AVANT DIAGNOSTICS, INC. (OTCMKTS:AVDX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

October 2016 Financing

Between October 28, 2016 and November 7, 2016, Avant Diagnostics,
Inc. (the Company) entered into a various convertible promissory
notes (collectively, the Oct 2016 Notes) with accredited
investors (the October 2016 Investors) to which the October 2016
Investors purchased an aggregate principal amount of $65,000 of
Convertible Promissory Notes for an aggregate purchase price of
$65,000 (the October 2016 Financing). The Oct 2016 Notes bear
interest at 12% per annum and mature on six months from the date
of issuance. The Oct 2016 Notes will be convertible at the option
of the holder at any time into shares of common stock, at an
initial conversion price equal to the lesser of (i) $0.25 or (ii)
the closing sales price of such common stock on the date of
conversion, subject to adjustment (Initial Conversion Price).

The Initial Conversion Price is subject to anti-dilution
adjustment for subsequent lower price issuances by the Company,
as well as customary adjustments provisions for stock splits,
stock dividends, recapitalizations and the like.

At any time upon five (5) days notice written notice to the
October 2016 Investors, (a Prepayment Notice), the Company may
prepay any portion of the principal amount of the Oct 2016 Notes.
If the Company exercises its right to prepay the Oct 2016 Notes,
the Company shall within three (3) days after such five-day
period (the Prepayment Period), make payment to the October 2016
Investors of an amount in cash equal to the sum of the then
outstanding principal amount of the Oct 2016 Note that it desires
to prepay, multiplied by (a) 1.1, during the first thirty (30)
days after the execution of the Oct 2016 Note, 1.15, during the
thirty-first (31st) to sixtieth (60th) days after the execution
of the Oct 2016 Note, (c) 1.20, during the sixty-first (6lst) to
ninetieth (90th) days after the execution of the Oct 2016 Note,
and (d) l.25,on the ninety-first (91st) day and thereafter after
the execution of the Oct 2016 Notes (the Prepayment Multiplier).
If the Company engages in any subsequent financing in which the
October 2016 Investors elect not to participate, or sells any of
its assets other than in the ordinary course, while any portion
of this Note remains outstanding, any proceeds of such subsequent
financing or asset sale in excess of $500,000 must be applied
toward repayment of the Oct 2016 Note, subject to the Prepayment
Multiplier, within three (3) days of the closing of such
subsequent financing or asset sale. For the avoidance of doubt,
the Prepayment Multiplier shall be applicable to any payment of
principal under the Oct 2016 Note.

Each of the Oct 2016 Investors have contractually agreed to
restrict their ability to convert the Oct 2016 Notes such that
the number of shares of the Company common stock held by each of
them and their affiliates after such conversion does not exceed
4.99% of the Companys then issued and outstanding shares of
common stock.

The full principal amount of the Oct 2016 Notes are due upon a
default under the terms of the Oct 2016 Notes. During the
existence and continuance of an event of default under the Oct
2016 Notes, the outstanding principal amount of the Oct 2016
Notes shall incur interest at a rate of 18% per annum. As of the
date hereof, the Company is obligated on $65,000 face amount of
Oct 2016 Notes issued to the Oct 2016 Investors. The Oct 2016
Notes are a debt obligation arising other than in the ordinary
course of business which constitute a direct financial obligation
of the Company.

The securities sold in the October 2016 Financing were not
registered under the Securities Act of 1933, as amended (the
Securities Act), or the securities laws of any state, and were
offered and sold in reliance on the exemption from registration
afforded by Section 4(a)(2) under the Securities Act and
Regulation D promulgated thereunder and corresponding provisions
of state securities laws, which exempt transactions by an issuer
not involving any public offering. Each October 2016 Investor is
an accredited investor as such term is defined in Regulation D
promulgated under the Securities Act. This Current Report shall
not constitute an offer to sell or the solicitation of an offer
to buy, nor shall such securities be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements and certificates evidencing such
shares contain a legend stating the same.

