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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of Earliest Event Reported): October 9, 2024

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 ~~registered~~is ~~N/A~~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 ☐~~

IfEmerging ~~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~~If ~~1.01Entry~~an ~~Into~~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) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. ¨

1Item 5.01Change ~~Convertible~~in ~~Notes~~Control of Registrant

OnEffective ~~March~~October 15, 2024, ~~AXIM~~Juniper ~~Biotechnologies,~~& ~~Inc.~~Ivy ~~(the~~Corporation (“~~Company~~Juniper”) ~~issued Convertible Notes~~, ~~having~~the anholder ~~aggregate face value~~ of ~~$814,555~~all ~~(the "Notes")~~500,000 toshares ~~(i) its independent directors for past due director fees, (ii) certain officers and contractors~~ of the Company's ~~for~~Series ~~past~~C ~~due~~Preferred ~~salaries and fees for services rendered~~Stock, ~~and~~entered ~~(iii)~~into ~~employees~~an ofagreement ~~its~~with ~~wholly-owned~~Medical ~~subsidiary~~Marijuana, ~~Sapphire Biotech,~~ Inc. ("~~Sapphire~~MJNA"), ~~for~~and ~~past~~Kettner ~~due salaries. The Notes pay annual interest at the rate of 4.25% annually which shall accrue until the maturity date of March 1~~Investments, ~~2034~~LLC (~~“Maturity Date”~~"Kettner"), atregarding ~~which~~the ~~time~~transfer ~~all principal~~ and ~~interest~~assignment ~~accrued thereon shall be due and payable. Two~~ of the ~~Notes,~~Series ~~aggregate~~C ~~face~~Preferred ~~value~~Stock ~~$135,625, require a 25% payment of principal on each annual anniversary of~~ (the ~~Notes (~~"~~Version 1 Notes~~Agreement"). ~~The~~Under ~~four Notes issued to~~ the ~~independent directors~~Agreement, ~~aggregate~~Juniper ~~face~~first ~~value~~assigned ofand ~~$140,000,~~transferred ~~are~~the ~~convertible~~Series ~~into~~C ~~common~~Preferred ~~stock~~Stock ofto ~~the~~MJNA ~~Company~~as atfull asatisfaction ~~conversion price~~ of ~~$0.01~~a ~~("Version~~promissory 2note ~~Notes").~~it ~~The~~had ~~remaining~~issued ~~Notes,~~to ~~aggregate~~MJNA ~~face~~having ~~value $674,555, are convertible into common stock of the Company at~~ a ~~conversion~~balance ~~price~~due of approximately $~~0.02~~515,000 (~~"Version~~the 3terms ~~Notes"). All~~ of the ~~Notes~~promissory ~~are~~note ~~restricted~~permitted ~~from~~Juniper ~~converting~~to ~~into~~convey the ~~Company's~~Series ~~common~~C ~~stock~~Preferred ~~until~~Stock ~~the~~to ~~earlier~~MJNA ofas ~~the~~payment ~~two-year~~in ~~anniversary~~full of the ~~Notes~~note). orImmediately atthereafter, ~~any~~pursuant ~~time~~to ~~after~~ the ~~six-month~~Agreement, ~~anniversary~~MJNA ofassigned ~~the~~and ~~Notes~~transferred if the ~~Company's~~Series ~~common~~C ~~stock~~Preferred ~~closes~~Stock atto orKettner ~~above~~in ~~$.20~~exchange for 30Kettner's ~~consecutive~~agreement ~~days.~~to Inwaive ~~addition,~~all ~~the~~defaults ~~Notes.~~under ~~may~~two ~~not~~senior besecured ~~sold,~~convertible ~~transferred,~~notes ~~pledged~~issued ~~or hypothecated~~ by ~~the~~MJNA ~~holder~~to ~~at any time. In total~~Kettner, ~~the~~having ~~$814,555~~an aggregate face value of ~~the~~$1,090,000, ~~Notes~~and ~~are~~also ~~convertible~~waived ~~into~~all ~~47,727,750~~accrued ~~shares~~interest ofowed on the ~~Company's~~convertible ~~common~~notes, ~~stock~~which totaled approximately $66,000.

2.The ~~Restricted~~holders ~~Common~~of a majority of the Series C Preferred Stock are entitled to appoint four (4) Series C Directors to the Board of Directors of the Company (which is a majority of the Board) and have the exclusive right to fill any Series C Director vacancies, as well as a number of other preferential rights granted to the holders of the Series C Preferred Stock, as a result of the transfer of the Series C Preferred Stock to Kettner, a change of control of the Company occurred.

