Item 1.01 Entry into a Material Definitive
Agreement.
MYDX360 SAAS Ecosystem License and Services
Agreement with Black Swan LLC
On June 12, 2017 (the “Effective
Date”), MyDx, Inc., a Nevada corporation (the “Company”) entered into the MYDX360 SAAS Ecosystem License and
Services Agreement (the “SAAS Agreement”) with Black Swan, LLC, a Nevada limited liability company (“Black Swan”).
Under the terms of the SAAS Agreement, the Company granted Black Swan a non-exclusive limited license to: (i) access the Company’s
Database (as defined in the SAAS Agreement) (the “Access License”), and (ii) use the Company’s “Powered
by MyDx” trademark and the MyDx logo on Black Swan’s products (the “Brand License”, and together with the
Access License, the “MyDx License”). Additionally, the SAAS Agreement provides Black Swan with (i) market research
regarding the packaging of Black Swan’s products in coordination with Black Swan’s objectives (the “Brand Services”)
and (ii) delivery of certain quantities of the Company’s smart devices, cartridges, batteries, and other hardware to Black
Swan (the “Product Services” and, together with the Brand Services, the “MyDx Services”). The total consideration
to the Company from Black Swan in exchange for the grant of the MyDx License and the MyDx Services is $78,880, paid as follows:
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(a)
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$15,000 within thirty (30) calendar days of the signing of the SAAS Agreement; and
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(b)
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Each of (i) $14,940 every six months for the Company’s cartridges, (ii) $25,0000 for the
Eco Smart Pens, and (iii) $23,940 for the batteries shall be paid by Black Swan within thirty calendar days of the Company providing
an invoice for such hardware to Black Swan.
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The term of the SAAS Agreement shall be
three years from the Effective Date (the “Term”). The Company shall have the right, in its sole discretion, to terminate
the SAAS Agreement if Black Swan does not order and pay for at least 6,000 cartridges every six months at a cost of $2.49 per cartridge
($14,940 in total every six months).
During the Term of the SAAS Agreement and
for the five (5) years thereafter, Black Swan shall not manufacture, market, or sell any products utilizing the MyDx License and
the MyDx Services without the prior written consent of the Company. If Black Swan breaches its obligations under the non-compete
section set forth in the SAAS Agreement, Black Swan shall pay the Company $200 per day as liquidated damages for each day Black
Swan continues to, without the prior written consent of the Company, manufacture, market, or sell any products utilizing the MyDx
License and the MyDx Services.
Advertising Broker & Services Agreement
with Cellsius Technology Inc.
On June 9, 2017 (the “Closing Date”),
the Company entered into an Advertising Broker & Services Agreement (the “Advertising Agreement”) with Cellsius
Technology Inc., a Canadian corporation (“Cellsius”). Pursuant to the terms of the Advertising Agreement, the Company
engaged Cellsius to provide the following services (collectively (a) through (e) below, the “Services”):
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(a)
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Execute on a product marketing and advertising plan leveraging radio campaigns across Ontario and
Vancouver, premium super boards across Toronto, a Popular Lifestyle Magazine in Toronto as well as streaming television to market
the company’s MyDx handheld chemical analyzer across Canada.
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(b)
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To assist the Company with respect to online and offline marketing and advertising campaigns, including
social media, which may be suitable for the Company and the advertising of its business, with a particular focus on the Company's
product marketing and go to market initiatives;
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(c)
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To develop a strategy for the Company with respect to securing new subscribers and or sales for
products and/or services which may be offered by the Company, including effective means for securing new customers through targeted
product landing pages and the "double opt-in" consent process;
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(d)
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As directed and thereby approved by the Company, to use the Cost Retainer (as defined in the Advertising
Agreement) funds in order to purchase and pursue online and or offline marketing and advertising campaigns, in order to secure
new subscribers and or sales for products and/or services which may be offered by the Company and as defined therein; and
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(e)
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As requested by the Company, to provide introductions to third-party service providers, including
other niche advertising agencies, consultants, internet search engine operators and programmers. In connection with the foregoing,
the Company acknowledges and agrees that: it will retain the ultimate responsibility for developing and maintaining any relationships
which may arise from the introductions provided by Cellsius from the introduction.
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The Advertising Agreement is effective
as of the Closing Date and shall continue in effect until the date that is one (1) year thereafter unless terminated earlier in
accordance with the terms of the Advertising Agreement. In addition to the foregoing, the Advertising Agreement will automatically
renew and continue for a rolling period of one month unless terminated by either party upon fifteen business days’ prior
written notice.
In exchange for the Services, the Company
agrees to pay Cellsius cash in the aggregate amount of $37,000 payable to Cellsius. In the event that the Advertising Agreement
is terminated for any reason (including, but not limited to, termination by the Company for any violation or alleged violation
of the Advertising Agreement by Cellsius), the Company agrees to pay Cellsius, within three business days of such termination,
one lump sum payment as detailed in the Advertising Agreement.
Within two business days of execution of
this Agreement, the Company shall tender payment (the “Investment Shares”) equal to 75,000,000 shares of the Company's
restricted common stock. The Investment Shares once issued and tendered (and physically received by the Cellsius) shall be irrevocable
and considered earned, due, and payable to the Cellsius, without any security interest, liens, claims, or other encumbrances. Notwithstanding
the Company shall reserve the right to redeem the Investment Shares in whole, in the event all payments due under the Cost Retainer
(as defined in the Advertising Agreement) and cash compensation are received on time or no later than within ten days of the due
date.
Item 1.01 of this Current Report on Form
8-K contains only a brief description of the material terms of each of the SAAS Agreement and the Advertising Agreement 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 each of the SAAS Agreement and the Advertising Agreement are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.