MyDx, Inc. (OTCMKTS:MYDX) Files An 8-K Regulation FD DisclosureItem 7.01
On November 14, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) and Convertible Promissory Note in the original principal amount of $35,000 (the “Note”) with Crown Bridge Partners, LLC (“Crown”) to which Crown funded $31,500 to the Company after the deduction of a $3,500 original issue discount and $1,500 for legal fees. The Note bore interest at the rate of 8% and was to be repaid on or before November 14, 2017 (the “Maturity Date”). Through 180 days after the date of the Note’s issuance (the “Prepayment Deadline”), the Company could repay the Note at a premium to the amount outstanding at the time of prepayment (as determined in the Note). The Note was able to be converted by Crown at any time after the six (6) month anniversary of the Note into shares of the Company’s common stock at a conversion price equal to 50% of the market price (as determined in the Note).
On April 30, 2017, the Company sent an initial payoff request to Crown so that it could repay the amount due to the Note (including all penalties and interest) prior to the Prepayment Deadline. Subsequently, between May 9th and June 4th, the Company sent further requests for such wire instructions. Despite such requests, on July 3, 2017, Crown converted $36,749.04 (the entire amount due to the Note including all penalties and interest) into 14,699,616 shares of the Company’s common stock. In light of the Company’s notification required in the SPA to repay the Note to its terms, the Company believes Crown may have breached the terms of the Note.
The information contained in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.
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.