The foregoing information is a summary of the agreement involved
in the transaction described above, is not complete, and is
qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 4.1 and
incorporated herein by reference. Readers should review such
agreement for a complete understanding of the terms and
conditions associated with this transaction.

Nov 2016 Financing

Between November 16, 2016 and January 3, 2017, the Company
entered into a various convertible promissory notes
(collectively, the Nov 2016 Notes) with accredited investors (the
Nov 2016 Investors) to which the Nov 2016Investors purchased an
aggregate principal amount of $786,500 of Original Issue Discount
Senior Secured Convertible Notes for an aggregate purchase
priceof$605,000 (the Nov 2016 Financing). The Nov 2016 Notes bear
interest at 8% and mature on January 15, 2018. The Nov 2016 Note
will be convertible at the option of the holder at any time into
shares of common stock, at an initial conversion price equal to
$0.15, subject to adjustment (Nov 2016 Initial Conversion Price).

In connection with the issuance of the Nov 2016 Notes, each Nov
2016 Investor received such number of shares of common stock
equal to 50% of their subscription amount divided by the Initial
Conversion Price (Commitment Shares).

The conversion price of the Nov 2016 Notes is subject to
anti-dilution adjustment for subsequent lower price issuances by
the Company, as well as customary adjustments provisions for
stocksplits,stock dividends, recapitalizations and the like.

The full principal amount of the Nov 2016 Notes is due upon
default under the terms of Nov 2016 Notes. Beginning on January
15, 2017 and continuing on the same day of each successive month
thereafter, the Company must prepay 1/12^th of the
aggregate face amount of the Notes, plus all accrued interest
thereon, either in cash or in common stock, at the option of the
Company. The Nov 2016 Initial Conversion Price is subject to
anti-dilution adjustment for subsequent lower price issuances by
the Company, as well as customary adjustments provisions for
stock splits, stock dividends, recapitalizations and the like.

Each of the Nov 2016 Investors have contractually agreed to
restrict their ability to convert the Nov 2016 Notes such that
the number of shares of the Company common stock held by each of
them and their affiliates after such conversion or exercise does
not exceed 4.99% of the Companys then issued and outstanding
shares of common stock.

The full principal amount of the Nov 2016 Notes are due upon a
default under the terms of the Nov 2016 Notes. During the
existence and continuance of an event of default under the Nov
2016 Notes, the outstanding principal amount of the Nov 2016
Notes shall incur interest at a rate of 18% per annum. If the
Company is not current in its reporting obligations with the
Securities and Exchange Commission (the SEC), it shall face a 25%
penalty on the unpaid balance remaining on the Nov 2016 Note. At
any time after the Holder becoming aware of an Event of
Default(as defined in the Nov 2016Notes), the Nov 2016 Investors
may require the Company to redeem all or any portion of the Nov
2016 Notes. If the Company is late making a scheduled payment
thenevery month the Company will be required to issue an equal
amount of common stock for the unpaid balance for that month at
per share price of $0.10 (Default Shares). In the event that the
Companys common stock is trading less than $0.10 a share, then
the share price of the Default Shares will be issued at a 35%
discount to the market for the previous 5 trading day VWAP. The
Nov 2016 Notes rank senior to all current and future indebtedness
of the Company and are secured by the certain of the Companys
equipment as set forth in the Nov 2016 Notes.

As of the date hereof, the Company is obligated on $786,500 face
amount of Nov 2016 Notes issued to the Nov 2016 Investors. The
Nov 2016 Notes are a debt obligation arising other than in the
ordinary course of business which constitute a direct financial
obligation of the Company.

The securities sold in the November 2016 Financing were not
registered under the Securities Act, or the securities laws of
any state, and were offered and sold in reliance on the exemption
from registration afforded by Section 4(a)(2) under the
Securities Act and Regulation D promulgated thereunder and
corresponding provisions of state securities laws, which exempt
transactions by an issuer not involving any public offering. Each
Nov 2016 Investor is an accredited investor as such term is
defined in Regulation D promulgated under the Securities Act.
This Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall such securities be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements and
certificates evidencing such shares contain a legend stating the
same.

