10-K: Cell MedX Corp. Reports Fiscal Year 2024 Results Amidst Financial Challenges and Strategic Shift
Annual Results
Cell MedX Corp.'s annual report reveals a year of financial difficulties, including suspended operations and a significant debt conversion, alongside a strategic shift away from active research and development.
Summary
- Cell MedX Corp. reported no revenue for the fiscal year ended May 31, 2024, compared to $2,762 in the previous year, due to the suspension of eBalance device sales and related services.
- Operating expenses decreased by 40.1% to $268,352, primarily due to a reduction in research and development costs and general administrative expenses.
- The company recorded a net loss of $142,486, a significant improvement from the $495,042 loss in the previous year, largely due to a gain on debt forgiveness of $187,517.
- A major debt conversion resulted in the issuance of 231,813,310 shares of common stock to settle $1,622,693 in liabilities, significantly impacting the company's capital structure.
- The company's working capital deficit improved to $826,455 from $2,385,480, but the company continues to face substantial doubt about its ability to continue as a going concern.
- The company's cash balance decreased to $43,415, and it used $145,898 in operating activities.
- The company is exploring alternative financing options, including joint ventures and licensing, due to its current financial instability.
Sentiment
Score: 3
Explanation: The document reveals significant financial challenges, including no revenue, a large working capital deficit, and the suspension of key operations. While there are some positive aspects like reduced losses and a debt conversion, the overall outlook is negative due to the company's uncertain future and reliance on further capital raises.
Positives
- The net loss decreased significantly year-over-year, primarily due to a gain on debt forgiveness.
- The working capital deficit improved substantially due to debt conversion.
- Operating expenses were reduced by 40.1% year-over-year.
- The company successfully raised $75,000 through a private placement offering.
Negatives
- The company generated no revenue for the fiscal year due to the suspension of eBalance device sales.
- Health Canada licenses for eBalance devices were cancelled, halting commercial activities.
- Research and development activities were suspended due to lack of funding.
- The company has a significant working capital deficit and faces substantial doubt about its ability to continue as a going concern.
- The debt conversion resulted in significant dilution for existing shareholders.
Risks
- The company operates in a highly competitive market with well-established medical device and pharmaceutical companies.
- The company is subject to numerous governmental regulations, which can increase costs and delay product development.
- The company's intellectual property is not patented, which could lead to competition.
- The company's research and development efforts may not result in commercially successful products.
- The company has a limited operating history and has generated minimal revenues to date.
- The company needs to acquire additional financing, or its business will fail.
- The company's stock is a penny stock, which limits shareholders' ability to sell their stock.
- The company has not paid and does not anticipate paying cash dividends on its common stock.
Future Outlook
The company is exploring alternative financing options, including joint ventures and licensing, due to its current financial instability. The company's ability to continue as a going concern depends on securing additional financing and achieving profitable operations.
Management Comments
- Management is planning to mitigate the Company's shortfall in funds through equity or debt financing.
- Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.
Industry Context
The company operates in the highly competitive market for treatments that assist in the control and management of diabetes, its complications, as well as other ailments, including pain management. The company's eBalance Pro and eBalance Home Systems are based on microcurrent therapy, which is not yet widely accepted in traditional medicine, making direct competition less defined. Indirect competitors include pharmaceutical companies, glucose monitoring device companies, and other companies involved in microcurrent and electrical current therapies.
Comparison to Industry Standards
- The company's lack of revenue and ongoing losses are significantly below industry standards for established medical device companies.
- The company's reliance on debt financing and related party transactions is not typical for companies with a commercialized product.
- The suspension of research and development and the cancellation of Health Canada licenses are significant setbacks compared to industry peers.
- The company's financial position is significantly weaker than comparable companies in the medical device sector, particularly those with FDA or Health Canada approvals.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Dwayne Yaretz | David Jeffs | 2023-12-12 | Resignation of previous CEO |
| Director | Dwayne Yaretz | David Jeffs | 2023-12-12 | Resignation of previous director |
| Director | Yanika Silina | NA | 2024-04-01 | Resignation of director |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee Formation | The company formed an audit committee on November 7, 2023, consisting of Dr. George Adams, John Da Costa and Dwayne Yaretz (who resigned on April 1, 2024). David Jeffs was appointed to the audit committee upon the effectiveness of the Election of Directors. | 2023-11-07 | Improved oversight of financial reporting and auditing processes. |
Related Party Transactions
- The company had significant transactions with related parties, including loans, consulting fees, and debt conversions.
- The company owed $231,138 to related parties, excluding notes payable, as of May 31, 2024.
- The company owed $324,490 in notes and advances to related parties as of May 31, 2024.
- The company incurred $167,456 in transactions with related parties during the year ended May 31, 2024.
Stakeholder Impact
- Shareholders experienced significant dilution due to the debt conversion.
- Employees are impacted by the suspension of operations and research and development.
- Customers are affected by the unavailability of eBalance devices and related services.
- Creditors are impacted by the debt conversion and the company's financial instability.
- Suppliers are affected by the company's reduced operations and financial difficulties.
Next Steps
- The company will continue to explore alternative financing options, including joint ventures and licensing.
- The company will attempt to regain its financial stability.
- The company will attempt to secure sufficient funding to restart the development and licensing efforts.
Key Dates
| Date | Description |
|---|---|
| 2010-03-19 | Cell MedX Corp. was incorporated under the laws of the State of Nevada. |
| 2014-11-25 | The Company entered into a Technology Purchase Agreement to acquire the eBalance Technology. |
| 2016-04-26 | The Company formed its wholly owned subsidiary, Cell MedX (Canada) Corp. |
| 2017-01-12 | Health Canada approved the investigational protocol for the Clinical Study. |
| 2018-01-19 | A final clinical report was submitted to Health Canada for final approval. |
| 2019-03-21 | The Company entered into an exclusive worldwide distribution agreement with Live Current Media, Inc. |
| 2020-01-29 | The Company reacquired the Direct Rights from LIVC in exchange for a royalty. |
| 2020-03-31 | The Company received Certificate No. FM 716345, certifying that the Company operates a Quality Management System which complies with the requirements of ISO 13485:2016. |
| 2020-06-02 | The Company received a certificate #MDSAP 716274. |
| 2020-07-17 | Health Canada issued a Class II Medical Device License #104925 for the eBalance Home System. |
| 2020-08-18 | Health Canada issued a Class II Medical Device License #105044 for the eBalance Pro System. |
| 2021-08-10 | The Canadian Intellectual Property Office approved the Companys EBALANCE trademark application. |
| 2022-03-15 | United States Patent and Trademarks Office issued a certificate of registration number 6,669,175 registering the trademark EBALANCE. |
| 2022-10-11 | The British Columbia Securities Commission (the BCSC) issued a cease trade order (the CTO) in respect of the securities of the Company. |
| 2023-06-05 | Health Canada suspended the Class II Medical Device System Certification licenses. |
| 2023-11-22 | The BCSC issued an order revoking the Cease Trade Order. |
| 2023-12-18 | The Company accepted subscription agreements to settle debt in the amount of $1,622,693 with shares of its common stock. |
| 2024-03-12 | The Company closed a private placement offering by issuing 2,500,000 units for gross proceeds of $75,000. |
| 2024-05-31 | End of the fiscal year. |
| 2024-08-29 | Date of the annual report. |
Keywords
eBalance Technology, microcurrent therapy, diabetes management, medical devices, debt conversion, financial results, research and development, Health Canada, FDA, penny stock
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