Cell MedX Corp. - Quarter Report: 2023 August (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2023
or
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 000-54500
Cell MedX Corp.
(Exact name of registrant as specified in its charter)
Nevada |
| 38-3939625 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
123 W. Nye Ln, Suite 446 Carson City, NV |
| 89706 |
(Address of principal executive offices) |
| (Zip code) |
(844) 238-2692
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
Non-accelerated filer ☒ |
| Smaller Reporting Company ☒ |
|
| Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
i
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of October 16, 2023, was 62,923,063.
ii
CONTENTS
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed consolidated financial statements of Cell MedX Corp. as at August 31, 2023, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three-month period ended August 31, 2023, are not necessarily indicative of the results that can be expected for the year ending May 31, 2024.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Cell MedX,” and the “Company” mean Cell MedX Corp. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.
1
CELL MEDX CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
August 31, 2023 |
| May 31, 2023 | |||
ASSETS |
|
|
| ||
|
|
|
| ||
Current assets |
|
|
| ||
Cash | $ | 58,074 |
| $ | 98,295 |
Other current assets |
| 4,252 |
|
| 4,975 |
Total assets | $ | 62,326 |
| $ | 103,270 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Liabilities |
|
|
|
|
|
Accounts payable | $ | 370,094 |
| $ | 408,264 |
Accrued liabilities |
| 42,480 |
|
| 36,560 |
Due to related parties |
| 1,064,692 |
|
| 1,003,187 |
Notes and advances due to related parties |
| 887,621 |
|
| 875,130 |
Notes and advances payable |
| 168,804 |
|
| 165,609 |
Total liabilities |
| 2,533,691 |
|
| 2,488,750 |
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Common stock, $0.001 par value, 300,000,000 shares authorized; 62,923,063 shares issued and outstanding at August 31, 2023 and 2022 |
| 62,923 |
|
| 62,923 |
Additional paid-in capital |
| 7,272,701 |
|
| 7,272,701 |
Reserves |
| 366,493 |
|
| 366,493 |
Accumulated deficit |
| (10,229,730) |
|
| (10,152,777) |
Accumulated other comprehensive income |
| 56,248 |
|
| 65,180 |
Total stockholders’ deficit |
| (2,471,365) |
|
| (2,385,480) |
Total liabilities and stockholders’ deficit | $ | 62,326 |
| $ | 103,270 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
CELL MEDX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
|
| Three Months Ended August 31, | ||||
| 2023 |
| 2022 | |||
|
|
|
|
| ||
Revenue |
|
|
|
| ||
Sales |
| $ | - |
| $ | 516 |
Cost of goods sold |
|
| - |
|
| 797 |
Gross margin |
|
| - |
|
| (281) |
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
Consulting fees |
|
| 30,001 |
|
| 23,665 |
General and administrative expenses |
|
| 20,747 |
|
| 98,215 |
Research and development costs |
|
| 306 |
|
| 22,843 |
Total operating expenses |
|
| 51,054 |
|
| 144,723 |
|
|
|
|
|
|
|
Other items |
|
|
|
|
|
|
Interest |
|
| (25,899) |
|
| (9,681) |
Net loss |
|
| (76,953) |
|
| (154,685) |
|
|
|
|
|
|
|
Foreign currency translation |
|
| (8,932) |
|
| 58,994 |
Comprehensive loss |
| $ | (85,885) |
| $ | (95,691) |
|
|
|
|
|
|
|
Net loss per common share |
|
|
|
|
|
|
Basic and diluted |
| $ | (0.00) |
| $ | (0.00) |
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
|
|
|
|
Basic and diluted |
|
| 62,923,063 |
|
| 62,923,063 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
CELL MEDX CORP.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| Common Stock |
|
|
|
|
| |||||||
Shares | Amount | Additional Paid-in Capital | Reserves | Deficit Accumulated | Accumulated Other Comprehensive Income (Loss) | Total | |||||||
|
|
|
|
|
|
|
| ||||||
Balance - May 31, 2022 | 62,923,063 |
| 62,923 |
| 7,272,701 |
| 366,493 |
| (9,657,735) |
| (53,413) |
| (2,009,031) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended Aug 31, 2022 | - |
| - |
| - |
| - |
| (154,685) |
| - |
| (154,685) |
Translation to reporting currency | - |
| - |
| - |
| - |
| - |
| 58,994 |
| 58,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - Aug 31, 2022 | 62,923,063 | $ | 62,923 | $ | 7,272,701 | $ | 366,493 | $ | (9,812,420) | $ | 5,581 | $ | (2,104,722) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - May 31, 2023 | 62,923,063 | $ | 62,923 | $ | 7,272,701 | $ | 366,493 | $ | (10,152,777) | $ | 65,180 | $ | (2,385,480) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period ended Aug 31, 2023 | - |
| - |
| - |
| - |
| (76,953) |
| - |
| (76,953) |
Translation to reporting currency | - |
| - |
| - |
| - |
| - |
| (8,932) |
| (8,932) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - Aug 31, 2023 | 62,923,063 | $ | 62,923 | $ | 7,272,701 | $ | 366,493 | $ | (10,229,730) | $ | 56,248 | $ | (2,471,365) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
CELL MEDX CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| Three Months Ended August 31, | ||||
2023 |
| 2022 | |||
|
|
|
| ||
Cash flows used in operating activities |
|
|
| ||
Net loss | $ | (76,953) |
| $ | (154,685) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
Accrued interest on notes payable |
| 17,070 |
|
| 9,681 |
Accrued interest on vendor payables |
| 8,830 |
|
| - |
Unrealized foreign exchange |
| (5,407) |
|
| 37,352 |
Changes in operating assets and liabilities |
|
|
|
|
|
Other current assets |
| 750 |
|
| (2,471) |
Accounts payable |
| (1,263) |
|
| 1,101 |
Accrued liabilities |
| 5,916 |
|
| 2,949 |
Due to related parties |
| 10,700 |
|
| 30,418 |
Net cash flows used in operating activities |
| (40,357) |
|
| (75,655) |
|
|
|
|
|
|
Cash flows provided by financing activities |
|
|
|
|
|
Proceeds from notes due to related parties |
| - |
|
| 61,000 |
Net cash provided by financing activities |
| - |
|
| 61,000 |
|
|
|
|
|
|
Effects of foreign currency exchange on cash |
| 136 |
|
| (105) |
Decrease in cash |
| (40,221) |
|
| (14,760) |
Cash, beginning |
| 98,295 |
|
| 24,380 |
Cash, ending | $ | 58,074 |
| $ | 9,620 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
CELL MEDX CORP.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2023
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Cell MedX Corp. (Cell MedX, or the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada”) under the laws of the province of British Columbia. Cell MedX is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.
