MyDx, Inc. (OTCMKTS:MYDX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
Entry into a Definitive Material Agreement. |
As MyDx, Inc. (the Company), previously disclosed in a Current
Report on Form 8-K filed on March 10, 2017, the Company had sued
Phoenix Fund Management, LLC (Phoenix) to prevent further
issuances and conversion notices to, respectively, a June 2016
$250,000 Section 3(a)(10) settlement and an October 2016
$1,000,000 convertible promissory note. Between February 23, 2017
and March 8, 2017, Phoenix submitted five (5) issuance or
conversion requests to the Companys transfer agent for a total of
239,188,023 shares of the Companys common stock. As a result of
the settlement described below, none of these share were issued.
On March 10, 2017, the Company entered into a Settlement
Agreement with Phoenix dated March 9, 2017 (the Phoenix
Settlement). to the Phoenix Settlement, Phoenix has agreed it is
no longer entitled to any shares to these two agreements, which
are now considered paid in full. On March 15, 2017, in connection
with the Phoenix Settlement, the Company filed a motion to
dismiss the pending lawsuit with the Eleventh Judicial Circuit of
Florida.
On March 13, 2017, the Company and Bright Light Marketing, Inc.
(BLM), in a settlement related to the Phoenix Settlement, entered
into a Settlement Agreement dated March 10, 2017 (the BLM
Settlement). In 2016, BLM notified the Company that Phoenix was a
potential lender. to the BLM Settlement, BLM will pay the Company
a total of $217,500 over the next twelve (12) months. BLM is due
to pay the first $100,000 within thirty (30) business days of the
signing of the BLM Settlement. BLM will then pay the Company
$10,000 per month on the first day of the next eleven (11) months
with the final payment of $7,5000 due on March 1, 2018.
On March 14, 2017, the Company and Vista Capital Investments, LLC
(Vista) entered into a Settlement Agreement dated March 14, 2017
(the Vista Settlement). Vista claimed, and the Company disputed,
that Vista was still entitled to certain payments to convertible
promissory notes the Company previously issued. On March 13,
2017, Vista submitted a conversion request of 68,437,500 shares
of the Companys common stock. to the Vista Settlement, the
Company issued 35,000,000 shares to Vista on March 14, 2017 and
all convertible promissory notes issued by the Company to Vista
are now considered paid in full.
Item 1.01 of this Current Report on Form 8-K contains only a
brief description of the material terms of each of the Phoenix
Settlement, the BLM Settlement, and the Vista Settlement and does
not purport to be a complete description of the rights and
obligations of the parties thereunder, and such descriptions are
qualified in their entirety by reference to the documents. A copy
of the Phoenix Settlement, the BLM Settlement, and the Vista
Settlement is filed as Exhibits 10.1, 10.2, and 10.3
respectively, to this Current Report on Form 8-K.
Item 3.02 | Unregistered Sales of Equity Securities. |
The description in Item 1.01 of the shares issued by the Company
to Vista is incorporated herein. The issuance of the shares set
forth herein was made in reliance on the exemption provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the
Securities Act) for the offer and sale of securities not
involving a public offering. The Companys reliance upon Section
4(a)(2) of the Securities Act in issuing the securities was based
upon the following factors: (a) the issuance of the securities
was an isolated private transaction by us which did not involve a
public offering; (b) there was only one recipient; (c) there were
no subsequent or contemporaneous public offerings of the
securities by the Company; (d) the securities were not broken
down into smaller denominations; (e) the negotiations for the
issuance of the securities took place directly between the
individual and the Company; and (f) the recipient of the
securities is an accredited investor.
From November 22, 2016 through March 16, 2017, the Company has
issued, in reliance upon Section 4(a)(2) of the Securities Act,
1,086,998,015 shares of common stock at a weighted average price
per share of $0.001096 to conversion notices of convertible
promissory notes outstanding totaling approximately $1,164,000.
The shares were issued to a total of five lenders. The issuance
of such convertible promissory notes was previously disclosed in
the Companys periodic reports filed with the Securities and
Exchange Commission. As of March 16, 2017, the remaining
principle balance owed by the Company to a convertible promissory
note is $35,000 owed to one lender. This promissory note is not
convertible prior to May 13, 2017.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | ||
10.1 |
Settlement Agreement and Mutual Releases with Phoenix Fund Management, LLC dated March 9, 2017 |
||
10.2 |
Settlement Agreement and Mutual Releases with Bright Light Marketing, Inc. dated March 13, 2017 |
||
10.3 |
Settlement Agreement and Mutual Releases with Vista Capital Investments, LLC, dated March 14, 2017 |
About MyDx, Inc. (OTCMKTS:MYDX)
MyDx, Inc., formerly Brista Corp., is a science and technology company. The Company develops and commercializes technology and devices to measure chemicals of interest in solid, liquid or gas samples. The Company’s MyDx product is a portable chemical sensor with a hand-held analyzer and associated mobile application. Its MyDx device includes MyDx Analyzer and MyDx App. Its MyDx device with interchangeable sensors allows users to test for pesticides in food, fruits, herbs, plants and vegetables; chemicals in water, and toxins in the air. Its MyDx device uses nanotechnology and measures chemicals. MyDx device has an interface designed to communicate through Bluetooth with associated mobile application, which is downloadable on IPhone operating system (iOS), Android or Windows smartphone. The Company’s CannaDx Sensor measures the levels of chemicals with interest in Cannabis, including Cannabinoids and Terpenes and the Total Canna Profile (TCP) of the plant. MyDx, Inc. (OTCMKTS:MYDX) Recent Trading Information
MyDx, Inc. (OTCMKTS:MYDX) closed its last trading session up +0.00010 at 0.00380 with 43,852 shares trading hands.