CMXC Cell MedX Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 7, 2023

CELL MEDX CORP.

(Exact name of registrant as specified in its charter)

123 W. Nye Ln, Suite 446 Carson City, NV 89706

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On November 7, 2023, Mr. Joao da Costa resigned as Chief Operating Officer of Cell MedX Corp. (the “Company”).  Mr. da Costa will continue to serve as a director of the Company.  Mr. da Costa’s resignation was not due to any disagreement with the Company on any matter relating to the registrant’s operations, policies or practice or otherwise.

Also on November 7, 2023, the Company’s Board of Directors appointed Mr. Dwayne Yaretz, Mr. da Costa and Mr. George Adams as new members of the Company’s Audit Committee. Following Mr. da Costa’s resignation as Chief Operating Officer, Mr. da Costa and Mr. Adams are “independent” within the meaning set forth in Canadian National Instrument 52-110 Audit Committees (“NI 52-110”) and Item 407(a) of Regulation SK.  Mr. Yaretz is not independent due to his acting as the Chief Executive Officer of the Company.  Each of Mr. Yaretz, Mr. Adams and Mr. da Costa is “financially literate” within the meaning set forth in NI 52-110 and qualify as “audit committee financial experts” as defined in Item 407(d) of Regulation SK.

A copy of the Company’s news release regarding the resignation of Mr. da Costa, and appointment of the new members of the audit committee is attached to this Form 8-K.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS. 

(d)  Exhibits

The following exhibits are provided with this Current Report:

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SIGNATURE

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

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CELL MEDX CORP. OTC PINK: CMXC

FOR IMMEDIATE RELEASE NOVEMBER 9, 2023

Cell MedX Corp. Appoints Audit Committee and Accepts Resignation of Chief Operating Officer

Vancouver, BC, November 9, 2023, Cell MedX Corp. (OTC Pink: CMXC) (“Cell MedX” or the “Company”), a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness, is pleased to announce that it has appointed Mr. Dwayne Yaretz, Mr. George Adams and Mr. Joao (John) da Costa as members of the Company’s Audit Committee.

The Company also announces that Mr. Joao da Costa has resigned as Chief Operating Officer of the Company.  Mr. da Costa will continue to serve as a director of Cell MedX and as a member of the audit committee.  Following Mr. da Costa’s resignation as Chief Operating Officer, Mr. da Costa and Mr. Adams are “independent” within the meaning set forth in National Instrument 52-110 Audit Committees (“NI 52-110”).  Mr. Yaretz is not independent due to his acting as the Chief Executive Officer of the Company. Each of Mr. Yaretz, Mr. Adams and Mr. da Costa is “financially literate” within the meaning set forth in NI 52-110.

About Cell MedX Corp. (OTC Pink: CMXC)

Cell MedX Corp. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, Parkinson’s disease, high blood pressure, neuropathy and kidney function. The Company’s main focus is on continued research and development of its eBalance® Technology and its eBalance® Home and eBalance® Pro Systems.

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

Dwayne Yaretz

Director, CEO

Forward Looking Statements

The information included in this press release has not been reviewed by the FDA or Health Canada, nor has it been peer reviewed. This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects”, “intends”, “estimates”, “projects”, “anticipates”, “believes”, “could”, and other similar words. All statements addressing product performance, events, or developments that the Company expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in the Company’s Quarterly, Annual and Current Reports filed with the United States Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Company’s forward-looking statements. Except as required by law, Cell MedX Corp. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can

be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Cell MedX Corp. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.

SOURCE:

Cell MedX Corp.

For further information visit: www.cellmedx.com.

Investor Relations: 1-844-238-2692