018 the holder converted $176,080 of convertible note, which included $10,558 interest, into 800,000 shares of the Company’s common stock. As of December 31, 2019 and 2018, the balance of secured convertible notes was $539,227 and $522,035, which included $54,749 and $37,557 accrued interest; respectively. On October 20, 2016 a third-party investor provided the Company with $1,000,000 secured convertible note financing pursuant to three (3) Secured Convertible Promissory Notes (the “Notes”). Each of the Notes mature on October 1, 2029 and pay 3.5% compounded interest paid bi-annually. The Notes are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company’s common stock at a fixed conversion price equal to (i) $0.2201 or (ii) 80% of closing price of the Company’s common stock as of the date of conversion. The investor paid cash of $500,000 for one of the Notes and issued to the Company two (2) secured promissory notes of $250,000 each for two (2) Convertible Notes of $250,000 each. The two secured promissory notes issued by the investor (totaling $500,000) as payment for two (2) secured Notes totaling $500,000 mature on February 1, 2017 ($250,000) and March 1, 2017 ($250,000), bear interest at the rate of 1% per annum, are full recourse and additionally secured by 10,486,303 shares of Medical Marijuana, Inc. (Pink Sheets symbol: MJNA) and were valued at $858,828 based upon the closing price of MJNA on October 20, 2016. On October 20, 2016, the terms of a above Convertible note was modified into convertible note with fixed conversion price of $0.2201. Since the modification happened on the same day, the note was treated to have fixed conversion price and accordingly debt discount was recorded related to beneficial conversion feature. In connection with this convertible note, the Company recorded a $499,318 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of December 31, 2019 and 2018, this note has not been converted, the balance of secured convertible notes was $1,113,458 and $1,077,972, which included $113,458 and $77,972 accrued interest respectively. In 2018 the Company extinguished debt with Investor. Investor had proposed a financing transaction pursuant to which the Company will satisfy and retire the Original Note and Original Note current balance in simultaneous exchange for and upon delivery by the Company of a (1) new Convertible Promissory Note in the principal amount of $4,000,000 (the “Exchange Note”), and (2) 400,000 shares of the Company’s restricted common stock (the “Origination Shares”). Simultaneously, a third-party Investor and the Company entered in Debt Exchange Agreement with Medical Marijuana Inc. As part of this agreement Investor will exchange and deliver the AXIM note to Medical Marijuana in exchange for a Convertible Promissory note. Axim consented to the transfer and assignment of the Axim Note in exchange for the issuance by the Medical Marijuana of the Exchange Note. The interest on this note is payable bi-annually every May 1 and November 1. On May 1, 2019 the Company paid accrued interest of $60,278. As of December 31, 2019 and 2018, the balance of this financial premium costs was $-0- and -0-, and the balance of secured convertible notes was $4,093,333 and $4,013,222, which included $93,333 and $13,222 accrued interest respectively. During the year ended December 31, 2019 and 2018 the Company amortized the debt discount on all the notes of $75,272 and $1,122,903 respectively to operations as expense. |
NOTE 12_ STOCK INCENTIVE PLAN
NOTE 12: STOCK INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 12: STOCK INCENTIVE PLAN | NOTE 12: STOCK INCENTIVE PLAN On May 29, 2015 the Company adopted its 2015 Stock Incentive Plan. Under the Plan the Company may issue up to 10,000,000 S-8 shares to officers, employees, directors or consultants for services rendered to the Company or its affiliates or to incentivize such parties to continue to render services. S-8 shares are registered immediately upon the filing of the Plan and are unrestricted shares that are free-trading upon issuance. There were 9,806,000 shares available for issuance under the Plan as of December 31, 2019. On January 2, 2019, John Huemoeller the CEO was granted the option to purchase 2 million shares of Axim Common stock under the plan at a purchase price of $0.75 per share. 1 million options vested immediately and 1 million options vest at the end of 2019. The Company recorded compensation expense of $1,820,000 and $817,800 in 2019 and 2018 |
NOTE 13_ STOCKHOLDERS' DEFICIT
NOTE 13: STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 13: STOCKHOLDERS' DEFICIT | NOTE 13: STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, with a par value of $0.0001 per share. Of the 5,000,000 authorized preferred shares, 4,000,000 are undesignated “blank check” preferred stock. The Company may issue such preferred shares and designate the rights, privileges and preferences of such shares at the time of designation and issuance. As of December 31, 2019, and 2018 there are -0- and -0- shares of Series A Preferred Stock outstanding and 500,000 and 500,000 shares of Series B Preferred Stock and 500,000 and 500,000 shares of Series C Preferred Stock issued and outstanding, respectively. Series A Convertible Preferred Stock The Company also has authorized 1,000,000 shares of Series A Convertible Preferred Stock, which had been previously issued to Sanammad Foundation and subsequently assigned and transferred by Sanammad to Treo Holdings, LLC (“Treo”). On June 28, 2016 the Company, Sanammad and Treo agreed that the issuance of the Series A Convertible Preferred be rescinded and that such share issuance be cancelled. The Company accounted for this cancelation of preferred stock as equity transaction and accordingly the par value of preferred stock adjusted against additional paid in capital account. Each share of the Series A Convertible Preferred Stock is convertible into five (5) shares of the Company’s common stock at any time at the discretion of the holder. The Series A Convertible Preferred Stock provides for a liquidation preference as follows; In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the assets of the Company available for distribution to its shareholders shall be distributed as follows. The holders of the Series A Convertible Preferred Stock shall be entitled to receive, prior to the holders of the other series of preferred stock, if any, and prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of any other shares of stock of the Company by reason of their ownership of such stock: (i) all shares of common stock of any subsidiary of the Company which are held by the Company: and (ii) an amount equal to $1.00 per share with respect to each share of Series A Convertible Preferred stock, plus all declared but unpaid dividends with respect to such share. The Series A Convertible Preferred Stock also contains super-majority voting rights and a number of protective covenants. As of December 31, 2019, and 2018 there are -0- and -0- Series A Convertible Preferred shares issued and outstanding; respectively. Series B Convertible Preferred Stock On August 17, 2016 the Company designated up to 500,000 shares of a new Series B Convertible Preferred Stock (Series B Preferred Stock). The holders of the Series B Preferred are entitled to elect three members to the Company’s board of directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. Each share of Series B Convertible Preferred is convertible into one share of the Company’s common stock. The Series B Convertible Preferred designation contains a number of protective and restrictive covenants that restrict the Company from taking a number of actions without the prior approval of the holders of the Series B Preferred or the unanimous vote of all three Series B Directors. On August 18, 2016 the Company issued all 500,000 shares of its newly designated Series B Preferred Stock to Sanammad Foundation (The Netherlands) in exchange for cash of $50,000. As the holders of the Series B Preferred Stock, Sanammad has designated Dr. George E. Anastassov, Dr. Phillip A. Van Damme and Mr. Lekhram Changoer as their three Series B Directors. Series C Convertible Preferred Stock On August 17, 2016 the Company designated up to 500,000 shares of a new Series C Convertible Preferred