MYND ANALYTICS, INC. (OTCMKTS:MYAN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Election of Peter Unanue to the Board of Directors
Effective September 19, 2017, the Board of Directors (the “Board”) of MYnd Analytics, Inc. (the “Company”) appointed Peter Unanue to the Board. Also on September 19, 2017, the Board approved a compensation package for Mr. Unanue consisting of the following for each year that he serves on the Board: (i) a payment of $12,000 (the “Cash Payment”); (ii) options to purchase 12,000 shares (the “Options”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), under its 2012 Omnibus Incentive Compensation Plan (the “Plan”); and (iii) 12,000 restricted shares of Common Stock under the Plan (the “Restricted Shares”). The Cash Payment is payable, and the Options and Restricted Shares vest, in equal installments on a quarterly basis beginning on December 19, 2017. In connection with his appointment to the Board, Mr. Unanue also entered into the Company’s standard indemnification agreement. For more information regarding the indemnification agreement, see the subsection below entitled “—Indemnification Agreements.” The Board has not made a determination regarding any committee assignments for Mr. Unanue.
On July 19, 2017, Mr. Unanue purchased 38,100 shares of Common Stock and 38,100 warrants to purchase shares of Common Stock (with each warrant exercisable for one share of Common Stock at an exercise price of $5.25 per share) for an aggregate purchase price of approximately $200,000 as part of the Company’s approximately $8.8 million follow-on public offering. There have been no other transactions since October 1, 2014 to which the Company has been a participant in which the amount involved exceeded or will exceed $120,000, and in which Mr. Unanue, or any members of his immediate family, had or will have a direct or indirect material interest.
Indemnification Agreements
On September 19, 2017 and September 22, 2017, the Company entered into indemnification agreements with each of its directors and executive officers. The agreements provide for, among other things: the indemnification of such persons by the Company to the fullest extent permitted by the laws of the State of Delaware; the advancement to such persons by the Company of certain expenses; related procedures and presumptions of entitlement; and other related matters. The foregoing description of the indemnification agreements is not complete and is qualified in its entirety by reference to the full text of the form of such agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.
Cash Bonuses and Awards of Restricted Stock
On September 19, 2017, the Compensation Committee of the Board approved discretionary cash bonuses for George C. Carpenter IV, President and Chief Executive Officer of the Company, and Donald D’Ambrosio, Chief Financial Officer of the Company, as follows: Mr. Carpenter, $25,000 and Mr. D’Ambrosio, $20,000. The Compensation Committee also approved an award, at the recipient’s election, of either (i) 7,500 restricted shares of Common Stock or (ii) options to purchase 7,500 shares of Common Stock, for each of Mr. Carpenter and Mr. D’Ambrosio, subject to the satisfaction of certain performance criteria.
| Item 5.05. | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On September 19, 2017, the Board adopted an updated Code of Conduct and Ethics (the “Updated Code”). The Updated Code governs the conduct of all officers, directors and employees of the Company, and supersedes and replaces the previously existing Code of Ethical Conduct (the “Code”).
The Updated Code applies to all of the Company’s directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and contains the general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. The overall purpose of amending and restating the Code was to generally update the Code, to make changes in language, appearance and >
The foregoing summary of the nature of the amendments to the Code is qualified in its entirety by reference to the full text of the Updated Code, a copy of which has been posted to the Company’s website at www.myndanalytics.com under “About — Governance — Code of Conduct and Ethics.” Information contained on our website is not incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Form of Director and Officer Indemnification Agreement |
MYnd Analytics, Inc. ExhibitEX-10.1 2 s107593_ex10-1.htm Exhibit 10.1 MYND ANALYTICS,…To view the full exhibit click here
About MYND ANALYTICS, INC. (OTCMKTS:MYAN)
MYnd Analytics, Inc., formerly CNS Response, Inc., is a cloud-based predictive analytics company that provides objective clinical decision support to mental healthcare providers for the treatment of behavioral disorders, including depression, anxiety, bipolar disorder and post-traumatic stress disorder (PTSD). It uses its neurometric platform, PEER Online, to generate Psychiatric Electroencephalogram, Evaluation Registry Reports to predict the likelihood of response by an individual to certain medications for the treatment of behavioral disorders. The Company’s technology helps in evaluating pharmacotherapy options in patients suffering from non-psychotic behavioral disorders. PEER provides medical professionals with medication sensitivity data for a subject patient based upon the identification and correlation of treatment outcome information from other patients with similar neurophysiologic characteristics. This treatment outcome information is contained in the PEER Online database.