Unaudited Interim Financial Statements
The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2023, included in the Company’s Annual Report on Form 10-K, filed with the SEC on September 1, 2023. The interim unaudited condensed consolidated financial statements for the three-month period ended August 31, 2023, should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three-month period ended August 31, 2023, are not necessarily indicative of the results that may be expected for the year ending May 31, 2024.
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2023, the Company has not achieved profitable operations and has accumulated a deficit of $10,229,730. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes, and/or private placement of common stock.
NOTE 2 - RELATED PARTY TRANSACTIONS
Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at August 31, 2023, and at May 31, 2023:
August 31, 2023 | May 31, 2023 | |||
Due to the Chief Executive Officer (“CEO”) | $ | 85,000 | $ | 85,000 |
Due to the Chief Financial Officer (“CFO”) |
| 9,844 |
| 6,685 |
Due from the Vice President (“VP”), Technology and Operations |
| - |
| (2,249) |
Due to a company controlled by the Chief Operating Officer (“COO”) |
| 792,849 |
| 784,032 |
Due to a company controlled by the COO and a major shareholder |
| 3,190 |
| 3,173 |
Due to Live Current Media, Inc. (“LIVC”)(1) |
| 347 |
| 346 |
Due to a shareholder |
| 173,462 |
| 126,200 |
Due to related parties | $ | 1,064,692 | $ | 1,003,187 |
(1) LIVC is related to the Company through its director who is a close relative of the Company’s major shareholder.
The amounts due to related parties are unsecured, due on demand and bear no interest.
F-5
During the three-month periods ended August 31, 2023 and 2022, the Company had the following transactions with related parties:
August 31, 2023 |
| August 31, 2022 | |||
Management fees incurred to the CEO | $ | - |
| $ | 30,000 |
Consulting fees incurred to the CFO(1) |
| 7,500 |
|
| 7,500 |
Consulting fees incurred to the VP, Technology and Operations |
| - |
|
| 11,665 |
Consulting fees incurred to the company controlled by the COO |
| 22,501 |
|
| - |
Royalty incurred to LIVC |
| - |
|
| 16 |
Total transactions with related parties | $ | 30,001 |
| $ | 49,181 |
(1) During the three-month period ended August 31, 2023, the services provided by the CFO were recorded as part of consulting fees. In the prior period, the services provided by the CFO were recorded as part of management fees.
NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES
The tables below summarize the loans and advances due and payable to related parties as at August 31, 2023 and May 31, 2023:
As at August 31, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
| Accrued Interest | Total Book Value | ||||
$ | 640,870 | 6% | Related party loans payable (1) | $ | 73,746 | $ | 714,616 | |
| 127,391 | 10% | Related party loans payable (1) |
| 5,820 |
| 133,211 | |
| 39,794 | 0% | Advances(2) |
| - |
| 39,794 | |
$ | 808,055 |
|
| $ | 79,566 | $ | 887,621 | |
| ||||||||
As at May 31, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
| Accrued Interest | Total Book Value | ||||
$ | 642,049 | 6% | Related party loans payable (1) | $ | 63,497 | $ | 705,546 | |
| 127,351 | 10% | Related party loans payable (1) |
| 2,518 |
| 129,869 | |
| 39,715 | 0% | Advances(2) |
| - |
| 39,715 | |
$ | 809,115 |
|
| $ | 66,015 | $ | 875,130 | |
(1) Related Party Loans Payable
As at August 31, 2023, the Company owed a total of $714,616 under 6% notes payable due to related parties (May 31, 2023 - $705,546) of which $73,746 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2023 - $63,497).