Stock (Series C Preferred Stock). The holders of the Series C Preferred are entitled to elect four members to the Company’s board of directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. Each share of Series C Convertible Preferred is convertible into one share of the Company’s common stock. The Series C Convertible Preferred designation contains a number of protective and restrictive covenants that restrict the Company from taking a number of actions without the prior approval of the holders of the Series C Preferred or the unanimous vote of all four Series C Directors. If at any time there are four Series C Directors, one such director must be independent as that term is defined in the Series C designation. Any challenge to the independence of a Series C Director is a right conferred only upon the holders of the Series B Convertible Preferred Stock and may only be made by the holders of the Series B Convertible Preferred Stock. On August 18, 2016 the Company issued all 500,000 shares of its newly designated Series C Preferred Stock to MJNA Investment Holdings, LLC in exchange for cash of $65,000. As the holders of the Series C Preferred Stock, MJNA Investment Holdings, LLC has designated Dr. Timothy R. Scott, John W. Huemoeller II, Robert Cunningham and Blake Schroeder as their four Series C Directors. On February 20, 2019, MJNA Investment Holdings LLC (“Seller”) sold its 500,000 shares of AXIM Biotechnologies, Inc.’s, a Nevada corporation (the “Company”) Series C Preferred Stock to Juniper & Ivy Corporation, a Nevada corporation (“Purchaser”) for a purchase price of $500,000 (the “Purchase Price”) pursuant to a Preferred Stock Purchase Agreement (the “Purchase Agreement”). Payment of the Purchase Price was made as follows (i) a $65,000 payment made by check payable to Seller, which Purchaser borrowed from an unrelated third-party and which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Loan”), and (ii) the issuance by Purchaser to Seller of a promissory note, face value, $435,000, which has no recourse against the Series C Preferred Stock or assets of Purchaser (the “Note”). The Company’s Chief Executive Officer John W. Huemoeller II is the President of Purchaser. Mr. Huemoeller provided a personal guaranty for the Loan and the Note. The holders of the Series C Preferred Stock are entitled to elect four members to the Company’s Board of Directors and are entitled to cast 100 votes per share on all other matters presented to the shareholders for a vote. As a result of this transaction, a change in control has occurred. Effective April 2, 2019, Blake N. Schroeder resigned as a member of the Company’s Board of Directors. Mr. Schroeder’s resignation was not because of any disagreements with the Company on matters relating to its operations, policies and practices. On April 3, 2019 pursuant to the Company’s Amended and Restated Bylaws, the holder of the Company’s Series C Preferred Stock appointed Mauricio Javier Gatto-Bellora to fill the director seat vacated by the resignation of Mr. Schroeder. Common Stock The Company has authorized 300,000,000 shares of common stock, with a par value of $0.0001 per share. As of December 31, 2019, and 2018, the Company had 64,854,539 and 59,582,890 shares of common stock issued and outstanding, respectively. 2019 Transactions: Additional paid in capital includes imputed interest recorded with respect to the amount due to Canchew at amount of $69,604. During the period between January 1, 2019 and December 31, 2019 the Company issued total 2,500,000 shares valued $2,514,375 pursuant to the Company’s Registration Statement on Form S-3. The Company received $2,514,375 in cash On March 12, 2019 and July 11, 2019 the Company issued 239,521, and 687,285 restricted shares of its common stock to third party valued at $400,000, and $500,000 pursuant to the stock purchase agreement. The cash was received in 2018 and 2019 respectively. On May 23, 2019 and August 1, 2019 the Company issued 19,668, and 6,055 shares of its common stock to its Advisory board valued at $48,500, and $7,500 respectively, which were carried on the books as stock to be issued. These amounts were recorded as consulting expense. On December 2, 2019 and December 17, 2019 the Company issued 888,888, and 930,232 restricted shares of its common stock to third party valued at $200,000, and $200,000 pursuant to the stock purchase agreement. The cash was received in 2019. 2018 Transactions: The Company has authorized 300,000,000 shares of common stock, with a par value of $0.0001 per share. As of December 31, 2018, and 2017, the Company had 59,582,890 and 54,564,441 shares of common stock issued and outstanding, respectively. On March 20, 2018 the Company issued 50,000 shares of its restricted common stock to Dr. George Anastassov. At the year ended December 31, 2018 and 2017 the Company recorded $235,000 and $-0- compensation expense, respectively, in the accompanying consolidated financial statements to account for the required issuance of the incentive shares. On March 20, 2018 the Company issued 50,000 shares of its restricted common stock to Mr. Changoer and recorded $235,000 compensation expense. At the year ended December 31, 2018 and 2017 the Company recorded $235,000 and $-0- compensation expense, respectively, in the accompanying consolidated financial statements to account for the required issuance of the incentive shares. On March 8, 2018, the Company issued 956,030 restricted shares of its common stock in exchange for the conversion of $210,422 of a convertible note payable, which included $10,422 in interest. On March 12, 2018, the Company issued 169,800 restricted shares of its common stock in exchange for the conversion of $16,980 of a convertible note payable, which included $380 in interest. On March 13, 2018, the Company issued 800,000 restricted shares of its common stock in exchange for the conversion of $176,080 of a convertible note payable, which included $10,558 in interest. On March 20, 2018 the Company has issued 2,179 shares of common stock valued at $15,000 which were shown as stock to be issued for consultancy service. On March 20, 2018, the Company issued 174,000 shares of common stock for certain services and recorded consulting expenses of $817,800. Closing price of the shares on March 20, 2018 was $4.7 as quoted on finance.yahoo.com. On May 15, 2018, the Company issued 204,778 restricted shares of its common stock to third party valued at $600,000 pursuant to the stock purchase agreement. On August 24, 2018 The Company issued 124,782 restricted shares of common stock to Investor as a redemption notice #13 to note payable at a conversion price of $1.40 valued at $175,000. The market value of the stock on August 23, 2018 was $2.46 as advertised on finance.yahoo.com. The Company recorded loss of $91,618 on the difference between conversion price and market value. On September 11, 2018 the Company has issued 18,000 shares of common stock for $2.03 per share valued at $36,540 as consulting services. On September 17, 2018 The Company issued 106,433 restricted shares of common stock to Investor as a redemption notice #14 to note payable at a conversion price of $1.41 valued at $150,000. The market value of the stock on September 17, 2018 was $1.95 as advertised on finance.yahoo.com. The Company recorded loss of $23,105 on the difference between conversion price and market value. On September 25, 2018 the Company amended Independent Director Compensation agreement. Under the agreement in lieu of the share compensation due to independent directors of the Company for their annual service ending May 23, 2018, each of the independent members of the Board shall receive cash compensation of $20,000. The Company resulting gain on settlement of liabilities due the members of the board of directors of $25,000 was treated as a component of equity for the year ended December 31, 2018. On October 2, 2018 the Company issued 117,447 restricted shares of common stock to Investor as a redemption notice #16 to note payable valued at $150,000. The market value of the stock on October 2, 2018 was $1.80 as quoted on finance.yahoo.com. The Company recorded loss of $24,814 on the difference between conversion price and market value. On December 3, 2018 the Company issued 250,000 shares of common stock to investor upon extinguishment of the debt per agreement valued at $250,000. The market value of stock on November 30, 2018 was $1.00 as quoted on finance.yahoo.com. On December 18, 2018 the Company issued 150,000 shares of common stock to investor to satisfy amended extinguishment of the debt per agreement valued at $106,500. The market value of stock on December 18, 2018 was $0.71 as quoted on finance.yahoo.com. Between May 2, 2018 and December 31, 2018, the Company issued total 1,945,000 shares of common stock valued at $3,769,082 pursuant to the Company’s Registration Statement on Form S-3. |
