Item 1.01
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Entry into a Definitive Material Agreement.
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As MyDx, Inc. (the “Company”),
previously disclosed in a Current Report on Form 8-K filed on March 10, 2017, the Company had sued Phoenix Fund Management, LLC
(“Phoenix”) to prevent further issuances and conversion notices pursuant to, respectively, a June 2016 $250,000 Section
3(a)(10) settlement and an October 2016 $1,000,000 convertible promissory note. Between February 23, 2017 and March 8, 2017, Phoenix
submitted five (5) issuance or conversion requests to the Company’s transfer agent for a total of 239,188,023 shares of the
Company’s common stock. As a result of the settlement described below, none of these share were issued.
On March 10, 2017, the Company entered into
a Settlement Agreement with Phoenix dated March 9, 2017 (the “Phoenix Settlement”). Pursuant to the Phoenix Settlement,
Phoenix has agreed it is no longer entitled to any shares pursuant to these two agreements, which are now considered paid in full.
On March 15, 2017, in connection with the Phoenix Settlement, the Company filed a motion to dismiss the pending lawsuit with the
Eleventh Judicial Circuit of Florida.
On March 13, 2017, the Company and Bright Light
Marketing, Inc. (“BLM”), in a settlement related to the Phoenix Settlement, entered into a Settlement Agreement dated
March 10, 2017 (the “BLM Settlement”). In 2016, BLM notified the Company that Phoenix was a potential lender. Pursuant
to the BLM Settlement, BLM will pay the Company a total of $217,500 over the next twelve (12) months. BLM is due to pay the first
$100,000 within thirty (30) business days of the signing of the BLM Settlement. BLM will then pay the Company $10,000 per month
on the first day of the next eleven (11) months with the final payment of $7,5000 due on March 1, 2018.
On March 14, 2017, the Company and Vista Capital
Investments, LLC (“Vista”) entered into a Settlement Agreement dated March 14, 2017 (the “Vista Settlement”).
Vista claimed, and the Company disputed, that Vista was still entitled to certain payments pursuant to convertible promissory notes
the Company previously issued. On March 13, 2017, Vista submitted a conversion request of 68,437,500 shares of the Company’s
common stock. Pursuant to the Vista Settlement, the Company issued 35,000,000 shares to Vista on March 14, 2017 and all convertible
promissory notes issued by the Company to Vista are now considered paid in full.
Item 1.01 of this Current Report on Form 8-K
contains only a brief description of the material terms of each of the Phoenix Settlement, the BLM Settlement, and the Vista Settlement
and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions
are qualified in their entirety by reference to the documents. A copy of the Phoenix Settlement, the BLM Settlement, and the Vista
Settlement is filed as Exhibits 10.1, 10.2, and 10.3 respectively, to this Current Report on Form 8-K.