As at August 31, 2023, the Company owed a total of $650,839 (May 31, 2023 - $640,655) under the notes payable with Mr. Jeffs, of which $64,639 (May 31, 2023 - $54,850) was associated with accrued interest. The notes payable are due on demand and accumulate interest at 6% annual interest compounded monthly. In addition, the notes payable, excluding $5,513 (CAD$7,500) note payable, are secured by a collateral, which provides that, upon a default of any payment of the amount owed under the loan agreements, Mr. Jeffs will have full right and title of ownership to the Company’s eBalance® Technology and any and all products developed by the Company and its subsidiary that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications the Company and its subsidiary have been granted. During the three-month period ended August 31, 2023, the Company recorded $9,763 in interest on the notes payable due to Mr. Jeffs (August 31, 2022 - $7,050).
As at August 31, 2023, the Company owed a total of $57,578 under loan agreements with Mr. David Jeffs, the close relative of Mr. Richard Jeffs (May 31, 2023 - $56,194). The $14,781 (CAD$20,000) loan bears 6% annual interest and $7,390 (CAD$10,000) loan bears 10% annual interest. These loans are unsecured, payable on demand, and interest compounds monthly at prescribed rates. The $30,000 loan bears interest at 10% per annum compounded monthly, is unsecured, and was payable on April 24, 2023, and is therefore in default as at the date of publishing these condensed consolidated financial statements. During the three-month period ended August 31, 2023, the Company recorded $1,257 in interest on the principal (August 31, 2022 - $264).
F-6
As at August 31, 2023, the Company owed a total of $29,023 under a loan agreement with a company of which Mr. David Jeffs is a director of (May 31, 2023- $28,589). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the three-month period ended August 31, 2023, the Company recorded $435 in interest on the principal (August 31, 2022 - $409).
As at August 31, 2023, the Company owed a total of $12,817 under a loan agreement with Mrs. Jeffs, wife of Mr. Jeffs (May 31, 2023 - $12,558). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the three-month period ended August 31, 2023, the Company recorded $195 in interest on the principal (August 31, 2022 - $190).
As at August 31, 2023, the Company owed $3,861 (May 31, 2023 - $6,032) under unsecured note payable with Mr. Hargreaves, the Company’s VP of Technology and Operations. At June 1, 2023, Mr. Hargreaves requested to offset the amount he owed to the Company as at May 31, 2023, being US$2,249 (CAD$3,059), against the amount the Company owed to him under the note payable. During the three-month period ended August 31, 2023, the Company recorded $58 in interest on the note payable due to Mr. Hargreaves (August 31, 2022 - $91).
As at August 31, 2023, the Company owed a total of $93,710 under loan agreements with Mr. Amir Vahabzadeh, the Company’s shareholder (May 31, 2023 - $91,387). The loans are unsecured, and bear 10% annual interest compounded monthly. The note payable for a total of $30,000 was payable on April 24, 2023, and as of the date of these condensed consolidated financial statements is in default. The remaining notes payable, totaling $60,000, are payable on demand. During the three-month period ended August 31, 2023, the Company recorded $2,323 in interest on the principal (August 31, 2022 - $Nil).
(2) Advances Payable
As at August 31, 2023, the Company owed a total of $39,794 (May 31, 2023 - $39,715) for advances the Company received in its fiscal 2020 and 2021 years. The advances are non-interest bearing, unsecured, and payable on demand. Of the total amount advanced, $3,708 was owed to Da Costa Management Corp, a company owned by John da Costa, the Company’s COO and Director (May 31, 2023 - $3,688), $11,086 (May 31, 2023 - $11,027) was owed to Brek Technologies Inc., a company controlled by Mr. da Costa and Mr. Jeffs, and $25,000 (May 31, 2023 - $25,000) was owed to Mr. David Jeffs.
NOTE 4 - NOTES AND ADVANCES PAYABLE
As at August 31, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
| Accrued Interest | Total Book Value | ||||
$ | 94,058 | 6% | Loans payable | $ | 23,292 | $ | 117,350 | |
| 50,000 | 10% | Loans payable |
| 1,454 |
| 51,454 | |
$ | 144,058 |
|
| $ | 24,746 | $ | 168,804 | |
As at May 31, 2023 | ||||||||
Principal Outstanding | Interest Rate per Annum |
| Accrued Interest | Total Book Value | ||||
$ | 93,936 | 6% | Loans payable | $ | 21,495 | $ | 115,431 | |
| 50,000 | 10% | Loans payable |
| 178 |
| 50,178 | |
$ | 143,936 |
|
| $ | 21,673 | $ | 165,609 | |
During the three-month period ended August 31, 2023, the Company recorded $3,038 in interest on the loans payable (August 31, 2023 - $1,677).
NOTE 5 - OTHER CURRENT ASSETS
As at August 31, 2023, other current assets consisted of $1,002 in prepaid expenses (May 31, 2023 - $1,750) and $3,250 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2023 - $3,225).
F-7
NOTE 6 - REVENUE
During the three-month period ended August 31, 2022, the Company’s revenue consisted of monthly subscriptions to eBalance® microcurrent treatments. As at May 31, 2023, the Company had stopped all its commercial activity due to loss of licenses issued previously by Health Canada, therefore the Company had no revenue for the three-month period ended August 31, 2023.
Following are the details of revenue and associated costs:
| Three months ended August 31, | |||
| 2023 | 2022 | ||
Monthly subscriptions | $ | - | $ | 516 |
Cost of services |
| - |
| (781) |
Royalty payable |
| - |
| (16) |
Gross margin | $ | - | $ | (281) |
NOTE 8 - SHARE CAPITAL
During the three-month period ended August 31, 2023, the Company did not have any transactions that would have resulted in the issuance of its common shares.
