CELL MEDX CORP. (OTCMKTS:CMXC) Files An 8-K Unregistered Sales of Equity Securities
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On June 24, 2019, Cell MedX Corp. (the “Company”) closed the first tranche of the private placement offering (the “Offering”) that was announced on May 30, 2019, by issuing 3,950,000 units of its common stock at $0.12 per unit for gross proceeds of $474,000. Each Unit sold under the Offering consisted of one common share of the Company and one share purchase warrant entitling the holder to purchase one additional common share for a period of two years after closing at an exercise price of $0.20 per share.
The shares were issued to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.
The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.
ITEM 7.01 REGULATION FD DISCLOSURE.
On June 28, 2019, the Company issued a news release announcing the closing of the first tranche of the private placement offering. See “Item 3.02 – Unregistered Sales of Equity Securities” above.
This information is furnished to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
Cell MedX Corp. Exhibit
EX-99.1 2 cmxc_ex991.htm NEWS RELEASE DATED MAY 30,…
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About CELL MEDX CORP. (OTCMKTS:CMXC)
Cell MedX Corp. is a development-stage company focused on the discovery, development and commercialization of therapeutic products for patients with diseases, such as diabetes, by developing technologies to help manage the illness and related complications. The Company, through its subsidiary, Avyonce Cosmedics Inc. (Avyonce), is engaged in reselling and marketing spa technology and equipment to the beauty and wellness industry. Avyonce is involved in carrying out observational studies using eBalance Technology. The eBalance Technology is used for the use of micro currents for the treatment of diabetes and related ailments. Avyonce also provides continuing education to the estheticians and healthcare professionals in the field of medical aesthetics. The Company is engaged in developing a family of devices based on the eBalance Technology.
