MYND ANALYTICS, INC. (OTCMKTS:MYAN) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01.

(a) Dismissal of Independent Certifying Accountant

On April 21, 2017, MYnd Analytics, Inc. (the Company) informed
Anton Chia, LLP (AC) of its dismissal as the Company’s
independent registered public accounting firm, effective upon
AC’s completion of interim review procedures related to the
fiscal quarter ended March 31, 2017. The decision to dismiss AC
was approved by the Company’s audit committee.

The reports of AC on the Company’s financial statements for the
fiscal years ended September 30, 2015 and 2016 did not contain
any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles, except that the reports for both fiscal
years contained an explanatory paragraph stating that there was
substantial doubt about the Company’s ability to continue as a
going concern.

During the fiscal years ended September 30, 2015 and 2016 and the
subsequent interim period through April 21, 2017, there were: (i)
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation S-K)
with AC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of AC,
would have caused AC to make reference to the subject matter of
such disagreements in connection with its reports on the
Company’s financial statements for such fiscal years; and (ii)
no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).

The Company provided AC with a copy of the disclosure set forth
in this Item 4.01 and requested that AC furnish the Company with
a letter addressed to the Securities and Exchange Commission (the
SEC) stating whether or not it agrees with the statements made
herein, each as required by applicable SEC rules. A copy of ACs
letter, dated April 25, 2017, is attached hereto as Exhibit 16.1.

(b) Engagement of Independent Certifying Accountant

On April 21, 2017, the Company appointed Marcum, LLP (Marcum) as
the Company’s new independent registered public accounting firm.
to the engagement, Marcum will review the condensed consolidated
financial statements of the Company for the quarter ending June
30, 2017, and audit the consolidated financial statements of the
Company for the fiscal year ending September 30, 2017. The
decision to appoint Marcum was approved by the Company’s audit
committee..

During the fiscal years ended September 30, 2015 and 2016 and the
subsequent interim period through April 21, 2017, neither the
Company nor anyone acting on its behalf consulted with Marcum
regarding: (i) the application of accounting principles to a
specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Companys financial
statements, and neither a written report nor oral advice was
provided to the Company that Marcum concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue; (ii) any
matter that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K); or (iii) any reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

As previously reported by the Company on its Current Report on
Form 8-K filed with the SEC on April 3, 2017, Paul Buck retired
as the Chief Financial Officer and Secretary of the Company,
effective March 31, 2017. Also as previously reported, it was
contemplated that following his retirement as Chief Financial
Officer and Secretary, Mr. Buck would remain with the Company as
a consultant to the terms of a separation agreement to be entered
into between Mr. Buck and the Company in the near term.

On April 24, 2017, Mr. Buck and the Company entered into a
Confidential Employment Separation and Release Agreement (the
Separation Agreement). to the Separation Agreement, the Company
has agreed to pay Mr. Buck an aggregate amount of $105,333, which
consists of $32,000 in accrued paid time off (PTO) and $73,333
(less lawful deductions) in accrued pay (Deferred Pay) that was
voluntarily deferred by Mr. Buck between February 16, 2015 and
July 31, 2015.

to the Separation Agreement, Mr. Buck will remain with the
Company as a consultant on an as-needed basis, and his last day
with the Company will be September 30, 2017. From April 1, 2017
through May 31, 2017, Mr. Buck will use his accrued PTO as total
and complete compensation for such period. Thereafter and through
September 30, 2017 (the Consulting Period), Mr. Buck will receive
the Deferred Pay in equal semi-monthly installments on the
Companys established pay dates via the Companys regular payroll
system, beginning on the next established pay date following May
31, 2017. Certain options to purchase common stock of the Company
granted to Mr. Buck under the Companys Amended and Restated 2012
Omnibus Incentive Compensation Plan will continue to vest through
the Consulting Period and will be exercisable by Mr. Buck for a
period of 12 months from September 30, 2017 in accordance with
their terms. During the Consulting Period, Mr. Buck, to the
extent requested by the Company, has agreed to serve as a
consultant and provide reasonable assistance to the Company on an
as-needed basis.

In exchange for the payments described above, Mr. Buck has agreed
to release any and all claims, as defined and subject to the
limitations set forth in the Separation Agreement, against the
Company related to Mr. Buck’s employment with, and separation
from, the Company. The Separation Agreement also contains
confidentiality and other customary restrictive covenants. The
Separation Agreement is subject to revocation by Mr. Buck for a
period of 7 days following its effective date.

The foregoing is a summary description of certain terms of the
Separation Agreement and does not purport to be complete, and it
is qualified in its entirety by reference to the full text of the
Separation Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report and incorporated herein by reference.

(d) Exhibits.

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.

MYND ANALYTICS, INC. (OTCMKTS:MYAN) Recent Trading Information

MYND ANALYTICS, INC. (OTCMKTS:MYAN) closed its last trading session down -0.05 at 6.15 with 1,605 shares trading hands.