As at August 31, 2023, the Company did not have any options or warrants issued and exercisable.
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the “Risk Factors” in Part II, Item 1A of this Quarterly Report.
The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2023, filed with the United States Securities and Exchange Commission (the “SEC”) on September 1, 2023.
Overview
We were incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, we formed our wholly owned subsidiary, Cell MedX (Canada) Corp., (the “Subsidiary”) under the laws of the Province of British Columbia.
We are a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, Parkinson’s disease, high blood pressure, neuropathy and kidney function. Our Subsidiary is engaged in development and manufacturing of therapeutic devices based on our proprietary eBalance® Technology, which harnesses power of microcurrents and their effects on human body.
Recent Corporate Developments
BCSC Cease Trade Order
On October 11, 2022, the British Columbia Securities Commission (the “BCSC”) issued a cease trade order in respect of the securities of the Company for failing to timely file its Annual Information Form (AIF), annual audited financial statements for the fiscal year ended May 31, 2022, and the related management’s discussion and analysis (collectively, the “Canadian Filings”). The Company’s inability to file the required Canadian Filings was due to the Company having insufficient funds to complete the audit of its annual financial statements. The Company had filed its Canadian Filings on April 7, 2023, and filed all required quarterly reports by June 29, 2023. The Company filed its Annual Report on Form 10-K for the year ended May 31, 2023 on September 1, 2023, and on September 5, 2023 the Company submitted a request to the BCSC to lift the CTO on the grounds that the Company had filed all required regulatory filings. As of the date of this Quarterly Report on Form 10-Q, BCSC is in a process of reviewing the Company’s Annual Report and all related filings to determine if the Company is in compliance with continuous disclosure requirements in order for the CTO to be lifted.
Delisting from OTCQB Market Tier
Our securities currently trade on OTC Pink tier operated by OTC Markets. During the year ended May 31, 2023, the Company was in default of Section 2.2 of the OTCQB Standards relating to the Company’s ongoing disclosure obligations due to the late filing of its Annual Report for the year ended May 31, 2022, and for non-filing of the quarterly reports for the interim periods ended August 31, 2022, November 30, 2022 and February 28, 2023. The Company had filed its Annual Report for the year ended May 31, 2022, on April 7, 2023, and filed all required quarterly reports by June 29, 2023.
2
Results of Operations for the Three Months ended August 31, 2023 and 2022
Our operating results for the three-month periods ended August 31, 2023 and 2022, and the changes in the operating results between those periods are summarized in the table below.
| August 31, 2023 | August 31, 2022 | Percentage Increase/ (Decrease) | ||
Sales | $ | - | $ | 516 | (100.0)% |
Cost of goods |
| - |
| (797) | (100.0)% |
Gross margin |
| - |
| (281) | (100.0)% |
Operating expenses |
|
|
|
|
|
Consulting fees |
| 30,001 |
| 31,165 | (3.7)% |
General and administrative expenses |
| 20,747 |
| 90,715 | (77.1)% |
Research and development costs |
| 306 |
| 22,843 | (98.7)% |
Total operating expenses |
| 51,054 |
| 144,723 | (64.7)% |
Interest |
| 25,899 |
| 9,681 | 167.5% |
Net loss | $ | 76,953 | $ | 154,685 | (50.3)% |
Revenues
During the three-month period ended August 31, 2023, we did not generate any revenue, as compared to $516 in revenue we generated during the three-month period ended August 31, 2022. This revenue consisted of monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $797.
As of the date of this Quarterly Report on Form 10-Q, our revenue-generating activities associated with sales of eBalance® Home and Pro Systems, as well as monthly recurring revenue from the online sales of eBalance® treatment packages continue to be suspended as a result of the cancellation of Health Canada Class II Medical Device licenses for our eBalance® Pro System, and eBalance® Home System.
Operating Expenses
During the three-month period ended August 31, 2023, our operating expenses decreased by 64.7% from $144,723 we incurred during the three months ended August 31, 2022, to $51,054 we incurred during the three months ended August 31, 2023. The most significant changes were as follows:
·During the three-month period ended August 31, 2023, our consulting fees decreased by $1,164, or 3.7%, from $31,165 we incurred during the three-month period ended August 31, 2022, to $30,001 we incurred during the three-month period ended August 31, 2023.
·Our research and development fees for the three-month period ended August 31, 2023, decreased by $22,537, or 98.7%, from $22,843 we incurred during the three-month period ended August 31, 2022, to $306 we incurred during the three-month period ended August 31, 2023. The lower research and development fees during the three-month period ended August 31, 2022, were associated with our decision to suspend further development of the eBalance® devices due to lack of funding and unfavorable financial position.
·Our general and administrative fees for the three-month period ended August 31, 2023, decreased by $69,968, or 77.1%, from $90,715 we incurred during the three-month period ended August 31, 2022, to $20,747 we incurred during the three-month period ended August 31, 2023. The largest factor that contributed to this change was associated with decrease in our management fees of $30,000, to $Nil, as during the current period ended August 31, 2023, the fees we pay to our CFO have been included in consulting fees, in addition, during comparative period we accrued $30,000 payable to our CEO, as compared to $Nil accrued in the current period. In addition, during the current period, we recorded $5,409 in foreign exchange gain as compared to $40,823 in foreign exchange loss we recorded for the comparative period ended August 31, 2022. The corporate communications fees decreased by $7,323 to $626. These decreases were in part offset by $10,700 increase to our audit and accounting fees, and $3,502 increase in professional fees to $3,943, which resulted from the legal assistance we needed in preparing submission to BCSC with request to revoke the CTO.