The foregoing information is a summary of the agreement involved
in the transaction described above, is not complete, and is
qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 4.2 and
incorporated herein by reference. Readers should review such
agreements for a complete understanding of the terms and
conditions associated with this transaction.

December 2016 Binding LOI for Merger with PHDX and related
Bridge Note

On November 28, 2016, the Company entered into a Binding Letter
of Intent (the Binding LOI) with Prism Health Dx, Inc. (PHDX) for
a business combination transaction wherein the Company agreed to
issue such number of shares of common stock equal to 50% of the
post-transaction outstanding shares of the Company to the
shareholders of PHDX in exchange for the acquisition of 50% of
the outstanding common stock of PHDX. The Binding LOI contained
exclusivity provisions wherein PHDX agreed not to enter into
negotiations or discussions with third parties regarding similar
transactions for a period of 90 days from the date of the Binding
LOI (the Exclusivity Period). Concurrently with the execution of
the Binding LOI, the Company agreed to lend PHDX an aggregate of
$200,000, which was evidenced by a promissory note that bears
interest at 5% per annum and matures one year from the date of
issuance to support PHDXs ongoing working capital needs to
complete the transaction (the Bridge Note). The transaction was
not consummated within the Exclusivity Period and the parties are
no longer pursuing the transaction.The Bridge Note remains an
outstanding obligations owed to the Company.

The foregoing information is a summary of the agreements involved
in the transaction described above, is not complete, and is
qualified in its entirety by reference to the full text of such
agreements, copies of which are attached hereto as Exhibit 4.3
and Exhibit 10.1 and incorporated herein by reference. Readers
should review such agreements for a complete understanding of the
terms and conditions associated with this transaction.

January 2017 Exchange

On January 25, 2017, the Company entered into an Exchange
Agreement (the Exchange Agreement) with Gregg Linn, the Companys
chief executive officer (the Executive). to the terms of the
Exchange Agreement, the Company agreed to issue 3,000 shares of
the Companys series B preferred stock (the Preferred Stock) in
exchange for the cancellation of $98,000 in accrued but unpaid
compensation owed to the Executive. The terms of the Preferred
Stock, including the terms of conversion, are provided below
under Item 5.03. The Preferred Stock was offered and sold to an
exemption from the registration requirements provided by Section
3(a)(9) of the Securities Act of 1933, as amended. The foregoing
information is a summary of the agreements involved in the
transaction described above, is not complete, and is not
complete, and is qualified in its entirety by reference to the
full text of such agreement, copies of which will be filed as
exhibits to the Companys quarterly report on Form 10-Q for the
fiscal quarter ending March 31, 2017. Readers should review such
agreements for a complete understanding of the terms and
conditions associated with this transaction. Concurrently with
the June 2017 Financing discussed below, the Preferred Stock will
be cancelled upon the Company raising a total of $400,000 in the
June 2017 Financing.

The foregoing information is a summary of the agreement involved
in the transaction described above, is not complete, and is
qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 10.2 and
incorporated herein by reference. Readers should review such
agreement for a complete understanding of the terms and
conditions associated with this transaction.

April 2017 MSPrecise license termination

On April 26, 2017, the Companys license to MSPrecise from the
University of Texas Southwestern (UTSW) was terminated due to
non-compliance with certain diligent prosecution provisions under
the license (Terminated License). The Company maintains full
ownership over significant intellectualproperty in the form of
patents, patent applications, know-how and data that it believes
will limit the UTSWs, or a future licensors, freedom to operate
(Limiting IP) in commercializing MSPrecise in the form in which
it has been clinically tested to date. The Company has informed
UTSW of the Companys Limiting IP, as well as the Companys desire
to regain certain commercial rights previously granted under the
Terminated License.

June 2017 Financing

On June 19, 2017, the Company entered into a securities purchase
agreement (the Agreement) with an accredited investor (the June
2017 Investor) to which the June 2017Investor purchased a Senior
Secured Convertible Note for an aggregate purchase price of
$300,000 (the June 2017 Note). The June 2017 Notes bear interest
at8%and mature thirty-six months from the date of issuance. The
June 2017 Notes will be convertible at the option of the holder
at any time into shares of common stock, at an initial conversion
price equal to $0.06 per share, subject to adjustment (June 2017
Initial Conversion Price). Upon an investment of an additional
$100,000 by theJune 2017 Investor or another financier approved
by the June 2017 Investor, bringing the total investment under
the terms of the June 2017 Note to a minimum of $400,000,
thePreferred Stock issued to theExchange Agreement described
aboveshall be cancelled.