NOTE 14_ STOCK OPTIONS
NOTE 14: STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 14: STOCK OPTIONS | NOTE 14: STOCK OPTIONS On January 2, 2019, the Company granted 2,000,000 options with an exercise price of $0.75 per share to the Company owned by Mr. John Huemoeller, Chief Executive Officer of the Company. 1 million options vested immediately, and 1 million options vested at the end of 2019. The following table summarizes the changes in options outstanding, option exercisability and the related prices for the shares of the CompanyÂ’s common stock issued to employees and consultants under a stock option plan at December 31, 2019: Options Outstanding Options Exercisable Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $0.75 2,000,000 10 $0.75 2,000,000 $0.75 The stock option activity for the year ended December 31, 2019 is as follows: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2018 - - Granted 2,000,000 $0.75 Exercised - - Expired or canceled - - Outstanding at December 31, 2019 2,000,000 $ 0.75 Stock-based compensation expense related to vested options was $1,820,000 during the twelve months ended December 31, 2019. The Company determined the value of share-based compensation for options vesting during twelve months ended December 31, 2019 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of CompanyÂ’s common stock of $0.91, risk-free interest rate of 2.66%, volatility of 318%, expected lives of 10 years, and dividend yield of 0%. |
NOTE 15_ COMMITMENT AND CONTING
NOTE 15: COMMITMENT AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 15: COMMITMENT AND CONTINGENCIES | NOTE 15: COMMITMENT AND CONTINGENCIES On September 1, 2016, the Company entered into an amended and restated employment agreement with Dr. George Anastassov, its Chief Executive Officer, Chief Financial Officer and Secretary. The agreement does not have a set term and may be terminated at any time by the Company or Dr. Anastassov with proper notice. Under the agreement, Dr. Anastassov receives an annual base compensation of $240,000 and an incentive payment of 2,000,000 shares of the Company’s common stock due upon execution of the agreement. On March 20, 2018 the Company issued 50,000 restrictive shares of its common stock and recorded $235,000 of compensation expenses in the accompanying consolidated financial statements to account for the issuance of the incentive shares. In addition, Dr. Anastassov is currently receiving an additional $15,000 per month as bonus compensation. On January 2, 2019 Dr. George Anastassov resigned as the Chief Executive Officer of Axim Biotechnologies, Inc. Dr. Anastassov will remain a member and Chairman of the Board of Directors and will retain the title of Founder in a consulting role with the Company. On January 2, 2019 the Company entered into the term of Executive’s employment agreement, at a base salary of $10,000 per month with John W. Huemoeller II to serve as its Chief Executive Officer. The Company and Executive acknowledge and agree that Executive’s employment hereunder shall at all times be “at will,” which means that either Executive may resign at any time for any reason or for no reason, and that the Company may terminate Executive’s employment at any time for any reason or for no reason, in either case, subject to the applicable provisions of this Agreement. In further consideration for Executive’s services and subject to the approval of the Board, Executive will be granted an option to purchase 2,000,000 shares of the Company’s common stock (the “Option Shares”). The option will be subject to the terms and conditions applicable to stock options granted under the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), and as described in the Plan and the stock option agreement, which Executive will be required to sign. 50% of the Option Shares shall vest on the date of grant and the remaining 50% of the Option Shares shall vest on the 12- month anniversary of the grant date, subject to Executive’s continued employment by the Company. The exercise price per share will be equal to the fair market value per share on the date of grant, as determined by the last closing price of the Company’s common stock the day prior to grant. Beginning in October 2019, the board decided to increase CEO base salary to $35,000 per month. On September 1, 2016, the Company entered into an amended and restated employment agreement with Mr. Lekhram Changoer, its Chief Technology Officer. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Changoer with proper notice. Under the agreement Mr. Changoer receives an annual base compensation of $240,000 and an incentive payment of 2,000,000 shares of the Company’s common stock due upon execution of the agreement. On March 20, 2018 the Company issued 50,000 restrictive shares of its common stock and recorded $235,000 of compensation expenses in the accompanying consolidated financial statements to account for the issuance of the incentive shares. On April 24, 2017 the company entered into an employment agreement with Robert Malasek, its Chief Financial Officer and Secretary. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Malasek with proper notice. The shares were issued in the 1 st On August 21, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into an agreement with Revive Therapeutics Ltd. (“Revive”) to begin selling the Company’s flagship nutraceutical product throughout the rapidly expanding Canadian cannabis market. The agreement defines a relationship where Revive will seek regulatory approval for AXIM’s proprietary, controlled-release functional chewing gum which contains hemp oil and cannabidiol (CBD). Under the terms of the agreement, Revive will have a minimum purchase amount annually, which increases each year for the term of the agreement. The agreement with Revive was terminated by the Company on or about April 16, 2020, when Revived failed to meet its On September 10, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for exclusive distribution of all AXIM® Biotech products throughout Australia and New Zealand. Pursuant to the LOI, both parties will endeavor to enter into a definitive agreement whereby the parties will co-develop new products, initially for pre-clinical and phase 1 trials (among other clinical trials), including an oral rinse liquid targeted for the treatment of oral mucositis, strep throat, oral infections and gum disease. Pending initial discussions and an internal review of AXIM® Biotech and its product offerings, Impression will collaborate with AXIM® Biotech for the licensing and distribution of its current and future medicinal cannabis products for distribution in Australia and New Zealand. On December 20, 2018 the Company signed Exclusivity Agreement on terms that include Exclusivity period of 90 days after the date on which this agreement is executed with Impression in exchange for 10,300,000 ordinary fully paid shares in Impression at the price of A$0.02 per share and exchange rate of $0.74 AUD/USD valued $150,000 which the Company recognized as a revenue in 4 th On May 31, 2019, AXIM Biotechnologies, Inc. (“AXIM”) entered into a cannabinoid product supply agreement with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for the supply of the AXIM’s toothpaste and mouthwash containing cannabidiol (CBD) for its clinical trial for the treatment of periodontitis. The supply agreement is in preparation for a clinical trial to test the effectiveness of CBD in treating periodontitis. The clinical trial will be performed at Swinburne University of Technology in Melbourne, Australia. In accordance with the agreement, AXIM will supply the first batch of its patented toothpaste and mouthwash products containing CBD, along with associated