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Other Items
During the three-month period ended August 31, 2023, we accrued $25,899 (August 31, 2022 - $9,681) in interest associated with the outstanding notes payable.
Liquidity and Capital Resources
Working Capital
| As at August 31, 2023 |
| As at May 31, 2023 |
| Percentage Increase/ (Decrease) | ||
Current assets | $ | 62,326 |
| $ | 103,270 |
| (39.6)% |
Current liabilities |
| 2,533,691 |
|
| 2,488,750 |
| 1.8% |
Working capital deficit | $ | (2,471,365) |
| $ | (2,385,480) |
| 3.6% |
As of August 31, 2023, we had a cash balance of $58,074, a working capital deficit of $2,471,365 and cash flows used in operations of $40,357 for the period then ended. During the three-month period ended August 31, 2023, we funded our operations with funds we borrowed under loan agreements which we entered into during the quarter ended May 31, 2023, which accumulate interest at 10% per annum, compounded monthly, and are due on demand.
We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the three-month period ended August 31, 2023. The amount of cash we have generated from our operations to date is significantly less than our current debt obligations. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the outstanding notes and advances payable, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.
Cash Flows
| Three months ended August 31, | ||||
| 2023 |
| 2022 | ||
Cash flows used in operating activities | $ | (40,357) |
| $ | (75,655) |
Cash flows provided by financing activities |
| - |
|
| 61,000 |
Effects of foreign currency exchange on cash |
| 136 |
|
| (105) |
Net decrease in cash during the period | $ | (40,221) |
| $ | (14,760) |
Net Cash Used in Operating Activities
Net cash used in operating activities during the three months ended August 31, 2023, was $40,357. This cash was primarily used to cover our cash operating expenses of $56,460, which were represented by net loss of $76,953 reduced by the non-cash items totaling $20,493, and to decrease our accounts payable by $1,263. These uses of cash were offset by $10,700 increase in amounts due to related parties, $5,916 increase to accrued liabilities, and $750 decrease in other current assets.
Net cash used in operating activities during the three months ended August 31, 2022, was $75,655. This cash was primarily used to cover our cash operating expenses of $107,652, which were represented by net loss of $154,685 reduced by the non-cash items totaling $47,033, and to increase our other current assets by $2,471. These uses of cash were offset by $30,418 increase in amounts due to related parties, $2,949 increase to accrued liabilities, and $1,101 increase to our accounts payable.
Non-cash transactions
During the three-month period ended August 31, 2023, our net loss was affected by the following expenses that did not have any impact on cash used in operations:
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·$25,900 (August 31, 2022 - $9,681) in interest we accrued on the outstanding notes payable; and
·$5,407 in unrealized foreign exchange gain (August 31, 2022 - $37,352 loss), which resulted from fluctuations of Canadian dollar, the functional currency of Cell MedX Canada, in relation to US dollar, the functional currency of our parent company, being also our reporting currency;
Net Cash Used in Investing Activities
We did not have any investing activities during the three-month periods ended August 31, 2023 and 2022.
Net Cash Provided by Financing Activities
We did not have any financing activities during the three-month periods ended August 31, 2023.
During the three-month period ended August 31, 2022, we received $61,000 under a number of loan agreements with Mr. Jeffs, which are payable on demand and accumulate interest at 6% per annum. On October 12, 2022, we reached an agreement with Mr. Jeffs to amend certain terms included in the loan agreements with him totaling approximately $539,325. Under the amended terms, upon a default of any payment of the amount owed under the amended loan agreements, Mr. Jeffs will have full right and title of ownership to our eBalance® Technology and any and all products developed by us and our subsidiary that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications we were granted. All other terms of the loan agreements, including repayment date and interest rate, remained substantially the same.
Going Concern
The notes to our unaudited condensed consolidated financial statements as at August 31, 2023, disclose our uncertain ability to continue as a going concern. Our current business operations are in an early development stage and as such, we were able to generate only minimal revenue from the operations. Our research and development as well as marketing plans require large capital expenditures. Due to the financial difficulties the Company faces, we decided to abandon the research and development plans associated with our eBalance® technology, until such time that the Company has regained its financial stability. The management is planning to mitigate the Company’s shortfall in funds through equity or debt financing.
As at August 31, 2023, we had accumulated a deficit of $10,229,730 since inception and additional funding will be required to support our operations. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our unaudited condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently.
Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure
None.
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Item 3. Quantitative and Qualitative Disclosure about Market Risk
None
Item 4. Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.
During the quarter ended August 31, 2023, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There is a high degree of risk associated with investing in our securities. Prospective investors should carefully read this Quarterly Report on Form 10-Q and consider the following risk factors when deciding whether to purchase our securities.
The risk factors outlined below are some of the known, substantial, material and potential risks that could adversely affect our business, financial condition, operating results and common share value. We cannot assure that we will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
Risks Associated with our Company and our Industry
We operate in a highly competitive market. We face competition from large, well established medical device manufacturers and pharmaceutical companies in the market for treatment of pain and management of diabetes and related ailments. Many of these companies are very well accepted by health practitioners and have significant resources, and we may not be able to compete effectively.
