Current Report Filing (8-k)
March 10 2017 - 3:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event Reported):
March 8, 2017
MyDx,
Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada
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000-55596
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99-0384160
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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6335
Ferris Square, Suite B
San
Diego, CA 92121
(Address
of Principal Executive Offices) (Zip Code)
800-814-4550
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities.
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Since
November 22, 2016, MyDx, Inc. (the “Company”) has issued, in reliance upon Section 4(a)(2) of the Securities Act of
1933, as amended, 1,051,998,015 shares of common stock pursuant to conversion notices of all convertible redeemable notes outstanding,
with the remaining principle balance equal to $46,406.21 as of March 10, 2017.
Item
7.01
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Regulation
FD Disclosure.
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Effective
March 8, 2017, senior management of the Company have begun using the materials included in Exhibit 99.1 to this report (the “Investor
Presentation”) in connection with presentations to existing shareholders and potential investors of the Company. The Investor
Presentation is incorporated into this Item 7.01 by reference and will be available on the Company’s website at www.magnegas.com.
Without
limiting the generality of the foregoing, the “Forward-Looking Statements” disclosure contained in the Investor Presentation
is incorporated by reference into this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not
be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities
of that section, and such information is not incorporated by reference into any registration statements or other document filed
under the Securities Act of 1933, as amended or the Exchange Act, regardless of the general incorporation language contained in
such filing, except as shall be expressly set forth by specific reference to this filing..
On
March 9, 2017, Judge Thomas Rebull of the Eleventh Judicial Circuit of Florida issued two orders in favor of the Company. First,
an order to have a hearing on March 13, 2017 to enable the court to adjudicate whether to grant the Company’s emergency
motion to prevent Phoenix Fund Management, LLC (“Phoenix”) from submitting any further issuance notices pursuant to
the June 2016 $250,000 Section 3(a)(10) settlement. The Company believes Phoenix has received all shares to which it is entitled
pursuant to the Section 3(a)(10) settlement. Until the hearing, Phoenix is enjoined from submitting any further issuance notices
pursuant to the Section 3(a)(10) settlement. Second, a temporary restraining order against Phoenix to prevent Phoenix from submitting
any further conversion notices pursuant to a $1 million convertible note it holds. The Company believes Phoenix has fully exercised
this convertible note. The hearing on March 13, 2017 will include further argument and further adjudication of this issue. The
Company cannot predict the ultimate outcome of these two litigations.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Investor
Presentation, dated March 8, 2017
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MyDx,
Inc.
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Date:
March 10, 2017
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By:
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/s/
Daniel Yazbeck
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Daniel
Yazbeck
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Chief
Executive Officer
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