placebo units for Impression to perform a randomized control clinical trial. On July 2, 2019, AXIM Biotechnologies, Inc. (“AXIM”) entered into a multi-term, non-exclusive license and distribution agreement (“Agreement”) with Colorado based gum developer, KISS Industries, LLC (“KISS Industries”). Under the terms of the Agreement, AXIM grants KISS Industries a non-exclusive license to formulate and sell products that fall within AXIM’s cannabinoid chewing gum patent in exchange for royalties to be paid to AXIM based upon KISS Industries sales in the United States and Mexico. The Agreement also grants AXIM the right to: (i) acquire 10 percent of KISS Industries under certain conditions; and (ii) match any outside future offer to acquire KISS Industries as a whole. Further, AXIM’s CEO John W. Huemoeller II will also join the Board of Directors of KISS Industries. In exchange for this license Kiss Industries will pay Axim 6% of gross sales as a royalty on all licensed products sold by Kiss. In the territory covered by this license which is the USA and Mexico. (Minimum annual royalty $50,000). Kiss will manufacture for Axim various licensed products at a price equal to 140% of Kiss’s cost. As of December 31, 2019 Kiss Industries did not sell any Axim’s products. Operating Lease The Company is renting an office at 45 Rockefeller Plaza 20 th The Company is renting a warehouse at Boelewerf 32, 2987 VD, Ridderkerk, Netherlands on a month to month basis, monthly rent is EUR 1,731 or approx. $2,000. Litigation As of December 31, 2019, and this report issuing date, the Company is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company’s Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. |
NOTE 16_ INCOME TAXES
NOTE 16: INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 16: INCOME TAXES | NOTE 16: INCOME TAXES The Company utilizes ASC 740 “Income Taxes,” which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The U.S. tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act,” made sweeping modification to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings. The Act replaced the prior law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%. The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of December 31, 2019 due to the recent enactment. For the period ended December 31, 2019, The Company had available, for Federal income tax purposes, net operating losses of $9,024,000 which expire at various dates through December 31, 2037 and $9,311,000 which have no expiration date. The net operating loss carryovers may be subject to limitations under Internal Revenue Code section 382, due to significant changes in the Company’s ownership. If a change of ownership has occurred the net operating loss carryovers would be limited or might be eliminated. The provision for income taxes differ from the amount of income tax determined by applying the applicable U.S. statutory rate to losses before income tax expense for the period ended December 31, 2019 and 2018 as follows: 2019 2018 Statutory federal income tax rate 21.0% 21.0% Statutory state and local income tax rate (15% for 2019, 8.25% for 2018), net of federal benefit 11.9% 5.4% Change in valuation allowance (32.9%) (26.4%) Effective tax rate 0.00% 0.00% Deferred income taxes result from temporary differences in the recognition of income and expenses for financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset result principally from the following: 2019 2018 Deferred tax assets: Net operating loss carry forward $ 6,022,948 $ 3,177,346 Less: valuation allowance (6,022,948) (3,177,346) Net deferred tax asset $ - $ - The valuation allowance for deferred tax assets as of December 31, 2019 and 2018 was $6,022,948, and $3,177,346, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company will continue to monitor the potential utilization of this asset. Should factors and evidence change to aid in this assessment, a potential adjustment to the valuation allowance in future periods may occur. Management believes it is more likely than not that the Differed tax asset will not be realized, so a 100% Valuation Reserve has been established at December 31, 2019. Company is aware that as of there may be section 382 limitations on loss carryforward due to subsequent event described in note 17, but has not analyzed them at this time. |
NOTE 17_ SUBSEQUENT EVENTS
NOTE 17: SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Notes | |
NOTE 17: SUBSEQUENT EVENTS | NOTE 17: SUBSEQUENT EVENTS On January 13, 2020 and February 5, 2020 the Company issued 875,000, and 1,166,667 S-3 shares valued at $350,000, and $350,000 pursuant to the Company’s Registration Statement on Form S-3. The cash was received in 2020. On March 9, 2020 and April 1, 2020 the Company issued 1,500,000, and 1,953,125 S-3 shares valued at $262,500, and $250,000 respectively pursuant to the Company’s Registration Statement on Form S-3. The cash was received in 2020. On April 21, 2020 the Company issued 2,000,000 S-3 shares valued at $298,000 pursuant to the Company’s Registration Statement on Form S-3. The cash was received in 2020. On January 13, 2020 and April 21, 2020 the Company issued 250,000, and 1,176,470 restricted shares of its common stock to third party valued at $50,000, and $100,000 pursuant to the stock purchase agreement. The cash was received in 2019 and 2020, respectively. On January 23, 2020 and February 26, 2020 the company issued 600,000 and 62,839 restricted shares of its common stock valued at $262,500, and 25,000 to third party for certain services, recorded as advertising and promotion expense and License, permits & Patents, respectively. On March 18, 2020 the company acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 restricted shares of its common stock. Impression Settlement Agreement On April 14, 2020 the company terminated its marketing and production agreement with impression healthcare by mutual consent of both parties. Sapphire Transaction On January 3, 2020, AXIM Biotechnologies, Inc. (“AXIM”) entered into a binding Term Sheet with Delaware based Sapphire Biotech, Inc. (“Sapphire”). Sapphire is a research and development company that aims to improve global cancer care through the development of proprietary On March 17, 2020, AXIM entered into a Share Exchange Agreement (“Agreement”) with Sapphire and all of the Sapphire stockholders. Pursuant to the terms of the Agreement, AXIM acquired 100% of the issued and outstanding shares of Sapphire by means of a share exchange with the Sapphire Stockholders in exchange for 54,000,000 newly issued shares of the common stock of AXIM (the “Share Exchange”). As a result of the Share Exchange, Sapphire became a 100% owned subsidiary of AXIM, which on a going forward basis will result in consolidated financial reporting by AXIM to include the results of Sapphire. The closing of the Share Exchange occurred concurrently with entry into the Share Exchange Agreement (the “Closing”). Prior to the acquisition of Sapphire AXIM focused on the research and development of pharmaceutical products and extraction and purification of cannabinoids technologies. Unfortunately, AXIM’s studies to develop a bioequivalent to Marinol for the treatment of nausea and vomiting associated with chemotherapy and lack of appetite in HIV/ AIDS patients were not successful and have been discontinued. Because of this, the Company has also discontinued studies regarding Restless Leg Syndrome, drug related psychosis and intend to terminate the Supply Agreement with Noramco for or the long-term purchase of pharmaceutical grade dronabinol. Finally, the Company has terminated its relationship with Impression Healthcare Limited in Australia and Revive Therapeutics Ltd. in Canada for that sale of the Company’s gum products in those countries. With the acquisition of Sapphire, will advance our mission of improving global cancer care through the development of novel therapeutics for controlling spread, and diagnostics for early cancer detection, response to treatment, and for monitoring post-treatment recurrence. The Company has made significant progress with its lead therapeutic drug candidate, SPX-1009, having successfully completed in vitro in vivo COVID-19 In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China. The COVID-19 pandemic, as it was declared by the World