MYND ANALYTICS, INC. (OTCMKTS:MYAN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On April 3, 2017, MYnd Analytics, Inc. (the Company) announced
the appointment of Donald D’Ambrosio as the Company’s Chief
Financial Officer and Secretary, effective March 31, 2017. Paul
Buck, the Companys former Chief Financial Officer and Secretary,
who previously notified the Company of his intent to retire,
retired as Chief Financial Officer and Secretary concurrently
with such appointment. Mr. Buck has indicated his intention to
remain with the Company as a consultant through at least May 31,
2017, and the Company expects to enter into a separation
agreement with Mr. Buck in the near term.

Donald E. DAmbrosio, 53, previously found and built Oxygen
Funding, Inc., an asset-based lending company that specialized in
providing working capital to small businesses, where he served
its President, CEO and CFO. between 2007 and February 2017.
Oxygen Funding grew to fund over $100 million of client
receivables. From 1996 to 2007, Mr. DAmbrosio served as Senior
Vice President, Controller and, ultimately, Chief Financial
Officer of BNC Mortgage, Inc. (NASDAQ: BNCM). As BNCs CFO, Mr.
DAmbrosio played a key role in the companys IPO, raising $35
million, its listing on the NASDAQ, and was also intimately
involved in taking the company private through a $52 million
management acquisition by Lehman Brothers. Mr. DAmbrosio played a
key role of BNC Mortgage Incs acquisition of certain assets and
liabilities and the origination platform of Americas Lender, Inc.
As a subsidiary of Lehman Brothers, BNC Mortgage, Inc. was
ultimately closed in 2007 as part of the financial crisis. Mr.
DAmbrosio has been a featured speaker for the Small Business
Association and a writer for Commercial Factor magazine. Mr.
DAmbrosio holds a Bachelor of Business Administration degree with
an emphasis in accounting from Temple University. Mr. DAmbrosio
joins the Company with his skill and experience as a Chief
Financial Officer along with his IPO and NASDAQ up-listing
experience.

Mr. D’Ambrosio’s Employment Agreement

On March 14, 2017, the Company and Mr. D’Ambrosio entered into a
letter agreement of employment setting forth Mr. D’Ambrosio’s
compensation and certain other employment terms. to this letter
agreement, Mr. D’Ambrosio will be paid an annual base salary of
$215,020, will be eligible to participate in the Companys benefit
plans, and received a signing bonus of $8,959.17 which was paid
on March 31, 2017. In addition, to the letter agreement, Mr.
D’Amborsio was granted an option to purchase 18,000 shares of
the Company’s common stock at an exercise price of $5.90 per
share (the closing price of the Companys common stock on March
31, 2017), with: (i) the option to purchase 15,000 shares vesting
in equal monthly installments over 36 months from March 31, 2017,
and (ii) the option to purchase 3,000 shares vesting upon the
Company’s successful listing of its common stock on a national
securities exchange. The vesting of such grants is also subject
to acceleration upon the occurrence of certain pre-determined
events. to the letter agreement, Mr. D’Ambrosio’s employment is
at-will, and may be terminated by either party for any reason, or
no reason at all. If the Company terminates Mr. D’Ambrosio
without cause (as defined in the agreement), or Mr. D’Ambrosio
involuntarily terminates (as defined in the agreement) the
agreement, Mr. D’Ambrosio will be entitled to receive severance
in the form of salary and benefits for a period equal to
one-month, with an additional month of salary for each completed
year of service up to a limit of six-months, in each case,
subject to Mr. D’Ambrosio providing a release of claims
satisfactory to the Company. In the event the Company terminates
Mr. D’Ambrosio for cause or Mr. D’Ambrosio voluntarily
terminates his employment, Mr. D’Ambrosio will not be entitled
to any severance.

A copy of the press release is furnished as Exhibit 99.1 to this
report. The foregoing summary of the letter agreement of
employment with Mr. D’Ambrosio is qualified in its entirety by
the full text of such letter agreement, which the Company intends
to file as an exhibit to its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2017.

Item 9.01Financial Statements and Exhibits.

(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 up +0.55 at 6.45 with 1,940 shares trading hands.