DEF 14C: CellMedX Corp. Proposes Increase in Authorized Capital and Director Elections via Written Consent

CellMedX Corp. announces plans to increase its authorized capital from 300 million to 7.5 billion shares and elect four directors through written consent of majority shareholders.

Summary

• CellMedX Corp. is distributing an information statement to stockholders regarding two key actions approved by written consent of holders of a majority of voting power.
• The first action is an amendment to the company's articles of incorporation to increase the authorized capital from 300,000,000 to 7,500,000,000 shares of common stock.
• The second action is the election of David Jeffs, Amir Vahabzadeh, George Adams, and Joao (John) Da Costa to the company's Board of Directors.
• These actions were approved by stockholders holding 66.0% of the outstanding common stock as of the record date, February 7, 2024.
• The company anticipates the changes will become effective 20 calendar days after the distribution of the information statement.
• The Board of Directors retains the right to abandon the increase in authorized capital prior to its effective date if deemed appropriate.
• Stockholders are not required to take any action, and no further consent or proxy is being solicited.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document primarily outlines corporate actions and required disclosures. While the increase in authorized capital could be seen as positive for future growth, there are no guarantees, and the company has a history of related-party transactions and debt settlements.

Positives

• The increase in authorized capital provides the company with greater flexibility for future corporate needs, including capital raising and strategic transactions.
• The election of directors ensures continuity and leadership for the company.
• The company has an audit committee consisting of independent directors, which oversees financial reporting and internal controls.

Negatives

• The company does not currently have any binding agreements for future capital raising or strategic transactions.
• There is no assurance that the company will be able to complete any capital raising transaction or strategic transactions even if the proposed amendment is effected.
• Several related-party transactions were conducted to settle debts with shares of common stock at $0.007 per share.

Risks

• The company operates in a competitive and rapidly changing regulatory environment.
• The company's future ability to raise additional capital through shares of its common stock may be impaired if the increase in the number of shares of common stock that the company is authorized to issue is not effected.
• David Jeffs was a director and officer of Live Current Media Inc. (Live Current) at a time when Live Current was under receivership.

Future Outlook

The company believes increasing the number of authorized shares will provide greater flexibility in planning for future corporate needs, including capital raising and strategic transactions, but there are no binding agreements currently in place.

Management Comments

• David Jeffs, Chief Executive Officer, thanks stockholders for their investment and continued interest in Cell MedX Corp.

Industry Context

This announcement reflects a company preparing for potential future growth and strategic opportunities by increasing its authorized capital, a common practice in the corporate world.

Comparison to Industry Standards

• Increasing authorized share capital is a common practice among publicly traded companies, especially those in growth phases or anticipating future capital needs.
• Comparable companies in the OTC market often undertake similar actions to enhance financial flexibility.
• The specific increase from 300 million to 7.5 billion shares is substantial and suggests the company anticipates significant future financing or acquisition activities.

Management Changes

Corporate Governance

Legal Proceedings

• David Jeffs was a director and officer of Live Current Media Inc. (Live Current) at a time when Live Current was under receivership.

Related Party Transactions

• On December 18, 2023, the Company entered into an agreement with Mr. Yaretz to settle $8,500 owed by the Company to Mr. Yaretz for shares of Common Stock at a price of $0.007 per share.
• On December 18, 2023, the Company entered into an agreement with Da Costa Management Corp. to settle $3,722 for shares of the Company's Common Stock at a price of $0.007 per share.
• As of February 14, 2024, the Company was indebted to Mr. Hargreaves in the principal amount of $3,960 pursuant to a promissory note issued by the Company to Mr. Hargreaves for amounts advanced by him to the Company.
• During the year ended May 31, 2023, Richard Jeffs advanced to the Company a total of $169,987.
• On December 18, 2023, the Company entered into an agreement with Richard Jeffs to settle $100,606 of the amounts owed to him by the Company for shares of the Company's Common Stock at a price of $0.007 per share.
• During the year ended May 31, 2023, Mr. Jeffs loaned to the Company $36,377 at a rate of 10% per annum.
• On December 18, 2023, the Company entered into an agreement with Mr. Jeffs to settle $517,718 in amounts owed to him by the Company for shares of the Company's Common Stock at a price of $0.007 per share for 73,959,729 shares of Common Stock.
• On December 18, 2023, the Company entered into an agreement with Mr. Vahabzadeh to settle $432,286 in amounts owed to him by the Company for shares of the Company's Common Stock at a price of $0.007 per share for 61,755,150 shares of Common Stock.
• On December 18, 2023, the Company entered into an agreement with Ms. Tang to settle $165,734 in amounts owed to her by the Company for shares of the Company's Common Stock at a price of $0.007 per share for 23,676,240 shares of Common Stock.
• On December 18, 2023, the Company entered into an agreement with Mr. Ahdoot to settle $167,000 in amounts owed to him by the Company for shares of the Company's Common Stock at a price of $0.007 per share for 23,857,143 shares of Common Stock.

Stakeholder Impact

• Shareholders will experience a dilution of their ownership if the authorized capital is increased and new shares are issued.
• Employees may benefit from increased financial stability and growth opportunities if the company successfully raises capital and executes strategic transactions.
• Creditors may be impacted by the company's ability to repay debts, which could be influenced by the success of future capital raising efforts.

Next Steps

• The Increase in Authorized Capital and the Election of Directors will become effective 20 calendar days after this Information Statement is distributed to the Company's Stockholders of record as of the Record Date.
• The Board of Directors may abandon the Increase in Authorized Capital at any time prior to its effective date if they deem it appropriate to do so.

Key Dates

Keywords

authorized capital, election of directors, CellMedX Corp, common stock, debt settlement, corporate governance