Health Organization, has continued to spread and has already caused severe global disruptions. The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. We expect COVID-19, along with the resulting government-imposed restrictions on businesses, shelter-in place orders and temporary retail and grocery store closures to negatively impact our operations due to decreased consumer demand as well as potential production and warehouse limitations which results in an event or condition, before consideration of management’s plans, that could impact our ability to meet future obligations. Sanammad Settlement Agreement On May 6, 2020 (the "Effective Date"), AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) by and among the Company, CanChew License Company (“CanCo”), CanChew Biotechnologies, LLC (“CanChew”), Medical Marijuana, Inc., Dr. George A. Anastassov (“Dr. Anastassov”), Dr. Philip A. Van Damme (“Dr. Van Damme”), Lekhram Changoer (“Mr. Changoer”), Sanammad Foundation, Netherlands and Sanammad Foundation, US (collectively, the “Sanammad Parties”), pursuant to which, among other matters as described herein, Drs. Anastassov and Van Damme and Mr. Changoer resigned as members of the Company’s Board of Directors. Pursuant to the Separation Agreement, the Company transferred and assigned to an entity designated by Dr. Anastassov all of the Company’s cannabis-related intellectual property other than the inventions and discoveries described in that certain cannabis-related patent application filed by the Company’s wholly-owned subsidiary, Sapphire Biotech, Inc. (water-soluble cannabinoid molecules). The Company also transferred 100% of its interest in CanCo and CanChew to an entity designated by Dr. Anastassov. In consideration for the transfers set forth above, any and all indebtedness owed by the Company to CanChew, totaling approximately $2.61 million, was satisfied and paid in its entirety. In addition, in consideration for the payment by the Company of $65,000, the Company purchased 100% of the issued and outstanding shares of Series B Preferred Stock held by the Sanammad Parties. Such shares shall be retired to treasury of the Company. The Sanammad Parties also agreed to forfeit and assign back to treasury, for no consideration, a total of 18,570,356 shares of the Company's common stock. In addition, each of Drs. Anastassov and Van Damme and Mr. Changoer have agreed to subject the shares of the Company’s common stock held by each of them to lock-up and leak-out restrictions, as follows: they shall not sell shares for a period of 12 months following the Effective Date and, thereafter, subject to a daily volume limitation of 5%, on an aggregate basis among them. Further, the Company terminated the Consulting Agreement of Dr. Anastassov and the Employment Agreements for each of Dr. Van Damme and Mr. Changoer. In connection with the termination of Dr. Anastassov’s Consulting Agreement, the Company agreed to pay severance in the amount of $35,000 for March 2020 and $20,000 per month thereafter through July 2021 (the termination date contemplated by the Consulting Agreement). Commencing for the April 2020, the Company may, in its sole discretion, pay the $20,000 severance obligation by the issuance of shares of the Company’s common stock registered pursuant to the Registration Statement on Form S-8 filed with the Commission on May 29, 2015 (“S-8 Shares”). If the gross cash proceeds from the sale of any S-8 Shares issued in lieu of cash severance is less than $20,000, as determined 20 days after issuance of such S-8 Shares, then the Company has agreed to issue additional shares that would serve to "true-up" the value of the shares to the $20,000 monthly severance obligation; provided, however, that if 30 days after the date the severance payment is due the the gross proceeds from the sale of S-8 Shares is less than $20,000, the Company must pay the shortfall in cash. In addition, for each month that Dr. Anastassov is entitled to receive severance, he shall receive S-8 Shares in an amount equal to the lesser of (a) 150,000 S-8 Shares, or (b) S-8 Shares valued at $15,000 based upon the closing price of the Company's common stock as of the due date of the severance payment obligation. In connection with the termination of the Employment Agreements of Dr. Van Damme and Mr. Changoer, Mr. Changoer’s severance payments shall be $20,000 per month for 12 months, commencing April 2020 (paid in arrears) and Dr. Van Damme’s severance payments shall be $5,000 per month for 12 months, similarly commencing April 2020 and paid in arrears. The Company has the right to pay each of Dr. Van Damme's and Mr. Changoer's monthly severance payments in S-8 shares in lieu of cash subject to the same terms and restrictions (including true-up terms) as set forth above for Dr. Anastassov. The Company retains the right to prepay the severance obligations to Drs. Anastassov and Van Damme and Mr. Changoer, without penalty. No claims were alleged by the Company against any party, and no claims were alleged against the Company. However, in connection with the transactions described above, the parties entered into a general mutual release of all claims. Convertible Promissory Note As reported on the Company’s Current Report on Form 8-K dated December 7, 2018, on November 30, 2018, the Company issued to an institutional investor a Convertible Promissory Note (the “Note”), and the Note was later transferred to Medical Marijuana, Inc. (“Lender”). On May 6, 2020, the parties entered into an Addendum to the Note pursuant to which, commencing on May 1, 2020, interest shall accrue, at the original rate of 3.5%, and shall be payable on a semi-annual basis commencing November 1, 2020. The maturity date of the Note was extended until November 1, 2026. In addition, the Conversion Price was reduced in the Addendum from $1.50 to $0.25 per share. Purchase of Promissory Note and Forbearance Agreement Effective May 4, 2020, the Company acquired from TL-66, a California limited liability company (“Seller”), a promissory note issued to Seller by Dr. Anastassov (“Maker”) dated December 1, 2017, with a face value of $350,000 and a remaining balance due of approximately $100,000 (the “Note”). The purchase price for the Note was $100,000 payable by the Company issuing Seller One Million (1,000,000) restricted shares of the Company’s Common Stock. Effective May 6, 2020, the Company and Maker entered into a Forbearance Agreement whereby the Company agreed to forbear from making any collection efforts on the Note for a period of 24 months so long as Maker has not breached the Separation Agreement. Following 24 months, if there has been no breach of the Separation Agreement by Maker, repayment of the Note, including all principal and unpaid interest, will be waived in full. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_2
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Use of estimates (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenue and expenses during reporting periods. Actual results could differ from these estimates. Significant estimates are assumptions about collection of accounts receivable, useful life of intangible assets and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_3
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Cash equivalents (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2019, the Company had no cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company had no uninsured balances at December 31, 2019. The Company has never experienced any losses related to these balances. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_4
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivable (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Accounts Receivable | Accounts Receivable It is the Company's policy to review accounts receivable at least on a monthly basis for collectibility and follow up with customers accordingly. Covid19 has slowed collection as our customers are in a mandated pause. We do not have geographic concentration of customers. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_5
