Departure of Directors or Certain



(d)



On July 21, 2020, and as more particularly described below in

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

, the Board of Directors of the Company (the Board) amended the Companys Amended and Restated Bylaws in accordance with the provisions of the Companys Amended and Restated Bylaws and Articles of Incorporation, as amended, to eliminate the requirement that three (3) of the members of the Board shall be appointed by the holders of the Companys Series B Preferred Stock (the Bylaw Amendment). As reported by the Company in its Current Report on Form 8-K filed on May 12, 2020, the Company repurchased 100% of the outstanding Series B Preferred Stock and as a result there are no shares of Series B Prefer red Stock issued and outstanding. The Certificate of Amendment to the Amended and Restated Bylaws of the Company, filed herewith as Exhibit 3.1, provides that the each of the three (3) director positions previously appointed by the holders of the Series B Preferred Stock shall be vacant positions and, upon appointment by the Board, shall hold office until his or her successor is duly elected and qualified by the shareholders or until his or her earlier death, resignation or removal.



Concurrently with the approval of the Bylaw Amendment, the Board, in accordance with the Companys Bylaws, appointed Peter ORourke to fill the newly created vacancy on the Board and serve as a director of the Company, effective July 21, 2020. Pursuant to the Companys Bylaws, Mr. ORoarke shall hold office until the next election of directors by the shareholders of the Company.



Mr. ORourkes background includes holding leadership roles in management consulting, private equity, aerospace and operations companies. Mr. ORourkes experience includes leadership in sales, marketing, operations, finance and performance improvement. In 2018, Mr. ORourke was appointed Acting Secretary of the U.S. Department of Veterans Affairs after serving as the Chief of Staff and Executive Director for the Office of Accountability and Whistleblower Protection. Before joining the Department of Veterans Affairs, Mr. ORouke honorably served as a U.S. Navy enlisted Airman and an Air Force Officer and Logistician. Mr. ORourke received a Bachelor of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain Management from the United States Air Forces Institute of Technology.



There are no arrangements or understandings between Mr. ORourke and any other person pursuant to which he was selected as a director of the Company, and Mr. ORourke will be granted 750,000 stock options with 250,000 vesting immediately, 250,000 vesting one year after date of grant, and 250,000 vesting two years after date of grant. There are no plans, contracts or arrangements or amendments to any plans, contracts or arrangements entered into with Mr. ORourke in connection with his election to the Board of Directors. Mr. ORourke 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.



Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year



On July 21, 2020, the Board unanimously approved amendments to Article III of the Companys Amended and Restated Bylaws to eliminate the requirement that three of the Companys seven directors be appointed by holders of the Companys Series B Preferred Stock. The text of the amendment is attached hereto as Exhibit 3.1.



Item 9.01

Financial Statements and Exhibits.



(d)

Exhibits



3.1

Amendment to the Amended and Restated Bylaws of the Company.




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: July 23, 2020


By:


/s/ John W. Huemoeller II





Name: John W. Huemoeller II





Chief Executive Officer







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