MYND ANALYTICS, INC. (OTCMKTS:MYAN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Equity Purchase Agreement
On November 13, 2017, MYnd Analytics, Inc. (the “Company”) entered into an equity purchase agreement (the “Agreement”) with Arcadian Telepsychiatry Services LLC (“Arcadian”) and Mr. Robert Plotkin, to which the Company acquired all of the issued and outstanding membership interests (the “Equity Interests”) of Arcadian from Mr. Plotkin. In consideration for the Equity Interests, the Company entered into an employment agreement with Mr. Plotkin, to which the Company will continue to employ Mr. Plotkin as the CEO of Arcadian for an annual salary of $215,000, and entered into the Guaranty (as described below).
The Agreement contains representations, warranties and covenants of the Company, Arcadian and Mr. Plotkin that are customary for a transaction of this nature.
A copy of the Equity Purchase Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Side Agreement and Seed Capital Amendment
In connection with the Agreement, Arcadian entered into the Side Agreement and Seed Capital Amendment with BFTP, to which BFTP waived its rights (a) to an equity conversion contemplated by the existing funding agreements (as they may be amended, supplemented or otherwise modified from time to time, the “BFTP Loan Documents”) between Arcadian and BFTP, under which BFTP has loaned Arcadian, as of August 31, 2017, the aggregate principal amount of $700,000.00 and upon which an aggregate of $85,495.92 of interest had then accrued (collectively, the “Loan Amount”) and (b) to act as an observer to Arcadian’s board. Under the Side Agreement and Seed Capital Amendment, Arcadian acknowledged and reaffirmed all of BFTP’s claims, encumbrances granted by Arcadian to BFTP, and BFTP’s other rights, interests and remedies to the BFTP Loan Documents and otherwise. The effectiveness of the Side Agreement and Seed Capital Amendment are conditioned upon (i) Arcadian making a one-time payment to BFTP of $175,000.00 as payment for the redemption and cancellation of two warrants to purchase equity interests in Arcadian and (ii) the Company entering into a guaranty with respect to Arcadian’s obligations (including the Loan Amount) to BFTP under the BFTP Loan Documents, as amended by the Side Agreement and Seed Capital Amendment. Upon satisfaction of the foregoing conditions, the aforementioned BFTP rights will be waived and BFTP warrants will be cancelled. The Side Agreement and Seed Capital Amendment further provide that following the closing of the transactions contemplated by the Agreement, the Company will be obligated to complete all financial reporting due to BFTP under the BFTP Loan Documents.
Guaranty
In connection with the Agreement and the Side Agreement and Seed Capital Amendment, the Company executed an absolute, unconditional, irrevocable and continuing guaranty and suretyship (the “Guaranty”) in favor of BFTP, to which it unconditionally guaranteed the prompt payment and performance, when due, of all loans (including the Loan Amount), advances, debts, liabilities, obligations, covenants and duties owing by Arcadian to the BFTP under the BFTP Loan Documents. By virtue of the Guaranty, if Arcadian defaults under any obligation under the BFTP Loan Documents, the Company will be required to pay the amount then due to BFTP.
The Guaranty contains representations, warranties, covenants, conditions events of default and indemnities that are customary for agreements of this type.
The foregoing description of the Guaranty does not summarize or include all terms relating to the Guaranty, and is qualified in its entirety by reference to the full text of the Guaranty, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under “Equity Purchase Agreement” in Item 1.01 is incorporated herein by reference in its entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under “Guaranty” in Item 1.01 is incorporated herein by reference in its entirety.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company entered into an employment agreement with Mr. Plotkin, a copy of which is filed as Exhibit 10.3 hereto and is incorporated herein by reference, to which the Company will continue to employ Mr. Plotkin as the CEO of Arcadian for an annual salary of $215,000.
Item 7.01 Regulation FD Disclosure
On November 14, 2017, the Company issued a press release announcing the entry into the Equity Purchase Agreement. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 incorporated herein shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K, which filing is due no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The Company will file the financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K, which filing is due no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Equity Purchase Agreement, dated as of November 13, 2017, by and among the Company, Arcadian Telepsychiatry Services LLC, and Robert Plotkin* |
| 10.2 | Guaranty of MYnd Analytics, Inc. dated November 13, 2017 |
| 10.3 | Employment Agreement with Robert Plotkin, dated November 13, 2017 |
| 99.1 | Press Release dated November 14, 2017 |
*Schedules, annexes and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule, annex or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules, annexes or exhibits so furnished.
MYnd Analytics, Inc. ExhibitEX-10.1 2 s108189_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EQUITY PURCHASE AGREEMENT DATED AS OF NOVEMBER 13,…To view the full exhibit click here
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.