AXIM BIOTECHNOLOGIES, INC. (OTCMKTS:AXIM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Dr. George E. Anastassov
Effective January 2, 2019, Dr. George E. Anastassov has resigned as the Chief Executive Officer (CEO) of AXIM Biotechnologies, Inc., a Nevada corporation (the “Company”). Dr. Anastassov will remain a member and Chairman of the Board of Directors and will retain the title of Founder in a consulting role with the Company. Dr. Anastassov’s consulting role will continue for period of 30 months and his monthly compensation will remain unchanged during that period.
Appointment of John W. Huemoeller II
On January 2, 2019, the Board of Directors of the Company appointed John W. Huemoeller II as the Company’s Chief Executive Officer. Mr. Huemoeller is currently serving as a member of the Board of Directors of the Company.
Mr. Huemoeller, 62, has over 30 years’ experience in financial markets and publicly traded companies including investment banking, corporate finance, executive management, sales and marketing, mergers and acquisitions, leveraged buyouts and private placements of securities. Since April 2015 to the present, Mr. Huemoeller has been the chief executive officer and president of Air Water Earth Inc. From March 2013 to January 2016, he was chairman, chief executive officer and chief financial officer of Propell Technologies Group Inc. From April 2012 to March 2013, Mr. Huemoeller served as the president of Joshua Tree Capital Inc. Mr. Huemoeller has held Series 3, 7, 24, 63 and 79 Securities Licenses, was registered with various state insurance boards, the Chicago Board of Trade as a commodities broker, and worked for various broker-dealers throughout his career including Smith Barney, Drexel Burnham, Prudential Securities, and Paine Webber. Mr. Huemoeller is co-author of U.S. Patent #5,855,005.
Effective January 2, 2019, the Company entered into an Employment Agreement with Mr. Huemoeller. The agreement does not have a set term and may be terminated at any time by the Company or Mr. Huemoeller with proper notice. to the Employment Agreement, Mr. Huemoeller will receive an annual base salary of $120,000 (the “Base Salary”) and incentive stock options to purchase 2,000,000 shares of the Company’s common stock under the Company’s 2015 Stock Incentive Plan (the “Stock Options”). The Stock Options will have a strike price based on the closing price of the Company’s common stock the day prior to grant and shall vest 50% on the date of grant and the remaining 50% shall vest on the 12-month anniversary of the grant date, subject to continued employment. If Mr. Huemoeller is terminated without cause or terminates the agreement for good reason, he shall be entitled to severance consisting of Base Salary for twelve (12) months and continued insurance coverage.
There are no arrangements or understandings between Mr. Huemoeller and any other person to which Mr. Huemoeller was appointed as an officer of the Company. Mr. Huemoeller 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 Mr. Huemoeller and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer.
Item 7.01 Regulation FD Disclosure
On January 8, 2019, the Company announced the appointment of Mr. Huemoeller as its Chief Executive Officer. A copy of the press release issued by the Company announcing Mr. Huemoeller’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
99.1Press Release of Axim Biotechnologies, Inc., dated January 8, 2019
AXIM BIOTECHNOLOGIES, INC. Exhibit
EX-99.1 2 f8k010719_ex99z1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Press Release AXIM® BIOTECHNOLOGIES APPOINTS NEW CHIEF EXECUTIVE OFFICER NEW YORK – January 8,…
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About AXIM BIOTECHNOLOGIES, INC. (OTCMKTS:AXIM)
AXIM Biotechnologies, Inc., formerly Axim International, Inc., is a biotechnology company. The Company is engaged in developing the treatment of pain, spasticity, anxiety and other medical disorders with the application of cannabinoids-based products. It is focused on research, development and production of pharmaceutical, nutriceutical and cosmetic products, as well as procurement of genetically and nano-controlled active ingredients. It is engaged in the business of research, development and production of alternative and renewable sources of energy, such as high caloric content fuels produced from industrial hemp and from the byproducts of industrial hemp after completion of the oil extraction/decarboxylation process. It is engaged in the research and development of pharmaceutical delivery systems and active pharmaceutical ingredients (API) for treatment of conditions, such as Parkinson’s disease, Alzheimer’s disease, restless leg syndrome (RLS) and Crohn’s disease.