In connection with the Agreement, the June 2017 Investor received
an aggregate of 600,000 shares of common stock (the June 2017
Commitment Shares), a warrant to purchase such number of shares
of common stock equal to 200% of their subscription amount
divided by the June 2017 Initial Conversion Price (the June 2017
Warrant) and a purchase right to purchase such number of shares
of common stock equal to 800% of their subscription amount
divided by the June 2017 Initial Conversion Price (the June 2017
Right). The June 2017 Warrant is exercisable for a period of five
years from the date of issuance at an initial exercise price of
$0.06. The June 2017 Right is exercisable beginning on the
eighteen (18) month anniversary of the date of issuance until the
five year anniversary of the date of issuance at an initial
exercise price of $0.06.

In addition, on June 20, 2017, in consideration for thedeferral
of certain conditions precedent set forth in the June 2017
Agreement, the Company and the June 2017 Investor entered into a
letter agreement to which the Company agreed to sell the June
2017 Investor an aggregate of 10,000,000 shares of the Companys
common stock at a price of $0.00001 per share for aggregate
consideration of $100.

The conversion price of the June 2017 Note is subject to
customary adjustments provisions for stock splits, stock
dividends, recapitalizations and the like. The exercise price of
the June 2017 Warrant and the June 2017 Right are subject to
anti-dilution adjustment for subsequent lower price financings by
the Company, as well as customary adjustments provisions for
stock splits, stock dividends, recapitalizations and the like.

Following the six (6) month anniversary of the date of the
Agreement, the June 2017 Investor shall have the option to call
on the Company for the redemption of the June 2017 Note from the
June 2017 Investor, provided that the Company has raised
sufficient funds to repay such June 2017 Note. In the event of
such optional redemption, the June 2017 Investorshall be paid in
the full principal amount and all other accrued and unpaid
interest to the date of redemption.

The June 2017 Note provides that until the June 2017 Note is no
longer outstanding, any subsequent financing by Company, whether
in debt or equity, shall require prior written consent of June
2017 Investor. In addition, in the event of a subsequent
financing (except for certain exempt issuances as provided in the
June 2017 Note) by the Company, the June 2017 Investor will have
the right to participate in such subsequent financing up to an
amount equal to the subscribers proportionate share of the
subsequent financing based on such subscribers participation in
the offering on the same terms, conditions and price provided for
in the subsequent financing. The June 2017 Note also provide that
for as long as the June 2017 Note is outstanding, in the event of
a subsequent financing (except for certain exempt issuances as
provided in the June 2017 Note), the subscriber may elect, in its
sole discretion, to exchange all, but not less than all, of the
Securities then held by June 2017 Investor for any securities
issued in a subsequent financing based on the outstanding
principal amount of the June 2017 Note.

The Company agreed that while the June 2017 Note is outstanding,
it will not enter into any variable rate transactions with any
investor.

The Company shall include on the next registration statement the
Company files with SEC (or on the subsequent registration
statement if such registration statement is withdrawn) all shares
issuable upon conversion of the June 2017 Note and all shares
issuable upon exercise of the June 2017 Warrant and June 2017
Rights, and the June 2017 Commitment Shares (the Registrable
Securities). Failure to include such on the registration
statement will result in liquidated damages of 25% of the
outstanding principal balance of the June 2017 Note, but not less
than $100,000, being immediately due and payable to the June 2017
Investor at its election in the form of cash payment provided
however if the reason for such non-registration of all or any
portion of the Registrable Securities is the result of either (i)
in the case of an underwritten offering, the managing underwriter
as set forth below or (ii) SEC Guidance (as defined in the June
2017 Note) under Rule 415 or similar rule which limits the number
of Registrable Securities which may be included in a registration
statement with respect to June 2017 Investor, no liquidated
damages will be due and payable to the June 2017 Investor.

