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): ~~December~~February 267, ~~2023~~2024

AXIM BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54296

27-4092986

(State or other jurisdiction of incorporation)

(Commission File Number)

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

6191 Cornerstone Court, E., Suite 114 San Diego, California		92121
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 ~~Symbols~~Symbol(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.~~01Entry~~01 Entry into a Material Definitive Agreement.

~~Effective December 26, 2023,~~ AXIM Biotechnologies, Inc. (the “Company”) ~~entered~~was ~~into~~previously anamed ~~Convertible~~as ~~Note~~a ~~Purchase~~defendant ~~Agreement~~in (the legal action entitled: Innovative Medical Supplies, LLC ("~~Agreement~~IMS") ~~with~~v. ~~Medical~~Advanced ~~Marijuana~~Tear Diagnostics, ~~Inc~~LLC, Case No. 37-2021-00032000-CU-FR-CTL filed in the Superior Court of the State of California, County of San Diego (the “~~MJNA~~IMS Action”),. The ~~currently~~First anAmended ~~affiliate~~Complaint in the IMS Action alleged causes of action against the Company for Fraud; Conspiracy to Defraud; Unjust Enrichment/Constructive Trust; Intentional Interference with Contract; and ~~one~~Interference ofwith ~~its~~Economic ~~largest~~Relations. Effective ~~shareholders~~February 7, ~~for~~2024, the ~~purchase~~Company ofentered upinto a confidential Global Settlement Agreement and Mutual Release (the “Settlement Agreement”) to ~~$750,000~~resolve ~~face~~the ~~value~~IMS inAction ~~convertible~~as ~~notes~~well as a second related action involving many of the same parties. ~~Also~~While the Company denied any wrongdoing, ~~effective~~the ~~December~~Settlement 26was entered into in order to avoid the disruption, ~~2023~~inconvenience, ~~MJNA~~uncertainty, ~~purchased~~and ~~its~~costs ~~first~~associated ~~convertible~~with ~~note~~both litigations and any claims that the parties may have had or may have claimed to have, ~~face~~ ~~value~~against ofeach ~~$100~~other. The Settlement Agreement fully resolves both actions,~~000~~ all cross-claims, ~~under~~and all potential claims against the ~~terms~~Company and all parties from the beginning of time until the ~~Agreement~~execution (of the ~~"Initial~~Settlement ~~Note")~~agreement.

~~Under~~Pursuant ~~the~~to ~~terms of~~ the ~~Agreement~~Settlement, ~~until~~the ~~June~~Company ~~26,~~agreed ~~2025,~~to ~~MJNA~~pay ~~has~~ the ~~option,~~following ~~but~~compensation ~~not~~to ~~the~~IMS: ~~obligation,~~a tototal ~~purchase~~cash uppayment toof $~~750~~100,000 payable in ~~convertible~~various ~~notes~~payments toover bea ~~issued~~24 bymonth ~~the~~period; ~~Company,~~a ~~which includes the Initial Note for~~ $~~100,000~~0. ~~The~~35 ~~notes~~cassette ~~shall~~sales ~~bear~~participation ~~interest~~payment aton ~~the~~all ~~rate~~single ofdry ~~5.25% per~~eye ~~annum,~~lateral ~~which~~flow istest ~~payable~~cassettes ~~annually~~sold ~~beginning~~by onthe ~~December~~Company ~~26,~~up ~~2024,~~to ~~and~~a ~~each~~total ~~year~~of ~~thereafter until maturity on December 26~~$475,000, ~~2033. Any~~with ~~notes~~such ~~acquired~~payments byhaving ~~MJNA~~no ~~pursuant~~limit as to the ~~Agreement (including the Initial Note) are convertible at any~~ time ~~prior~~it takes to ~~the~~reach ~~maturity date~~$475,000 at; and the ~~sole~~issuance ~~option~~ of ~~MJNA~~20,000,000 ~~into~~restricted shares of ~~the~~ Company’s common stock. The atrestricted ashares ~~conversion~~of ~~price~~common ~~equal~~stock toare ~~the~~non-transferable, ~~lesser~~restricted offrom ~~$0.01~~sale orfor ~~70%~~12 ofmonths, ~~the~~and ~~average~~thereafter, of the ~~two~~right ~~lowest~~to ~~closing~~sell ~~prices of~~ the ~~Company’s~~shares ~~common~~is ~~stock~~subject into ~~the~~"drip-out" ~~ten~~sales ~~(10)~~volume ~~trading~~limitation ~~days~~not ~~immediately~~to ~~preceding~~exceed ~~the~~1% ~~date~~ of ~~conversion. Notwithstanding~~ the ~~foregoing,~~Company’s ~~MJNA,~~issued ~~shall~~and ~~not~~outstanding beshares ~~permitted~~of tocommon ~~convert~~stock ~~any~~every ~~note,~~90 ~~or portion thereof~~days, ifwhich such ~~conversion~~drip-out ~~would~~right ~~result~~is innot ~~beneficial~~cumulative. ~~ownership~~The ofsecurities ~~the~~referenced ~~Company~~in bythis ~~MJNA~~Item ~~and~~1.01 ~~its~~were ~~affiliates~~issued ofin ~~more~~reliance ~~than~~upon ~~4.9%~~an ofexemption ~~the~~from ~~outstanding~~registration ~~Common~~contained ~~Stock~~in Section 4(a)(2) of the ~~Company~~Securities asAct ofand ~~the~~Regulation ~~date~~D ofpromulgated ~~conversion~~thereunder.

~~The Company sold the securities referenced in this~~ Item 13.0102 Unregistered inSales ~~reliance upon an exemption from registration contained in Section 4(a)(2)~~ of ~~the~~Equity Securities ~~Act and Regulation D promulgated thereunder~~.

The ~~foregoing~~information ~~summaries~~set offorth ~~the Securities Purchase Agreements do not purport to be complete and are subject to, and qualified~~ in ~~their~~Item ~~entirety, by reference to the Securities Purchase Agreements attached hereto as Exhibits 10.~~1 ~~and 10~~.201 ~~respectively,~~of ~~which~~this ~~are~~Current Report on Form 8-K is incorporated herein by reference.

~~Item 3.02Unregistered Sales of Equity Securities~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~1.01~~Securities Exchange Act of 1934, as amended, the registrant has duly caused this ~~Current~~report ~~Report~~ to be signed on ~~Form 8-K is incorporated herein~~ its behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 9.01Financial Statements and Exhibits.

	AXIM BIOTECHNOLOGIES, INC.

Dated: February 13, 2024	By:	/s/ John W. Huemoeller II
		Name: John W. Huemoeller II
		Chief Executive Officer

(d) Exhibits.

Exhibit #		Description
10.1		Convertible Note Purchase Agreement dated December 26, 2023
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: December 28, 2023	By:	/s/ John W. Huemoeller II
		Name: John W. Huemoeller II
		Chief Executive Officer

Filing Compare · AXIM BIOTECHNOLOGIES, INC.