MyDx, Inc. (OTCMKTS:MYDX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
MYDX360 SAAS Ecosystem License and Services Agreement with
Black Swan LLC
On June 12, 2017 (the Effective Date), MyDx, Inc., a Nevada
corporation (the Company) entered into the MYDX360 SAAS Ecosystem
License and Services Agreement (the SAAS Agreement) with Black
Swan, LLC, a Nevada limited liability company (Black Swan). Under
the terms of the SAAS Agreement, the Company granted Black Swan a
non-exclusive limited license to: (i) access the Companys
Database (as defined in the SAAS Agreement) (the Access License),
and (ii) use the Companys Powered by MyDx trademark and the MyDx
logo on Black Swans products (the Brand License, and together
with the Access License, the MyDx License). Additionally, the
SAAS Agreement provides Black Swan with (i) market research
regarding the packaging of Black Swans products in coordination
with Black Swans objectives (the Brand Services) and (ii)
delivery of certain quantities of the Companys smart devices,
cartridges, batteries, and other hardware to Black Swan (the
Product Services and, together with the Brand Services, the MyDx
Services). The total consideration to the Company from Black Swan
in exchange for the grant of the MyDx License and the MyDx
Services is $78,880, paid as follows:
| (a) |
$15,000 within thirty (30) calendar days of the signing of the SAAS Agreement; and |
| (b) |
Each of (i) $14,940 every six months for the Companys cartridges, (ii) $25,0000 for the Eco Smart Pens, and (iii) $23,940 for the batteries shall be paid by Black Swan within thirty calendar days of the Company providing an invoice for such hardware to Black Swan. |
The term of the SAAS Agreement shall be three years from the
Effective Date (the Term). The Company shall have the right, in
its sole discretion, to terminate the SAAS Agreement if Black
Swan does not order and pay for at least 6,000 cartridges every
six months at a cost of $2.49 per cartridge ($14,940 in total
every six months).
During the Term of the SAAS Agreement and for the five (5) years
thereafter, Black Swan shall not manufacture, market, or sell any
products utilizing the MyDx License and the MyDx Services without
the prior written consent of the Company. If Black Swan breaches
its obligations under the non-compete section set forth in the
SAAS Agreement, Black Swan shall pay the Company $200 per day as
liquidated damages for each day Black Swan continues to, without
the prior written consent of the Company, manufacture, market, or
sell any products utilizing the MyDx License and the MyDx
Services.
Advertising Broker Services Agreement with Cellsius
Technology Inc.
On June 9, 2017 (the Closing Date), the Company entered into an
Advertising Broker Services Agreement (the Advertising Agreement)
with Cellsius Technology Inc., a Canadian corporation (Cellsius).
to the terms of the Advertising Agreement, the Company engaged
Cellsius to provide the following services (collectively (a)
through (e) below, the Services):
| (a) |
Execute on a product marketing and advertising plan leveraging radio campaigns across Ontario and Vancouver, premium super boards across Toronto, a Popular Life> |
| (b) |
To assist the Company with respect to online and offline marketing and advertising campaigns, including social media, which may be suitable for the Company and the advertising of its business, with a particular focus on the Company’s product marketing and go to market initiatives; |
| (c) |
To develop a strategy for the Company with respect to securing new subscribers and or sales for products and/or services which may be offered by the Company, including effective means for securing new customers through targeted product landing pages and the double opt-in consent process; |
| (d) |
As directed and thereby approved by the Company, to use the Cost Retainer (as defined in the Advertising Agreement) funds in order to purchase and pursue online and or offline marketing and advertising campaigns, in order to secure new subscribers and or sales for products and/or services which may be offered by the Company and as defined therein; and |
| (e) |
As requested by the Company, to provide introductions to third-party service providers, including other niche advertising agencies, consultants, internet search engine operators and programmers. In connection with the foregoing, the Company acknowledges and agrees that: it will retain the ultimate responsibility for developing and maintaining any relationships which may arise from the introductions provided by Cellsius from the introduction. |
The Advertising Agreement is effective as of the Closing Date and
shall continue in effect until the date that is one (1) year
thereafter unless terminated earlier in accordance with the terms
of the Advertising Agreement. In addition to the foregoing, the
Advertising Agreement will automatically renew and continue for a
rolling period of one month unless terminated by either party
upon fifteen business days prior written notice.
In exchange for the Services, the Company agrees to pay Cellsius
cash in the aggregate amount of $37,000 payable to Cellsius. In
the event that the Advertising Agreement is terminated for any
reason (including, but not limited to, termination by the Company
for any violation or alleged violation of the Advertising
Agreement by Cellsius), the Company agrees to pay Cellsius,
within three business days of such termination, one lump sum
payment as detailed in the Advertising Agreement.
Within two business days of execution of this Agreement, the
Company shall tender payment (the Investment Shares) equal to
75,000,000 shares of the Company’s restricted common stock. The
Investment Shares once issued and tendered (and physically
received by the Cellsius) shall be irrevocable and considered
earned, due, and payable to the Cellsius, without any security
interest, liens, claims, or other encumbrances. Notwithstanding
the Company shall reserve the right to redeem the Investment
Shares in whole, in the event all payments due under the Cost
Retainer (as defined in the Advertising Agreement) and cash
compensation are received on time or no later than within ten
days of the due date.
Item 1.01 of this Current Report on Form 8-K contains only a
brief description of the material terms of each of the SAAS
Agreement and the Advertising Agreement 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 each of the
SAAS Agreement and the Advertising Agreement are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity
Securities.
Item 1.01 above is hereby incorporated by reference.
The Investment Shares were not registered under the Securities
Act of 1933, as amended (the Securities Act). The Investment
Shares qualified for exemption under Section 4(a)(2) of the
Securities Act since the issuance of the Investment Shares by us
did not involve a public offering. The offering was not a public
offering as defined in Section 4(a)(2) due to the insubstantial
number of persons involved in the deal, size of the offering,
manner of the offering and number of securities offered. We did
not undertake an offering in which we sold a high number of
securities to a high number of investors. In addition, the holder
of the Investment Shares had the necessary investment intent as
required by Section 4(a)(2) of the Securities Act as the investor
agreed to and received the Investment Shares bearing a legend
stating that such Investment Shares are restricted to Rule 144 of
the Securities Act. This restriction ensures that the Investment
Shares would not be immediately redistributed into the market and
therefore not be part of a public offering. Based on an analysis
of the above factors, we have met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.
Item 8.01 Other Events.
Termination of ANP Technologies License Agreement
On October 4, 2016, the Company entered into a One-Time,
Non-Exclusive Resale License Agreement with ANP Technologies
(ANP), to which ANP was required to provide 10,000 units of ANPs
product. On June 9, 2017, the Company and ANP terminated the
License Agreement.
MOU with Risk Management Solutions Company
On June 1, 2017, the Company and a risk management solutions
company (the MOU Counterparty) entered into a non-binding
Memorandum of Understanding (the MOU). The MOU calls for the
Company and the MOU Counterparty to enter into a definitive
agreement whereby the Company will share its data with the MOU
Counterparty. This data consists of user feedback and chemical
profile comparisons generated by consumers use of the MyDx
portable analyzer in combination with the CannaDxTM
sensor. The MOU Counterparty will be provided a limited license
to the data to create a co-branded MyDx/ MOU Counterparty report
concerning cannabis chemical analysis to be released for sale in
2017.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | ||
| 10.1 |
MYDX360 SAAS Ecosystem License and Services Agreement, dated June 12, 2017 |
||
| 10.2 | Advertising Broker Services Agreement, dated June 9, 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.