OnKettner ~~March~~is ~~15,~~managed ~~2024~~by a three-member Executive Committee, of which the Company's ~~entered~~CFO, ~~into~~Robert Malasek, is a ~~Stock~~member ~~Purchase~~and ~~Agreement~~Chairman. Kettner is 99.8% owned by an Irrevocable Trust (the "~~SPA~~Trust") ~~with~~that anhas ~~employee~~no ofaffiliation ~~Sapphire~~with ~~for~~ the ~~purchase~~Company. The sole trustee of ~~1,100,000~~the ~~restricted~~Trust ~~shares~~is a member of ~~Company~~Kettner's ~~common~~Executive ~~stock~~Committee ~~for~~along with a ~~purchase~~third ~~price~~member. ofOther $0than Mr.01 ~~per~~Malasek, ~~share~~none ~~totaling~~of ~~$11,000.~~the ~~The~~members ~~employee~~of ~~paid~~Kettner's ~~the~~Executive ~~purchase~~Committee ~~price~~has byany ~~accepting~~affiliation with the ~~shares~~Company asand ~~satisfaction~~neither Kettner nor any of ~~past~~its ~~due~~members ~~salary~~or members ~~totaling~~of ~~$11,000~~Kettner's Executive Committee are affiliates of MJNA or Juniper.

~~The Company sold the securities referenced in this~~ Item 15.0102Departure inof ~~reliance~~Directors ~~upon~~or anCertain ~~exemption~~Officers; ~~from~~Election ~~registration~~of ~~contained~~Directors; inAppointment ~~Section 4(a)(2)~~ of ~~the~~Certain ~~Securities~~Officers; ~~Act~~Compensatory ~~and~~Arrangements ~~Regulation~~with DCertain ~~promulgated thereunder.~~Officers

~~The~~Appointment ~~foregoing summaries~~ of ~~the~~Catalina ~~agreements~~Valencia ~~and~~as ~~notes~~President doof ~~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.~~Company

~~Item~~Due 2to the fact that the Company's President and CEO, John W.~~03Creation~~ Huemoeller II, was unable to serve as an officer of the Company as a ~~Direct~~result ~~Financial~~of ~~Obligation~~serious illness, on October 9, 2024, the Company’s board of directors appointed Catalina Valencia as the Company’s new President.

OnDeath ~~March~~of ~~15, 2024, the~~ Company ~~issued unsecured convertible notes with an aggregate face value of $814~~President,~~555~~ asJohn ~~more fully described in Item 1~~W.01 ~~above,~~Huemoeller ~~which is incorporated by reference thereto.~~ II

~~Item~~On ~~9.01Financial~~October ~~Statements~~12, 2024, President and ~~Exhibits~~Series C Director, John W. Huemoeller II died as a result of his illness.

~~(d) Exhibits.~~Appointment of Catalina Valencia as Series C Director of the Company

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

Acting by written consent in lieu of a meeting, effective October 14, 2024, Juniper, the record holder of all 500,000 shares of Series C Preferred Stock issued and outstanding, which shares are exclusively entitled to fill any vacancy of a Series C Director seat, appointed Catalina Valencia to fill the Series C Director vacancy that existed as a result of the death of John W. Huemoeller II.

~~SIGNATURES~~Catalina Valencia

~~Pursuant~~Ms. toCatalina ~~the~~Valencia, ~~requirements~~age of75, ~~the~~is ~~Securities~~a ~~Exchange~~serial ~~Act~~entrepreneur ofwith ~~1934,~~extensive asmanagement ~~amended~~experience in biotechnology, ~~the~~telecommunications ~~registrant~~and ~~has~~hi-tech ~~duly~~industries. Ms. ~~caused~~Valencia’s ~~this~~legal ~~report~~career tobegan beat ~~signed~~a onprestigious ~~its~~Wall ~~behalf~~Street law firm followed by a series of senior in-house counsel positions for several fast-growth companies including early stage Genentech. She subsequently focused on managing start-ups and small businesses and supporting them in the ~~undersigned~~development ~~hereunto~~of ~~duly~~their ~~authorized~~businesses and products. She is fluent in Spanish, Italian and Portuguese.

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

Highlights of Ms. Valencia’s legal experience include working in Rio de Janeiro Brazil for Cooley, Godward structuring joint ventures between American and Brazilian companies, at Genentech, Inc., the biotech pioneer and the first company to commercialize pharmaceutical products made using genetic engineering techniques and at Pacific Bell, now SBC Telecom, during its transition from telecommunications monopoly and the launch of Internet services.

In 2018, Ms. Valencia formed Sapphire Biotech, Inc. whose mission was the detection of early stage breast cancer. In 2020, Sapphire was acquired by AXIM Biotechnologies, Inc. and Ms. Valencia began, and continues, to operate AXIM’s research and development arm. Sapphire subsequently developed for commercial launch the two ophthalmic diagnostics products acquired by AXIM in 2021 for the diagnosis of dry eye disease and allergic conjunctivitis.

Ms. Valencia attended college at UCLA where she graduated Magna Cum Laude, Highest Department Honors and obtained her law degree from the University of California, Berkeley Law School. She is the recipient of a Fulbright Fellowship to conduct research in Brazil. Her community service includes serving on the Boards of the California Hispanic Chambers of Commerce, the Mexican and American Solidarity Foundation, the Spanish Speaking Unity Council and the San Ysidro Health Board of Trustees.

There are no arrangements or understandings between Ms. Valencia and any other person pursuant to which Ms. Valencia was appointed as a director of the Company. Ms. Valencia is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. There are no familial relationships between Ms. Valencia and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer.

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: October 15, 2024	By:	/s/ Robert Malasek
		Name: Robert Malasek
		Chief Financial Officer

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