The market for treatment and management of diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, the MediSense Inc., and TheraSense Inc. These competitors’ products are based on traditional healthcare model and are well accepted by health practitioners and patients. If these companies decide to penetrate our target market they could threaten our position in the market.
We are subject to numerous governmental regulations which can increase our costs of developing the eBalance® Technology and products based on this technology.
Our products are subject to rigorous regulation by the FDA, Health Canada and numerous international, supranational, federal, and state authorities. The process of obtaining regulatory approvals to market a medical device can be costly and time-consuming, and approvals may not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all. Delays in the receipt of, or failure to obtain approvals for, our products, or new indications and uses, could result in delayed realization of product revenues, reduction in revenues, and in substantial additional costs. In addition, no assurance can be given that we will remain in compliance with applicable FDA, Health Canada and other regulatory requirements once approval or marketing authorization has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, advertising, and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns.
Changes in the health care regulatory environment may adversely affect our business.
A number of the provisions of the U.S. Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 and its amendments changed access to health care products and services and established new fees for the medical device industry. Future rulemaking could increase rebates, reduce prices or the rate of price increases for health care products and services, or require additional reporting and disclosure. We cannot predict the timing or impact of any future rulemaking.
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Inability to protect and enforce our intellectual property rights could adversely affect our financial results.
Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames, and other forms of trade dress, are important to our business. An inability to defend, protect and enforce our intellectual property rights could adversely affect our financial results, even if we are successful in developing and marketing products based on the eBalance® Technology. In addition, an adverse outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of our intellectual property rights are invalid could allow our competitors to compete more easily and cost-effectively. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material adverse effect on our business, financial condition, or results of operations.
The cost to us of any patent litigation or interference proceeding could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or interference proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.
Competitors’ intellectual property may prevent us from selling our products or have a material adverse effect on our future profitability and financial condition.
Competitors may claim that our technology infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require us to enter into license agreements. We cannot guarantee that we would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject us to significant damages or an injunction preventing the manufacture, sale or use of our product. Any of these events could have a material adverse effect on our profitability and financial condition.
Our research and development efforts may not result in the development of commercially successful products based on our eBalance® Technology, which may hinder our profitability and future growth.
We continue to further research our eBalance® Technology and develop products based on the technology. In order to develop commercially marketable products, we will be required to commit substantial efforts, funds, and other resources to research and development. A high rate of failure is inherent in the research and development of new products and technologies. We must make ongoing substantial expenditures without any assurance that our efforts will be commercially successful.
Failure can occur at any point in the process, including after significant funds have been invested. Planned products may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.
Even if we successfully develop marketable products or commercially develop our current technology, we may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations.
Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. We cannot state with certainty when or whether our products under development will be launched, whether we will be able to develop, license, or otherwise acquire new products, or whether any products will be commercially successful. Failure to launch successful new products or new indications for existing products may cause our products to become obsolete, causing our revenues and operating results to suffer.
New products and technological advances by our competitors may negatively affect our results of operations.
Our products face intense competition from our competitors. Competitors’ products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than our products. We cannot predict with certainty the timing or impact of the introduction of competitors’ products.
8
Significant safety concerns could arise for our products, which could have a material adverse effect on our revenues and financial condition.
Health care products typically receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Following regulatory approval, these products will be used over longer periods of time in many patients. Investigators may also conduct additional, and perhaps more extensive, studies. If new safety issues are reported, we may be required to amend the conditions of use for a product. For example, we may be required to provide additional warnings on a product’s label or narrow its approved intended use, either of which could reduce the product’s market acceptance. If serious safety issues arise with our product, sales of the product could be halted by us or by regulatory authorities. Safety issues affecting suppliers’ or competitors’ products also may reduce the market acceptance of our products.
Inability to attract and maintain key personnel may cause our business to fail.
Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the healthcare industry to recruit and retain competent employees and consultants. If we cannot maintain qualified personnel to meet the needs of our anticipated growth, we could face material adverse effects on our business and financial condition.
We are recently formed, lack operating history and to date have generated only minimal revenues. If we cannot increase our revenues to start generating profits, our investors may lose their entire investment.
We are a recently formed company and to date have generated only minimal revenues. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing. We have a limited operating history and thus our progress as well as potential future success cannot be reasonably estimated. Success has yet to be proven and financial losses should be expected to continue in the near future and at least until such time that we enter commercial production of devices based on the eBalance® Technology, of which there is no assurance. As a new business, we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have an accumulated deficit of $10,229,730 and there is no guarantee, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.
We need to acquire additional financing, or our business will fail.
We must obtain additional capital, or our business will fail. In order to continue development of our eBalance® Technology, apply for medical licenses, FDA approvals, and to carry our additional observational and clinical trials, we must secure more funds. Currently, we have limited resources and have already accumulated a deficit. We do not have immediate sources of financing. Financing may be subject to numerous factors including investor sentiment, acceptance of our technology and so on. We may also have to borrow large sums of money that require substantial capital and interest payments.
Risks related to our stock
We expect to raise additional capital through the offering of more shares, which will result in dilution to our current shareholders.
Raising additional capital through future offerings of common stock is expected to be necessary for our Company to continue. However, there is no guarantee that we will be successful in raising additional capital. Issuance of additional stock will increase the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of our shareholders.
We expect to convert some of the existing debt into shares of our common stock, which will result in dilution to our current shareholders.
