Item 1.01
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Entry
into a Material Definitive Agreement
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Adar
Bays, LLC
On
June 23, 2016, MyDx, Inc. (the “Company”) and Adar Bays, LLC (“Adar Bays”) agreed to amend the Company’s
8% Convertible Promissory Note in the principal amount of $110,000 (the “Adar Bays Amendment”), issued pursuant to
that certain Securities Purchase Agreement, dated December 21, 2015, entered into by and between the Company and Adar Bays, as
previously disclosed in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)
on December 24, 2015.
Pursuant
to the Adar Bays Amendment, the Company agreed to redeem the note by paying 140% of the principal amount plus accrued but unpaid
interests to Adar Bays, for a total redemption amount of $158,424.44, pursuant to the payment schedule set forth in the Adar Bays
Amendment. In addition, the Company paid 5% of the total redemption amount to Adar Bays as consideration for entering into the
amendment.
Adar
Bays agrees not to convert the note unless the Company defaults on the payment of the redemption amount and such default is not
cured within fifteen (15) business days. If the Company defaults on the redemption payment and such default is not cured as mentioned
above, then the amendment shall be deemed null and void and of no further force or effect. In such event, the allocated payment
made by the Company shall be applied pursuant to the payment schedule set forth in the Adar Bays Amendment.
The
foregoing description of the amendment with Adar Bays is qualified in its entirety by reference to the Adar Bays Amendment, which
is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Union
Capital, LLC
On
June 27, 2016, the Company and Union Capital, LLC (“Union Capital”) agreed to amend the Company’s 8% Convertible
Promissory Note in the principal amount of $110,000 (the “Union Capital Amendment”), issued pursuant to that certain
Securities Purchase Agreement, dated December 21, 2015, entered into by and between the Company and Union Capital, as previously
disclosed in a Current Report on Form 8-K filed with the SEC on December 24, 2015.
Pursuant
to the Union Capital Amendment, the Company agreed to redeem the note by paying 140% of the principal amount plus accrued but
unpaid interests to Union Capital, for a total redemption amount of $158,363.84, pursuant to the payment schedule set forth in
the Union Capital Amendment. In addition, the Company paid 5% of the total redemption amount to Union Capital as consideration
for entering into the amendment.
Union
Capital agrees not to convert the note unless the Company defaults on the payment of the redemption amount and such default is
not cured within fifteen (15) business days. If the Company defaults on the redemption payment and such default is not cured as
mentioned above, then the amendment shall be deemed null and void and of no further force or effect. In such event, the allocated
payment made by the Company shall be applied pursuant to the payment schedule set forth in the Union Capital Amendment.
The
foregoing description of the amendment with Union Capital is qualified in its entirety by reference to the Union Capital Amendment,
which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.