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Concentrations (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Concentrations | Concentrations At December 31, 2019, two customers accounted for 100% of accounts receivable. For the year ended December 31, 2019, two customers accounted for 77% of total revenue. For the year ended December 31, 2018 two customers accounted for 95% of total revenue. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_6
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Inventory | Inventory Inventory consists of finished goods available for sale and raw materials owned by the Company and are stated at the lower of cost or market. As of December 31, 2019 and 2018, the Company had $175,304 and $4,922 of finished goods and $312,511 and $4,875 of raw material, respectively. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_7
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Property and equipment | Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful life. New assets and expenditures that extend the useful life of property or equipment are capitalized and depreciated. Expenditures for ordinary repairs and maintenance are charged to operations as incurred. For the year ended December 31, 2019 and 2018 the Company recorded $3,356 and $3,356, respectively, of depreciation expense. |
NOTE 4_ SIGNIFICANT ACCOUNTIN_8
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Intangible Assets | Intangible Assets As required by generally accepted accounting principles, trademarks and patents are not amortized since they have an indefinite life. Instead, they are tested annually for impairment. In the year ended December 31, 2019, company recorded $3,158 of impairment loss. Intangible assets as of December 31, 2019 and 2018 amounted to $50,534 and $53,692, respectively |
NOTE 4_ SIGNIFICANT ACCOUNTIN_9
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Revenue Recognition | Revenue Recognition On January 1, 2018 the Company adopted guidance contained in Topic 606 (FASB ASC 606). The core principle of Topic 606 (FASB ASC 606) is that an entity should recognize revenue to depict the transfer of goods of services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revenue recognition guidance contained in Topic 606, to follow the five-step revenue recognition model along with other guidance impacted by this standard: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transportation price; (4) allocate the transportation price; (5) recognize revenue when or as the entity satisfies a performance obligation. Previous practices were broadly consistent with this approach, and the company determined the amount of revenue based on the amount customer paid or promised to pay. Revenues are recognized when title for goods is transferred; non-refundable fees and proceeds from irrevocable agreements recognized when inflows or other enhancements of assets of the Company are received. Revenues from operations recognized for the year ended December 31, 2019 and 2018 amounted to $799,483 and $195,614, respectively. |
NOTE 4_ SIGNIFICANT ACCOUNTI_10
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Axim Biotechnologies, Inc. and its wholly owned subsidiaries Axim Holdings, Inc., Can Chew License Company, and Marina Street LLC as of December 31, 2019 and 2018. All significant intercompany transactions and balances have been eliminated in consolidation. |
NOTE 4_ SIGNIFICANT ACCOUNTI_11
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Derivative Liabilities (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of December 31, 2019, which consist of convertible instruments and rights to shares of the CompanyÂ’s common stock and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirement of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. |
NOTE 4_ SIGNIFICANT ACCOUNTI_12
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurement, Policy (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Fair Value Measurement, Policy | Fair Value Measurements The Company applies the guidance that is codified under ASC 820-10 related to assets and liabilities recognized or disclosed in the financial statements at fair value on a recurring basis. ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The provisions of ASC 820-10 only apply to the CompanyÂ’s investment securities, which are carried at fair value. ASC 820-10 clarifies that fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. ASC 820-10 requires valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows: Fair Value Hierarchy Inputs to Fair Value Methodology Level 1 Quoted prices in active markets for identical assets or liabilities Level 2 Quoted prices for similar assets or liabilities; quoted markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; inputs other than quoted prices that are observable for the asset or liability; or inputs that are derived principally from, or corroborated by, observable market information Level 3 Pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption is unobservable or when the estimation of fair value requires significant management judgment The Company categorizes a financial instrument in the fair value hierarchy based on the lowest level of input that is significant to its fair value measurement. As of December 31, 2019 Quoted Market Prices in Active Markets (Level 1) Internal Models with Significant Observable Market Parameters (Level 2) Internal Models with Significant Unobservable Market Parameters (Level 3) Total Fair Value Reported in Financial Statements Marketable Securities $213,745 $- $- $213,745 As of December 31, 2018 Quoted Market Prices in Active Markets (Level 1) Internal Models with Significant Observable Market Parameters (Level 2) Internal Models with Significant Unobservable Market Parameters (Level 3) Total Fair Value Reported in Financial Statements Marketable Securities $150,000 $- $- $150,000 On December 31, 2019 the stock price was A$ 0.062 per share as quoted on asx.com.au and exchange rate of $0.7 AUD/USD as quoted on oanda.com and had FMV $213,745. The change to the FMV in marketable security for this period resulted in realized and unrealized gain of $268,274 and $113,748 respectively. These securities are classified as trading. The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, 2019, except for its convertible notes payable and derivative liability. The carrying amounts of these liabilities at December 31, 2019 approximate their respective fair value based on the CompanyÂ’s incremental borrowing rate. Cash is as of December 31, 2019 and 2018 is classified as Level 1 within our fair value hierarchy. |
NOTE 4_ SIGNIFICANT ACCOUNTI_13
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Convertible Instruments (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.” Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instruments are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability. |
NOTE 4_ SIGNIFICANT ACCOUNTI_14
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Income Taxes | Income Taxes The Company follows Section 740-10, Income tax (“ASC 740-10”) Fair Value Measurements and Disclosures of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including reversals of any existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations. If the Company determines that it would be able to realize a deferred tax asset in the future in excess of any recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. |
NOTE 4_ SIGNIFICANT ACCOUNTI_15
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Concentrations of Credit Risk (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limit. The Company does not have accounts receivable and allowance for doubtful accounts at December 31, 2019 and 2018. |
NOTE 4_ SIGNIFICANT ACCOUNTI_16
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Net Loss per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Net Loss per Common Share | Net Loss per Common Share Net loss per common share is computed pursuant to section 260-10-45 Earnings Per Share (“ASC 260-10”) of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding and the member potentially outstanding during each period. In periods when a net loss is experienced, only basic net loss per share is calculated because to do otherwise would be anti-dilutive. There were common share equivalents 16,295,498 at December 31, 2019 and 15,843,037 at December 31, 2018. For the year ended December 31, 2019 and 2018 these potential shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would reduce net loss per share. |