In order to reduce our liabilities and improve our financial position we may convert some of the debt to shares of our common stock. Issuance of additional stock will increase the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of our shareholders further diluting their position.
9
Due to the current financial situation, and to improve likelihood of successful financing in the future we may decide to consolidated issued and outstanding shares of our common stock.
In order to improve our financial position we may elect to consolidate our issued and outstanding shares of common stock. The effect of a share consolidation on the per share trading price of the Company’s common stock cannot be predicted with any certainty, and the history of share consolidations for other companies is varied, particularly since some investors may view a share consolidation negatively. It is possible that the per share trading price of the Company’s common stock after a share consolidation would not increase in the same proportion as the reduction in the number of the Company’s outstanding shares of common stock following the share consolidation or at all, and a share consolidation may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. The Company cannot assure you that, if a share consolidation is implemented, its common stock will be more attractive to investors. If the Company implements a share consolidation, the per share trading price of its common stock may decrease due to factors unrelated to the share consolidation, including its future performance. If a share consolidation is consummated and the per share trading price of the Company’s common stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of a share consolidation.
A share consolidation may decrease the liquidity of the Company’s common stock and result in higher transaction costs. The liquidity of the Company’s common stock may be negatively impacted by a share consolidation, given the reduced number of shares that would be outstanding after the share consolidation, particularly if the per share trading price does not increase as a result of the share consolidation. In addition, if a share consolidation is implemented, it will increase the number of the Company’s stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock.
There is a limited market for our common stock meaning that our shareholders may not be able to resell their shares.
Our common stock currently has a limited market which may restrict shareholders’ ability to resell their stock or use their stock as collateral. Thus, the shareholders may have to sell their shares privately which may prove exceedingly difficult. Private sales are more difficult and often give lower than anticipated prices.
Should a larger public market develop for our stock, future sales of shares may negatively affect their market price.
Even if a larger market develops, the shares may be sparsely traded and have wide share price fluctuations. Liquidity may be low despite there being a market, making it difficult to get a return on the investment. The price also depends on potential investor’s feelings regarding the results of our operations, the competition of other companies’ shares, our ability to generate future revenues, and market perception about future of microcurrent technologies.
Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
·contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
·contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
·contains a toll-free telephone number for inquiries on disciplinary actions;
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·defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·contains such other information and is in such form, including language, type, size, and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
We have not paid nor anticipate paying cash dividends on our common stock.
We have not declared any dividends on our common stock during the past two fiscal years or at any time in our history. The Nevada Revised Statutes (the “NRS”), provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:
(a)we would not be able to pay our debts as they become due in the usual course of business; or
(b)except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.
We do not expect to declare any dividends in the foreseeable future as we expect to spend any funds legally available for the payment of dividends on the development of our business.
We are an OTC reporting issuer under applicable Canadian securities laws. The British Columbia Securities Commission has issued a cease trade order in respect of our securities for failing to comply with our reporting obligations under applicable Canadian securities laws.
As an “OTC reporting issuer” under applicable Canadian securities laws, we are required to make periodic filings with applicable Canadian securities authorities, including annual and interim financial statements and management’s discussion & analysis relating to those periods. Due to a lack of sufficient funds, we were late filing our Annual Report for the fiscal year ended May 31, 2022, and for the interim periods ended August 31, 2022, November 30, 2022, and February 28, 2023. On October 11, 2022, the British Columbia Securities Commission issued a cease trade order (the “CTO”) in respect of our securities. As a result of this order, holders of our securities in Canada are not able to trade in our securities until the order is revoked. On September 5, 2023, we submitted a request to the BCSC to lift the CTO on the grounds that we had filed all required regulatory filings. As of the date of this Quarterly Report on Form 10-Q, BCSC is in a process of reviewing the Company’s Annual Report and all related filings to determine if the Company is in compliance with continuous disclosure requirements in order for the CTO to be lifted.
No assurance that forward-looking assessments will be realized.
Our ability to accomplish our objectives and whether or not we are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management’s control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.
