MYND ANALYTICS, INC. (OTCMKTS:MYAN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Private Placement with RSJ
On March 20, 2017, MYnd Analytics, Inc. (the Company) entered
into a subscription agreement with RSJ Investments SICAV a.s., a
Czech joint stock corporation (RSJ), acting on behalf of its
sub-fund, the RSJ/Gradus Fund, to which the Company sold and
issued an aggregate of 160,000 shares of its common stock, par
value $0.001 per share (Common Stock), at a price of $6.25 per
share, in a private placement to RSJ, for which the Company
received gross cash proceeds of $1,000,000. RSJ is a greater than
10% shareholder of the Company and Michal Votruba, a Director for
Life Sciences at the RSJ/Gradus Fund, has served as a member of
the Company’s Board of Directors since July 30, 2015.
The subscription agreement between the Company and RSJ provided
for the grant to RSJ by the Company of a right of first refusal
through June 30, 2018, to license or to have distribution rights
in Europe with respect to any of the Companys technology and/or
intellectual property. The full text of the subscription
agreement between the Company and RSJ is attached as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by
reference into this Item 1.01.
Private Placement with John Pappajohn
On March 21, 2017, the Company entered into a subscription
agreement (the Subscription Agreement) to which it sold and
issued an aggregate of 40,000 shares of Common Stock, at a price
of $6.25 per share, in a private placement to John Pappajohn, for
which the Company received gross cash proceeds of $250,000. Mr.
Pappajohn is a greater than 10% shareholder of the Company and
has served on the Company’s Board of Directors since August 26,
2009. to the Subscription Agreement, the private placement is not
subject to a minimum or maximum amount, and the Company cannot
provide any assurances that it will receive any additional amount
of proceeds in the private placement.
A form of the Subscription Agreement is attached as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on December 22, 2016 and is
incorporated by reference into this Item 1.01.
Exemption from Registration Claimed
The transactions described above under this Item 1.01 were made
to an exemption from registration afforded by Section 4(a)(2) of
the Securities Act of 1933, as amended (the Securities Act), and
Regulation D thereunder, as the shares of Common Stock were
issued to accredited investors, without a view to distribution,
and were not issued through any general solicitation or
advertisement. The shares of Common Stock have not been, and will
not be, registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02 in its entirety.
| Item5.08 | Shareholder Director Nominations. |
2017 Annual Meeting of Stockholders
On March 22, 2017, the Board of Directors of the Company
determined that the Company’s 2017 Annual Meeting of
Stockholders (the Annual Meeting) will be held on June 5, 2017.
Stockholder Proposals and Director Nominations
Because the Annual Meeting will be held more than 30 days from
the anniversary date of the Company’s last annual meeting of
stockholders, the deadlines for stockholder proposals and
director nominations for consideration at the Annual Meeting set
forth in the Company’s definitive proxy statement filed with the
SEC on October 6, 2016 no longer apply. If a stockholder of the
Company intends to nominate a person for election to the Board of
Directors of the Company or to propose other business for
consideration at the Annual Meeting, including any proposal made
to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, the deadline for submitting the notice of such
nomination or stockholder proposal, including any notice on
Schedule 14N, is the close of business on April 13, 2017. Any
notice should be delivered to 26522 La Alameda, Mission Viejo, CA
92691, Attention: Corporate Secretary. Any stockholder proposal
or director nomination received after April 13, 2017 will be
considered untimely and will not be included in the Company’s
proxy materials for the Annual Meeting nor will it be considered
at the Annual Meeting. Any stockholder proposal or director
nomination must also comply with the requirements of Delaware
law, the rules and regulations promulgated by the Securities and
Exchange Commission and the Company’s By-Laws, as applicable.
| Item8.01. | Other Events. |
On March 21, 2017, the Company issued a press release announcing
the private placement with RSJ described in Item 1.01 above. The
press release is filed as Exhibit 99.1 hereto and is incorporated
by reference herein.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description | |
| 10.1 |
Subscription Agreement, dated March 20, 2017, between the Company and RSJ. |
|
| 99.1 |
Press release titled, MYnd Analytics Announces a Strategic One Million Dollar Equity Investment issued by the Company on March 21, 2017. |
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 00.00 at 7.20 with 3,140 shares trading hands.