NOTE 4_ SIGNIFICANT ACCOUNTI_17
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Stock Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Stock Based Compensation | Stock Based Compensation All stock-based payments to employees and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period. Stock-based payments to nonemployees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are non-forfeitable the measurement date is the date the award is issued. |
NOTE 4_ SIGNIFICANT ACCOUNTI_18
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Cost of Sales (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Cost of Sales | Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products to the customers including buying and transportation costs. |
NOTE 4_ SIGNIFICANT ACCOUNTI_19
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $2,452,506 and $2,056,175 for the year ended December 31, 2019 and 2018, respectively. |
NOTE 4_ SIGNIFICANT ACCOUNTI_20
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Shipping Costs (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Shipping Costs | Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in general and administrative expenses. |
NOTE 4_ SIGNIFICANT ACCOUNTI_21
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Standards (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Policies | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In March 2019, the FASB issued ASU 2019-01, Leases (Topic 842) Codification Improvements The Company has no long-term operating leases and thus the adoption of ASC 842 had no impact on the condensed consolidated financial statements. In November 2018, the FASB issued ASU 2018-18 , Collaborative Arrangements (Topic 818): Clarifying the Interaction Between Topic 808 and Topic 606 In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2018-13, “ Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
NOTE 5_ PREPAID EXPENSES_ Sched
NOTE 5: PREPAID EXPENSES: Schedule of Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Prepaid Expenses | December 31, 2019 December 31, 2018 Prepaid insurance $ 67,734 $ 52,105 Prepaid raw material/inventory 9,871 - $ 77,606 $ 52,105 |
NOTE 8_ PROMISSORY NOTE - REL_2
NOTE 8: PROMISSORY NOTE - RELATED PARTY: Schedule of Promissory Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Promissory Notes Payable | December 31, 2019 December 31, 2018 Promissory note payable, due on demand, interest at 3% p.a. $ 880,000 $ 880,000 Accrued Interest 166,926 140,526 $ 1,046,926 $ 1,020,526 |
NOTE 11_ CONVERTIBLE NOTES PA_2
NOTE 11: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable, Shareholder (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable, Shareholder | December 31, 2019 December 31, 2018 Convertible note payable, due on July 1, 2028, interest at 3.5% p.a. $ 45,000 $ 45,000 Accrued interest 5,578 3,981 $ 50,578 $ 48,981 |
NOTE 11_ CONVERTIBLE NOTES PA_3
NOTE 11: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | December 31, 2019 December 31, 2018 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. $ 484,478 $ 484,478 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. 1,000,000 1,000,000 Convertible note payable, due on November 1, 2021, interest at 3.5% p.a. 4,000,000 4,000,000 Accrued interest 261,541 128,752 Total 5,746,019 5,613,230 Less: unamortized debt discount/finance premium costs (739,732) (815,004) Convertible note payable, net 5,006,287 4,798,226 Less: current portion - - Long term portion $ 5,006,287 $ 4,798,226 |
NOTE 14_ STOCK OPTIONS_ Schedul
NOTE 14: STOCK OPTIONS: Schedule of Changes in options outstanding, option exercisability and the related prices (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Changes in options outstanding, option exercisability and the related prices | Options Outstanding Options Exercisable Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $0.75 2,000,000 10 $0.75 2,000,000 $0.75 |
NOTE 14_ STOCK OPTIONS_ Sched_2
NOTE 14: STOCK OPTIONS: Schedule of Stock option activity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Stock option activity | Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2018 - - Granted 2,000,000 $0.75 Exercised - - Expired or canceled - - Outstanding at December 31, 2019 2,000,000 $ 0.75 |
NOTE 16_ INCOME TAXES_ Schedule
NOTE 16: INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | 2019 2018 Statutory federal income tax rate 21.0% 21.0% Statutory state and local income tax rate (15% for 2019, 8.25% for 2018), net of federal benefit 11.9% 5.4% Change in valuation allowance (32.9%) (26.4%) Effective tax rate 0.00% 0.00% |
NOTE 16_ INCOME TAXES_ Schedu_2
NOTE 16: INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | 2019 2018 Deferred tax assets: Net operating loss carry forward $ 6,022,948 $ 3,177,346 Less: valuation allowance (6,022,948) (3,177,346) Net deferred tax asset $ - $ - |
NOTE 1_ ORGANIZATION (Details)
NOTE 1: ORGANIZATION (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Details | |
Entity Incorporation, State or Country Code | NV |
Entity Incorporation, Date of Incorporation | Nov. 18, 2010 |
Entity Information, Date to Change Former Legal or Registered Name | Jul. 24, 2014 |
NOTE 3_ GOING CONCERN (Details)
NOTE 3: GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Working Capital | $ (1,756,303) | |
Accumulated deficit | (35,440,042) | $ (28,992,485) |
Net cash used in operating activities | $ (5,020,142) | $ (4,845,269) |
NOTE 4_ SIGNIFICANT ACCOUNTI_22
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Finished goods inventory | $ 175,304 | $ 4,922 |
Raw materials inventory | $ 312,511 | $ 4,875 |
NOTE 4_ SIGNIFICANT ACCOUNTI_23
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Property and equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Depreciation | $ 3,356 | $ 3,356 |
NOTE 4_ SIGNIFICANT ACCOUNTI_24
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Impairment of Intangible Assets (Excluding Goodwill) | $ 3,158 | |
Intangible Assets, Net (Excluding Goodwill) | $ 50,534 | $ 53,692 |
NOTE 4_ SIGNIFICANT ACCOUNTI_25
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Revenue, Continuing Operations | $ 799,483 | $ 195,614 |
NOTE 4_ SIGNIFICANT ACCOUNTI_26
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Net Loss per Common Share (Details) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Common Share Equivalents | 16,295,498 | 15,843,037 |
NOTE 4_ SIGNIFICANT ACCOUNTI_27
NOTE 4: SIGNIFICANT ACCOUNTING POLICIES: Research and Development (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Research and development expenses | $ 2,452,506 | $ 2,056,175 |
NOTE 5_ PREPAID EXPENSES_ Sch_2
NOTE 5: PREPAID EXPENSES: Schedule of Prepaid Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Prepaid insurance | $ 67,734 | $ 52,105 |
Prepaid raw material/inventory | 9,871 | 0 |
Prepaid expenses | $ 77,606 | $ 52,105 |
NOTE 5_ PREPAID EXPENSES (Detai
NOTE 5: PREPAID EXPENSES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Amortization of Prepaid Expenses | $ 111,929 | $ 91,207 |
NOTE 8_ PROMISSORY NOTE - REL_3
NOTE 8: PROMISSORY NOTE - RELATED PARTY: Schedule of Promissory Notes Payable (Details) - Promissory note - related party - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument, Description | Promissory note payable, due on demand, interest at 3% p.a. | |
Debt Instrument, Face Amount | $ 880,000 | $ 880,000 |
Interest Payable, Current | 166,926 | 140,526 |
Long-term Debt | $ 1,046,926 | $ 1,020,526 |
NOTE 8_ PROMISSORY NOTE - REL_4
NOTE 8: PROMISSORY NOTE - RELATED PARTY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Promissory note - related party | ||
Interest Expense, Promissory Note | $ 26,400 | $ 26,400 |
NOTE 10_ DUE TO FIRST INSURAN_2
NOTE 10: DUE TO FIRST INSURANCE FUNDING (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Insurance payments outstanding | $ 42,121 | $ 23,280 |
NOTE 11_ CONVERTIBLE NOTES PA_4
NOTE 11: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable, Shareholder (Details) - Convertible notes payable due to shareholder - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument, Description | Convertible note payable, due on July 1, 2028, interest at 3.5% p.a. | |
Debt Instrument, Maturity Date | Jul. 1, 2028 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Debt Instrument, Face Amount | $ 45,000 | $ 45,000 |