The June 2017 Investor shall have the right to appoint up to four
directors on our board of directors.

The full principal amount of the June 2017 Notes are due upon a
default under the terms of the June 2017 Notes. The June 2017
Notes rank senior to all current and future indebtedness of the
Company and are secured by all of the assets of the Company to
the terms of that certain pledge and security agreement, entered
into in connection with the June 2017 Note.

As of the date hereof, the Company is obligated on $300,000 face
amount of June 2017 Notes issued to the June 2017 Investor. The
June 2017 Notes are a debt obligation arising other than in the
ordinary course of business which constitute a direct financial
obligation of the Company.

The securities sold in the June 2017 Financing were not
registered under the Securities Act, or the securities laws of
any state, and were offered and sold in reliance on the exemption
from registration afforded by Section 4(a)(2) under the
Securities Act and Regulation D promulgated thereunder and
corresponding provisions of state securities laws, which exempt
transactions by an issuer not involving any public offering. Each
June 2017 Investor is an accredited investor as such term is
defined in Regulation D promulgated under the Securities Act.
This Current Report shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall such securities be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements and
certificates evidencing such shares contain a legend stating the
same.

The foregoing information is a summary of the agreements involved
in the transaction described above, is not complete, and is
qualified in its entirety by reference to the full text of such
agreements, copies of which are attached hereto as Exhibit 4.4,
Exhibit 4.5, Exhibit 4.6, Exhibit 10.3 and Exhibit 10.4 and
incorporated herein by reference. Readers should review such
agreements for a complete understanding of the terms and
conditions associated with this transaction.

On June 19, 2017, the board of directors of the Company appointed
Jeff Stephens as a director of the Company, effective
immediately. Mr. Stephens does not have any family relationship
with any director, executive officer or person nominated or
chosen by us to become a director or executive officer. Mr.
Stephens, as the General Partner of the June 2017 Investor, was
appointed to our board of directors in connection with the June
2017 Financing. Except with respect to the contractual
obligations of the Company set forth under the June 2017
Financing, there is no understanding or arrangement between Mr.
Stephens and any other person to which Mr. Stephen was selected
as a director. The June 2017 Investor also participated in the
November 2016 Financing and Mr. Stephens is also the CEO of
another investor who participated in the November 2016 Financing.
Except as set forth above, there are no transactions in which Mr.
Stephen has an interest requiring disclosure under Item 404(a) of
Regulation S-K.

Mr. Stephens is a co-founder and a Managing Partner of Infusion
51a LP, International Infusion Holdings LLC, and International
Infusion Advisors LLC. Mr. Stephens is also the CEO of
International Infusion Inc., International Infusion LP, and a
co-founder and director of Vivacitas Oncology, Inc. With an
emphasis on the global market, he uses key positioning and
strategies to identify investment vehicles that meet proprietary
investment parameters. He currently serves as the managing
partner of International Infusion, a think tank venture capital
firm aimed directly at disruptive technologies. Mr. Stephens
co-founded and is a director of the not-for-profit organization
Camp Athlete, Inc., which is an organization geared towards
students to improve their academic and athletic achievements. He
graduated from the University of Southern Indiana with a B.S. in
Psychology.

On January 27, 2017, the Company filed a Certificate of
Designation of Preferences, Rights and Limitations of the
Preferred Stock with the Secretary of State of the State of
Nevada (the Certificate of Designation). The following is only a
summary of the Certificate of Designation and is qualified in its
entirety by reference to the full text of the Certificate of
Designation which is attached hereto as Exhibit 3.1 and
incorporated herein by reference. Readers should review such
Certificate of Designation for a complete understanding of the
terms and conditions associated with this transaction.

Designation, Amount and Par Value. The number of shares of
Preferred Stock designated shall be up to 3,000. Each share of
Preferred Stock shall have a par value of $0.001 per share and a
stated value equal to $0.0001 (the Stated Value).

