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~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of Earliest Event Reported): February 7, 2024~~1934

Date of Report (Date of Earliest Event Reported): March 15, 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~~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(s) Name of ~~each~~ exchange on which is registered N/A

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 ☐

~~Emerging~~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. ☐

IfItem an1.01Entry ~~emerging~~Into 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) ofMaterial ~~the~~Definitive ~~Exchange Act. ¨~~Agreement

~~Item~~ 1.01 ~~Entry~~Convertible ~~into a Material Definitive Agreement.~~Notes

On March 15, 2024, AXIM Biotechnologies, Inc. (the “Company”) ~~was~~issued Convertible ~~previously~~Notes, ~~named~~having asan aaggregate ~~defendant~~face invalue ~~the~~of ~~legal~~$814,555 ~~action~~(the ~~entitled: Innovative Medical Supplies~~"Notes"), ~~LLC~~to (~~"IMS"~~i) v.its ~~Advanced~~independent ~~Tear~~directors ~~Diagnostics,~~for ~~LLC,~~past ~~Case~~due ~~No.~~director ~~37-2021-00032000-CU-FR-CTL~~fees, ~~filed~~(ii) incertain ~~the~~officers ~~Superior~~and ~~Court~~contractors of the ~~State~~Company offor ~~California~~past due salaries and fees for services rendered, ~~County~~and (iii) employees of ~~San~~its ~~Diego~~wholly-owned ~~(the~~subsidiary, ~~“IMS~~Sapphire ~~Action”~~Biotech, Inc. ("Sapphire"), for past due salaries. The ~~First~~Notes ~~Amended~~pay ~~Complaint~~annual ininterest at the ~~IMS~~rate ~~Action~~of ~~alleged~~4.25% ~~causes~~annually ofwhich ~~action~~shall ~~against~~accrue until the ~~Company~~maturity ~~for~~date ~~Fraud;~~of ~~Conspiracy~~March to1, ~~Defraud;~~2034 ~~Unjust~~(“Maturity ~~Enrichment/Constructive~~Date”), ~~Trust;~~at ~~Intentional~~which ~~Interference~~time ~~with~~all ~~Contract;~~principal and ~~Interference~~interest ~~with~~accrued ~~Economic~~thereon ~~Relations~~shall be due and payable. ~~Effective~~Two ~~February~~of 7,the ~~2024~~Notes, ~~the~~aggregate ~~Company~~face ~~entered~~value ~~into~~$135,625, require a ~~confidential~~25% ~~Global~~payment ~~Settlement~~of ~~Agreement~~principal ~~and~~on ~~Mutual~~each ~~Release~~annual (anniversary of the ~~“Settlement~~Notes ~~Agreement”~~("Version 1 Notes"). toThe ~~resolve~~four Notes issued to the ~~IMS~~independent ~~Action~~directors, asaggregate ~~well~~face asvalue aof ~~second~~$140,000, ~~related~~are ~~action~~convertible ~~involving~~into ~~many~~common stock of the ~~same~~Company ~~parties~~at a conversion price of $0. ~~While~~01 ("Version 2 Notes"). The remaining Notes, aggregate face value $674,555, are convertible into common stock of the Company ~~denied~~at ~~any~~a ~~wrongdoing,~~conversion price of $0.02 ("Version 3 Notes"). All of the ~~Settlement~~Notes ~~was~~are ~~entered~~restricted from converting into inthe ~~order~~Company's tocommon ~~avoid~~stock until the ~~disruption,~~earlier ~~inconvenience,~~of ~~uncertainty,~~the ~~and~~two-year ~~costs~~anniversary ~~associated~~of ~~with~~the ~~both~~Notes ~~litigations~~or ~~and~~at any ~~claims~~time ~~that~~after the ~~parties~~six-month ~~may~~anniversary ~~have~~of ~~had~~the orNotes ~~may~~if ~~have~~the ~~claimed~~Company's tocommon ~~have,~~stock ~~against~~closes ~~each~~at ~~other.~~or ~~The~~above ~~Settlement~~$.20 ~~Agreement~~for ~~fully~~30 ~~resolves~~consecutive ~~both~~days. ~~actions~~In addition, ~~all~~the ~~cross-claims~~Notes. may not be sold, ~~and~~transferred, ~~all~~pledged ~~potential~~or ~~claims~~hypothecated ~~against~~by the ~~Company~~holder ~~and~~at ~~all~~any ~~parties~~time. ~~from~~In total, the ~~beginning~~$814,555 ofaggregate ~~time~~face ~~until~~value of the ~~execution~~Notes are convertible into 47,727,750 shares of the ~~Settlement~~Company's ~~agreement~~common stock.

~~Pursuant to the Settlement, the Company agreed to pay the following compensation to IMS: a total cash payment of $100,000 payable in various payments over a 24 month period; a $0~~2.35 ~~cassette~~Restricted ~~sales~~Common participation payment on all single dry eye lateral flow test cassettes sold by the Company up to a total of $475,000, with such payments having no limit as to the time it takes to reach $475,000 ; and the issuance of 20,000,000 restricted shares of Company common stock. The restricted shares of common stock are non-transferable, restricted from sale for 12 months, and thereafter, the right to sell the shares is subject to "drip-out" sales volume limitation not to exceed 1% of the Company’s issued and outstanding shares of common stock every 90 days, which such drip-out right is not cumulative. The securities referenced in this Item 1.01 were issued in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.Stock

~~Item~~On 3March 15, 2024, the Company entered into a Stock Purchase Agreement (the "SPA") with an employee of Sapphire for the purchase of 1,100,000 restricted shares of Company common stock for a purchase price of $0.~~02 Unregistered~~01 ~~Sales~~per share totaling $11,000. The employee paid the purchase price by accepting the shares as satisfaction of ~~Equity~~past ~~Securities~~due salary totaling $11,000.

The ~~information~~Company ~~set~~sold ~~forth~~the securities referenced in this Item 1.01 ofin ~~this~~reliance ~~Current~~upon ~~Report~~an exemption from registration contained in Section on4(a)(2) ~~Form 8-K is incorporated herein~~of bythe ~~reference~~Securities Act and Regulation D promulgated thereunder.

~~SIGNATURES~~The foregoing summaries of the agreements and notes do not purport to be complete and are subject to, and qualified in their entirety by reference to the agreements and notes, and attachments thereto, which are included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.4 are incorporated herein by reference thereto.

~~Pursuant~~Item to2.03Creation ~~the requirements~~ of ~~the~~a ~~Securities~~Direct ~~Exchange~~Financial ~~Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Obligation

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

On March 15, 2024, the Company issued unsecured convertible notes with an aggregate face value of $814,555 as more fully described in Item 1.01 above, which is incorporated by reference thereto.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #	Description

10.1	Form of Convertible Note Purchase Agreement dated March 15, 2024

10.2	Form of Version 1 Note dated March 15, 2024

10.3	Form of Version 2 Note dated March 15, 2024

10.4	Form of Version 3 Note dated March 15, 2024

10.5	Form of Stock Purchase Agreement dated March 15, 2024

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: March 21, 2024	By:	/s/ John W. Huemoeller II
		Name: John W. Huemoeller II
		Chief Executive Officer

Filing Compare · AXIM BIOTECHNOLOGIES, INC.