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FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
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Item 6. Exhibits
Exhibit |
|
|
Number |
| Description of Document |
| Articles of Incorporation (2) | |
| Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3) | |
| Articles of Merger - Cell MedX Corp. and Sports Asylum, Inc.(3) | |
| Bylaws (1) | |
| Specimen Stock Certificate (1) | |
| Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(4) | |
| First Amendment Agreement dated October 28, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(5) | |
| Second Amendment Agreement dated November 13, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(6) | |
| Stock Option Agreement dated August 5, 2015 among Cell MedX Corp. and Frank E. McEnulty.(7) | |
| Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Yanika Silina(8) | |
| Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Da Costa Management Corp.(8) | |
| Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and John Giovanni Di Cicco.(8) | |
| Intellectual Property Royalty Agreement between Cell MedX Corp. and Brek Technologies Inc., dated for reference September 6, 2018.(9) | |
| Royalty Agreement between Cell MedX Corp. and Mr. Richard Norman Jeffs, dated for reference September 6, 2018.(9) | |
| Credit Line Agreement dated December 27, 2018, between Richard Norman Jeffs and Cell MedX Corp.(10) | |
| Distribution Agreement between Cell MedX Corp. and Live Current Media, Inc., dated for reference March 21, 2019. (11) | |
| Loan Agreement and Note Payable dated September 4, 2019, among Cell MedX Corp. and Longview Investment Limited (12) | |
| Loan Agreement and Note Payable dated September 6, 2019, among Cell MedX Corp. and Rain Communications Corp. (12) | |
| Loan Agreement and Note Payable dated September 16, 2019, among Cell MedX Corp. and Longview Investment Limited(12) | |
| Loan Agreement and Note Payable dated September 19, 2019, among Cell MedX Corp. and Rain Communications Corp. (12) | |
| Loan Agreement and Note Payable dated September 20, 2019, among Cell MedX Corp. and Longview Investment Limited(12) | |
| Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Longview Investment Limited (12) | |
| Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Rain Communications Corp. (12) | |
| Loan Agreement and Note Payable dated December 3, 2019, among Cell MedX Corp. and Longview Investment Limited (13) | |
| Loan Agreement and Note Payable dated January 6, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated January 9, 2020, among Cell MedX Corp. and Longview Investment Limited(13) |
13
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement and Note Payable dated January 31, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Buyback agreement between Live Current Media Inc. and Cell MedX Corp., dated January 29, 2020.(14) | |
| Loan Agreement and Note Payable dated February 17, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated March 4, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated March 25, 2020, among Cell MedX Corp. and Longview Investment Limited(13) | |
| Loan Agreement and Note Payable dated April 13, 2020, among Cell MedX Corp. and Longview Investment Limited(15) | |
| Loan Agreement dated July 3, 2020, among Cell MedX Corp. and David Jeffs. (15) | |
| Loan Agreement and Note Payable dated August 31, 2020, among Cell MedX Corp. and Tradex Capital Corp.(15) | |
| Loan Agreement and Note Payable dated September 2, 2020, among Cell MedX Corp. and Rain Communications Corp.(16) | |
| Loan Agreement and Note Payable dated October 26, 2020, among Cell MedX Corp. and Rain Communications Corp.(16) | |
| Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17) | |
| Loan Agreement and Note Payable dated January 21, 2021, among Cell MedX Corp. and Rain Communications Corp. (17) | |
| Loan Agreement and Note Payable dated February 16, 2021, among Cell MedX Corp. and Rain Communications Corp.(17) | |
| Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(19) | |
| Loan Agreement and Note Payable dated April 15, 2021, among Cell MedX Corp. and Richard Jeffs.(19) | |
| Loan Agreement and Note Payable dated May 18, 2021, among Cell MedX Corp. and Richard Jeffs.(19) | |
| Independent Contractors Services Agreement between the Company and Mr. Issacs and Mr. Cavalli dated for reference May 24, 2021.(18) | |
| Independent Contractors Services Agreement between the Company and Jim MacFarlane, dba Griffith Armada Capital, dated for reference May 24, 2021.(18) | |
| Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(19) | |
| Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(20) | |
| Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (20) | |
| Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (20) | |
| Loan Agreement and Note Payable dated November 29, 2021, among Cell MedX Corp. and Bradley Hargreaves. (20) |
14
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21) | |
| Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23) | |
| Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs. (22) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs. (22) | |
| Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated January 24, 2023, among Cell MedX Corp. and David Jeffs.(23) | |
| Loan Agreement dated January 24, 2023, among Cell MedX Corp. and Amir Vahabzadeh.(23) | |
| Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23) | |
| Loan Agreement dated April 11, 2023, among Cell MedX Corp. and Amir Vahabzadeh. (24) | |
| Loan Agreement dated April 25, 2023, among Cell MedX Corp. and David Jeffs. (24) | |
| Loan Agreement dated May 16, 2023, among Cell MedX Corp. and Amir Vahabzadeh. (25) | |
| Loan Agreement dated Maya 18, 2023, among Cell MedX Corp. and Sam Ahdoot.(25) |
15
Exhibit |
|
|
Number |
| Description of Document |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 |
| The following materials from this Quarterly Report on Form 10-Q for the three-month periods ended August 31, 2023 and 2022 formatted in iXBRL (extensible Business Reporting Language): |
|
| (1) Unaudited Condensed Consolidated Balance Sheets at August 31, 2023 and as at May 31, 2023. |
|
| (2) Unaudited Condensed Consolidated Statements of Operations for the three-month periods ended August 31, 2023 and 2022. |
|
| (3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at August 31, 2023. |
|
| (4) Unaudited Condensed Consolidated Statements of Cash Flows for the three-month periods ended August 31, 2023 and 2022. |
(1)Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed with SEC on July 13, 2010
(2)Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with SEC on October 13, 2010
(3)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014
(4)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on October 17, 2014
(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 3, 2014
(6)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 18, 2014
(7)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2015
(8)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 17, 2017
(9)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2018
(10)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2018
(11)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019
(12)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2020
(13)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2020
(14)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020
(15)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020
(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021
(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021
(17)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021
(18)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2021
(19)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021
(20)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on January 12, 2022
(21)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on April 14, 2022
(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022
(23)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023
(24)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on May 19, 2023
(25)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Cell MedX Corp. | |
|
| |
Date: October 16, 2023 | By: | /s/ Dwayne Yaretz |
|
| Dwayne Yaretz |
|
| Chief Executive Officer and Director |
|
| (Principal Executive Officer) |
|
|
|
|
|
|
Date: October 16, 2023 | By: | /s/Yanika Silina |
|
| Yanika Silina |
|
| Chief Financial Officer and Director |
|
| (Principal Accounting Officer) |
17