Interest Payable, Current | 5,578 | 3,981 |
Long-term Debt | $ 50,578 | $ 48,981 |
NOTE 11_ CONVERTIBLE NOTES PA_5
NOTE 11: CONVERTIBLE NOTES PAYABLE: Schedule of Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total | $ 5,746,019 | $ 5,613,230 |
Less unamortized debt discount | (739,732) | (815,004) |
Convertible note payable, net | 5,006,287 | 4,798,226 |
Less current portion | 0 | 0 |
Long term portion | $ 5,006,287 | 4,798,226 |
Convertible Note 1 | ||
Debt Instrument, Description | Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. | |
Debt Instrument, Maturity Date | Oct. 1, 2029 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Debt Instrument, Face Amount | $ 484,478 | 484,478 |
Convertible Note 2 | ||
Debt Instrument, Description | Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. | |
Debt Instrument, Maturity Date | Oct. 1, 2029 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Debt Instrument, Face Amount | $ 1,000,000 | 1,000,000 |
Convertible Note 5 | ||
Debt Instrument, Description | Convertible note payable, due on November 1, 2021, interest at 3.5% p.a. | |
Debt Instrument, Maturity Date | Nov. 1, 2021 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |
Debt Instrument, Face Amount | $ 4,000,000 | 4,000,000 |
Convertible Notes | ||
Accrued interest | $ 261,541 | $ 128,752 |
NOTE 11_ CONVERTIBLE NOTES PA_6
NOTE 11: CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Financial premium costs | $ 0 | $ 0 |
Secured convertible notes | 4,093,333 | 4,013,222 |
Secured convertible notes, accrued interest | 93,333 | 13,222 |
Investment Income, Net, Amortization of Discount and Premium | $ (75,272) | $ (1,122,903) |
NOTE 12_ STOCK INCENTIVE PLAN (
NOTE 12: STOCK INCENTIVE PLAN (Details) | Dec. 31, 2019shares |
Details | |
Stock Incentive Plan, Shares Available for Issuance | 9,806,000 |
NOTE 13_ STOCKHOLDERS' DEFICIT_
NOTE 13: STOCKHOLDERS' DEFICIT: Preferred Stock (Details) - Preferred Stock - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
NOTE 13_ STOCKHOLDERS' DEFICI_2
NOTE 13: STOCKHOLDERS' DEFICIT: Series A Convertible Preferred Stock (Details) | Dec. 31, 2019shares |
Details | |
Shares authorized, Series A Convertible Preferred Stock | 1,000,000 |
NOTE 13_ STOCKHOLDERS' DEFICI_3
NOTE 13: STOCKHOLDERS' DEFICIT: On August 17, 2016 the Company designated up to 500,000 shares of a new Series B Convertible Preferred Stock (Series B Preferred Stock) (Details) | Aug. 18, 2016shares |
Details | |
Shares issued, Series B Preferred Stock | 500,000 |
NOTE 13_ STOCKHOLDERS' DEFICI_4
NOTE 13: STOCKHOLDERS' DEFICIT: On August 17, 2016 the Company designated up to 500,000 shares of a new Series C Convertible Preferred Stock (Series C Preferred Stock) (Details) | Aug. 18, 2016shares |
Details | |
Shares issued, Series C Preferred Stock | 500,000 |
NOTE 13_ STOCKHOLDERS' DEFICI_5
NOTE 13: STOCKHOLDERS' DEFICIT: Common Stock (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Details | ||
Common Stock, Shares Authorized | 300,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 64,854,539 | 59,582,890 |
NOTE 14_ STOCK OPTIONS_ Sched_3
NOTE 14: STOCK OPTIONS: Schedule of Changes in options outstanding, option exercisability and the related prices (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 2,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.75 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 2,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 9 months |
NOTE 14_ STOCK OPTIONS_ Sched_4
NOTE 14: STOCK OPTIONS: Schedule of Stock option activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 2,000,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.75 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | shares | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 2,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.75 |
NOTE 15_ COMMITMENT AND CONTI_2
NOTE 15: COMMITMENT AND CONTINGENCIES (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Commitment 1 | |
Other Commitments, Description | On September 1, 2016, the Company entered into an amended and restated employment agreement with Dr. George Anastassov, its Chief Executive Officer, Chief Financial Officer and Secretary |
Commitment 2 | |
Other Commitments, Description | On September 1, 2016, the Company entered into an amended and restated employment agreement with Mr. Lekhram Changoer, its Chief Technology Officer |
Commitment 3 | |
Other Commitments, Description | On April 24, 2017 the company entered into an employment agreement with Robert Malasek, its Chief Financial Officer and Secretary |
Commitment 5 | |
Other Commitments, Description | On August 21, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into an agreement with Revive Therapeutics Ltd. (“Revive”) to begin selling the Company’s flagship nutraceutical product |
Commitment 6 | |
Other Commitments, Description | On September 10, 2018, AXIM Biotechnologies, Inc. (the “Company”) entered into a Letter of Intent (“LOI”) with Impression Healthcare Limited (“Impression”), Australia’s largest home dental impression company, for exclusive distribution of all AXIM® Biotech products |
NOTE 16_ INCOME TAXES_ Schedu_3
NOTE 16: INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
Federal Statutory Rate | 21.00% | 21.00% |
State and Local Taxes Rate, Net of federal benefit | 11.90% | 5.40% |
Change in valuation allowance | (32.90%) | (26.40%) |
Effective Tax Rate | 0.00% | 0.00% |
NOTE 16_ INCOME TAXES_ Schedu_4
NOTE 16: INCOME TAXES: Schedule of Components of Income Tax Expense (Benefit) - Parenthetical (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Details | ||
State and Local Income Tax Rate, Gross | 0.1500 | 0.0825 |
NOTE 16_ INCOME TAXES_ Schedu_5
NOTE 16: INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 6,022,948 | $ 3,177,346 |
Less: valuation allowance | (6,022,948) | (3,177,346) |
Net deferred tax asset | $ 0 | $ 0 |
NOTE 17_ SUBSEQUENT EVENTS (Det
NOTE 17: SUBSEQUENT EVENTS (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Event 1 | |
Subsequent Event, Description | Company issued 875,000, and 1,166,667 S-3 shares |
Event 1 | Minimum | |
Subsequent Event, Date | Jan. 13, 2020 |
Event 1 | Maximum | |
Subsequent Event, Date | Feb. 5, 2020 |
Event 2 | |
Subsequent Event, Description | Company issued 1,500,000, and 1,953,125 S-3 shares |
Event 2 | Minimum | |
Subsequent Event, Date | Mar. 9, 2020 |
Event 2 | Maximum | |
Subsequent Event, Date | Apr. 1, 2020 |
Event 3 | |
Subsequent Event, Date | Apr. 21, 2020 |
Subsequent Event, Description | Company issued 2,000,000 S-3 shares |
Event 4 | |
Subsequent Event, Description | Company issued 250,000, and 1,176,470 restricted shares of its common stock |
Event 4 | Minimum | |
Subsequent Event, Date | Jan. 13, 2020 |
Event 4 | Maximum | |
Subsequent Event, Date | Apr. 21, 2020 |
Event 5 | |
Subsequent Event, Description | company issued 600,000 and 62,839 restricted shares of its common stock |
Event 5 | Minimum | |
Subsequent Event, Date | Jan. 23, 2020 |
Event 5 | Maximum | |
Subsequent Event, Date | Feb. 26, 2020 |
Event 6 | |
Subsequent Event, Date | Mar. 18, 2020 |
Subsequent Event, Description | company acquired 100% of the issued and outstanding shares of Sapphire |
Event 7 | |
Subsequent Event, Date | Apr. 14, 2020 |
Subsequent Event, Description | company terminated its marketing and production agreement with impression healthcare |
Event 8 | |
Subsequent Event, Date | Jan. 3, 2020 |
Subsequent Event, Description | AXIM Biotechnologies, Inc. (“AXIM”) entered into a binding Term Sheet with Delaware based Sapphire Biotech, Inc. |
Event 9 | |
Subsequent Event, Date | Mar. 17, 2020 |
Subsequent Event, Description | AXIM entered into a Share Exchange Agreement (“Agreement”) with Sapphire and all of the Sapphire stockholders |
Event 10 | |
Subsequent Event, Date | May 6, 2020 |
Subsequent Event, Description | AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”), entered into an Agreement (the “Separation Agreement”) |
Event 11 | |
Subsequent Event, Description | Company issued to an institutional investor a Convertible Promissory Note (the “Note”) |
Event #12 | |
Subsequent Event, Date | May 4, 2020 |
Subsequent Event, Description | Company acquired from TL-66, a California limited liability company (“Seller”), a promissory note issued to Seller by Dr. Anastassov (“Maker”) |