Dividends. Except as otherwise required by law, no
dividend shall be declared or paid on the Preferred Stock.

Voting Rights. Except as otherwise expressly required by
law, the holder of Preferred Stock shall be entitled to vote on
all matters submitted to shareholders of the Company and shall
have the number of votes equal all other outstanding shares of
capital stock of the Company outstanding at the record date for
the determination of shareholders entitled to vote on such matter
or, if no such record date is established, at the date such vote
is taken or any written consent of shareholders is solicited,
multiplied by two, such that the holders of outstanding shares of
Preferred Stock shall always constitute two-thirds of the voting
power of the Company. By way of example, if there are 100,000,000
shares of capital stock of the Company outstanding as of the
record date, the holder of Preferred Stock would be entitled to
200,000,000 votes on such matters to be voted upon by the
shareholders. Except as otherwise required by law, the holders of
shares of Preferred Stock shall vote together with the holders of
common stock on all matters and shall not vote as a separate
class. As long as any shares of Preferred Stock are outstanding,
the Corporation shall not, without the affirmative vote of the
Holder of the then outstanding shares of the Preferred Stock, (a)
alter or change adversely the powers, preferences or rights given
to the Preferred Stock or alter or amend the Certificate of
Designation, (b) amend its articles of incorporation or other
charter documents in any manner that adversely affects any rights
of the Holder, (c) increase the number of authorized shares of
Preferred Stock, or (d) enter into any agreement with respect to
any of the foregoing.

Liquidation. Upon any liquidation, dissolution or
winding-up of the Company, whether voluntary or involuntary (a
Liquidation), the holder shall not be entitled to receive
out of the assets, whether capital or surplus, any amount or any
assets in the Company.

No Redemption; No Preemptive Rights. The shares of
Preferred Stock are not redeemable by the Company. The shares of
Preferred Stock are not entitled to any preemptive or
subscription rights in respect of any securities of the Company.

Fundamental Transaction. If, at any time while the
Preferred Stock is outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects a
Fundamental Transaction (as defined in the Certificate of
Designation), then, the Company shall cause any successor entity
in a Fundamental Transaction in which the Company is not the
survivor (the Successor Entity) to assume in writing all of the
obligations of the Company under the Certificate of Designation
to written agreements in form and substance reasonably
satisfactory to the holder and approved by the holder (without
unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the holder of the Preferred Stock,
deliver to the Holder in exchange for this Preferred Stock a
security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this
Preferred Stock, and which is reasonably satisfactory in form and
substance to the holder. Upon the occurrence of any such
Fundamental Transaction, the Successor Entity shall succeed to,
and be substituted for (so that from and after the date of such
Fundamental Transaction, the provisions of the Certificate of
Designation referring to the Corporation shall refer instead to
the Successor Entity), and may exercise every right and power of
the Company and shall assume all of the obligations of the
Company under the Certificate of Designation with the same effect
as if such Successor Entity had been named as the Company.

(d) Exhibits. The following exhibits are filed with this report:

Avant Diagnostics, Inc Exhibit
EX-10.2 10 avdx_ex102.htm EXCHANGE AGREEMENT avdx_ex102.htmEXHIBIT 10.2   EXCHANGE AGREEMENT   THIS EXCHANGE AGREEMENT (the “Agreement”),…
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About AVANT DIAGNOSTICS, INC. (OTCMKTS:AVDX)

Avant Diagnostics, Inc., formerly American Liberty Petroleum Corp., is a medical diagnostic technology company. The Company focuses on the commercialization of a series of microarray-based diagnostic tests that provide early detection of cancers, neurodegenerative diseases, and other chronic and severe disease states. The Company specializes in large panel biomarker tests. The Company’s lead product is OvaDx, a non-invasive proteomics diagnostic screening test for the early detection of ovarian cancer. The Company’s primary activities are preparing sample specimens in order for OvaDx to obtain the United States Food and Drug Administration (FDA) approval. The Company’s product, OvaDx, is a microarray-based test that measures the activation of the immune system in blood samples in response to early-stage ovarian tumor cell development. It identifies stage I, II, III and IV disease markers in patient samples.