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): ~~June~~December 126, 2023

AXIM BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54296

27-4092986

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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

(858) 923-4422

(Registrant’s telephone number, including area code)

(Former name if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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

Title of each class Trading ~~Symbol~~Symbols(s) Name of each exchange on which is registered

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

Emerging growth company ☐

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

Item 1.0101Entry ~~Entry~~ into a Material Definitive Agreement.

OnEffective ~~June~~December 126, 2023, AXIM Biotechnologies, Inc., ~~a Nevada corporation~~ (the “Company”), entered into ana ~~Equity~~Convertible Note Purchase Agreement (the ~~“Purchase~~ "Agreement”") with anMedical ~~institutional~~Marijuana, ~~accredited~~Inc ~~investor~~ (~~the~~ “~~Investor~~MJNA”), ~~pursuant~~currently toan ~~which~~affiliate ~~the Investor committed to purchase up to $20,000,000~~ of the Company’s ~~common~~and ~~stock~~one ~~(the~~of ~~“Financing”).~~its ~~Capitalized~~largest ~~terms~~shareholders, ~~not~~for ~~defined~~the ~~herein~~purchase ~~shall~~of ~~have~~up ~~the~~to ~~meaning~~$750,000 ~~set~~face ~~forth~~value in ~~the~~convertible ~~Purchase Agreement~~notes. Also, aeffective ~~copy~~December of26, ~~which~~2023, isMJNA ~~attached~~purchased asits ~~Exhibit~~first ~~10.1~~convertible tonote, face ~~this~~value ~~Current~~of ~~Report~~$100,000, onunder ~~Form~~the ~~8-K~~terms ~~and~~of isthe ~~incorporated~~Agreement by(the ~~reference~~"Initial ~~herein~~Note").

~~Pursuant~~Under to the ~~Financing,~~terms ~~upon~~of ~~filing~~the ~~and~~Agreement, ~~effectiveness~~until ofJune a26, ~~Registration~~2025, ~~Statement~~MJNA onhas ~~Form~~the ~~S-1~~option, ~~and~~but ~~provided~~not ~~that~~the ~~certain~~obligation, ~~other~~to ~~closing~~purchase ~~conditions~~up ~~are~~to ~~met~~$750,000 ~~the~~in ~~Company~~convertible ~~shall~~notes ~~have~~to be issued by the ~~right~~Company, ~~but~~which ~~not~~includes the ~~obligation~~Initial Note for $100,000. The tonotes ~~direct~~shall ~~the~~bear ~~Investor~~interest toat ~~purchase~~the ~~shares~~rate of ~~the~~5.25% per ~~Company’s~~annum, ~~common~~which ~~stock~~is ~~(the~~payable ~~“Put~~annually ~~Shares”)~~beginning ason ~~follows:~~December ~~(i)~~26, in2024, aand ~~minimum~~each ~~amount~~year ofthereafter ~~not~~until ~~less~~maturity ~~than~~on ~~$10~~December 26,~~000~~ ~~and~~2033. Any notes acquired by MJNA pursuant to the Agreement (iiincluding the Initial Note) inare aconvertible ~~maximum~~at ~~amount~~any oftime ~~$250,000;~~prior ~~provided,~~to ~~however~~the maturity date, ~~that~~at the ~~number~~sole option of ~~Put~~MJNA, ~~Shares~~into ~~that~~shares of the Company’s ~~may~~common ~~direct~~stock ~~the~~at ~~Investor~~a conversion price equal to ~~purchase~~the ~~shall~~lesser ~~not~~of ~~exceed~~$0.01 ~~300~~or 70% of the average ~~daily~~of ~~trading~~the ~~volume~~two inlowest ~~dollar~~closing ~~amount~~prices ~~for~~of the Company’s common stock ~~during~~in the ten (10) trading days immediately preceding the date ~~that~~of conversion. Notwithstanding the ~~Company~~foregoing, ~~delivers~~MJNA, ~~the~~shall ~~put~~not ~~notice~~be orpermitted ~~the~~to ~~maximum~~convert ~~amount~~any note, ~~unless~~or ~~waived~~portion thereof, if such conversion would result in ~~writing~~beneficial byownership of the ~~Investor,~~Company inby MJNA and its ~~sole~~affiliates ~~discretion~~of more than 4.9% of the outstanding Common Stock of the Company as of the date of conversion.

AtThe ~~any time, and from time to time, during the term of the Purchase Agreement (the “Commitment Period”), the~~ Company ~~may~~sold ~~deliver a notice to Investor (~~the ~~“Put~~securities ~~Notice”)~~referenced ofin ~~its~~this ~~election~~Item ~~to direct the Investor to purchase Put Shares, and the Company shall deliver such Put Shares to Investor via DWAC within two trading days thereafter~~1.01 ~~The~~in ~~Purchase~~reliance ~~Price~~upon ofan ~~the~~exemption ~~Put~~from ~~Shares~~registration ~~shall~~contained bein ~~87.5% of the lowest traded price~~ Section 4(~~as reported by Bloomberg Finance L.P.~~a) ~~during the ten consecutive trading days including and immediately prior to the settlement date of the sale~~ (~~the “Valuation Period”~~2)~~. The closing~~ of ~~a Put Notice shall occur within one trading day following~~ the ~~end~~Securities ofAct ~~the respective Valuation Period, whereby (i) the Investor shall deliver the investment amount to the Company by wire transfer of immediately available funds~~ and ~~(ii)~~Regulation ~~the~~D ~~Investor~~promulgated ~~shall return surplus Put Shares if the value of the Put Shares delivered to the Investor causes the Company to exceed the maximum commitment amount~~thereunder. ~~The Company shall not deliver another Put Notice to the Investor within ten trading days of a prior Put Notice.~~

The ~~right~~foregoing summaries of the ~~Company~~Securities toPurchase ~~issue~~Agreements ~~and~~do ~~sell~~not ~~the~~purport ~~Put Shares~~ to ~~the~~be ~~Investor~~complete isand are subject to ~~the satisfaction of certain closing conditions~~, ~~including,~~and ~~but~~qualified ~~not~~in ~~limited~~their toentirety, ~~(i) an effective Registration Statement on Form S-1 for resale~~ by ~~Investor~~reference ofto the ~~Put~~Securities ~~Shares, (ii) accuracy of the Company’s representations and warranties, (iii) the Company’s performance under the~~ Purchase ~~Agreement~~Agreements inattached ~~all~~hereto ~~material~~as ~~respects,~~Exhibits ~~(iv) no suspension of trading or delisting of the Company’s common stock, (v) limitation of the Investor’s beneficial ownership to no more than 4~~10.~~99%~~1 ~~of the Company’s issued~~ and ~~outstanding~~10.2 ~~shares of common stock~~respectively, ~~(vi)~~which ~~the~~are ~~Company~~incorporated ~~maintaining~~herein ~~its~~by ~~DWAC-eligible status, (vii) the Company maintaining a sufficient share reserve, and (viii) the minimum pricing for the Put Shares must exceed $0~~reference.~~01.~~

~~Pursuant~~Item to3.02Unregistered ~~the~~Sales ~~terms~~ of ~~the~~Equity ~~Purchase Agreement, the Company must file a Registration Statement which relates to the resale by Investor of the Put Shares as soon as reasonably practicable.~~Securities

The ~~foregoing~~information ~~summary~~set ~~description~~forth ~~of the terms of the Purchase Agreement does not purport to be complete and is qualified~~ in ~~its~~Item ~~entirety~~1.01 ~~by reference to the complete text~~ of ~~the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to~~ this Current Report on Form 8-K ~~and~~ is incorporated herein by reference ~~herein~~.

Item 9.0101Financial ~~Financial~~ Statements and Exhibits.

(Dd) Exhibits.

Exhibit #		Description
10.1	~~Equity Purchase Agreement, dated June 1, 2023, by and between the Company and Investor.~~	Convertible Note Purchase Agreement dated December 26, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.2		Convertible Note dated December 26, 2023

SIGNATURES

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

	AXIM BIOTECHNOLOGIES, INC.
Dated: June 2, 2023	By:	/s/ John W. Huemoeller II
Dated: December 28, 2023	By:	/s/ John W. Huemoeller II
		Name: John W. Huemoeller II
		Chief Executive Officer

Filing Compare · AXIM BIOTECHNOLOGIES, INC.