Entry into a Material Definitive Agreement
On November 10, 2018,
MyDx, Inc. (the “Company”) entered into a consulting agreement (the “Mr. Cannabis Consulting Agreement”)
with Mr. Cannabis, Inc., a California corporation (the “Consultant”), pursuant to which the Consultant would perform
management type services for the Company as further defined in the Mr. Cannabis Consulting Agreement. The term of the Mr. Cannabis
Consulting Agreement is from November 10, 2018 through November 9, 2021 (the “Term”). The Mr. Cannabis Consulting Agreement
shall not be terminated within the first six months of the Term. The Company or the Consultant may terminate this Agreement, with
or without cause, at any time after the first six months of the Term upon providing ninety day written notice to the other party.
Pursuant to, and in
accordance with the terms and conditions of the Mr. Cannabis Consulting Agreement, the Consultant was issued a common stock purchase
warrant (the “Warrant”) to purchase twenty two and one half percent (22.5%) of the issued and outstanding shares of
the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the time of the first notice of
exercise given by the Consultant to the Company, exercisable at a price of $.001 per share and for a term of three years from the
date of issuance (the “Mr. Cannabis Warrant”).
In connection with
the Mr. Cannabis Consulting Agreement, Mr. Daniel Yazbeck resigned from his position as the Company’s Chief Executive Officer
(the “Yazbeck Resignation”), but remains a member of the Company’s Board of Directors (the “Board”).
Upon Mr. Yazbeck’s resignation, the Board appointed Mr. Matthew Bucciero, an affiliate of the Consultant, as Chief Executive
Officer of the Company (the “Bucciero CEO Appointment”). Additionally, Mr. Erai Beckmann, currently President of the
Consultant, was appointed to the Board (the “Beckmann Board Appointment”). Below are descriptions of Mr. Beckmann’s
and Mr. Bucciero’s professional work experience.
Erai Beckmann, age
Erai Beckmann, Board
Member, age 34, combines over 4 years of experience in the Cannabis industry in a senior management position following a 5 year
career as a serial entrepreneur starting as an entrepreneur in residence in private equity. Mr. Beckmann in his previous companies
as an entrepreneur held the position of CEO in several successful startups, in both the Cannabis and health industries. From 2016
through February of, 2018, Mr. Beckmann was the CEO and Co-Founder of Humanity Holdings, Inc., a legal Nootropic Cannabis manufacturing
company, one of the first companies in San Diego, CA to receive a legal Cannabis manufacturing and distribution license. Erai
Beckmann is also currently the Founder and President of Mr. Cannabis Inc., a southern California focused Cannabis private holdings
is no arrangement or understanding between Mr. Beckmann and any other persons pursuant to which Mr. Beckmann was selected as an
officer. There are no family relationships between Mr. Beckmann and any director, executive officer or person nominated or chosen
by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under
the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the
Company has not engaged in any transaction in which Mr. Beckmann had a direct or indirect material interest within the meaning
of Item 404(a) of Regulation S-K.
Chief Executive Officer, age 38, combines over 4 years of experience in cannabis industry senior management, following a12 year
career in structured finance and private equity. Previously, he had been involved in 2 other industry companies holding positions
including Chief Financial Officer, Chief Operating Officer and Board Member. From 2017 through 2018 Matt was the Managing Director
of the Acentus Group, LLC a cannabis consulting and holding company. From 2014 to 2017, he was Chief Financial Officer, Chief
Operating Officer and Board Member for Green Capital Ventures, Inc., a company involved in cannabis licensing and development.
From 2012 to 2014, , he was a Finance Director at Sovereign Capital Management Inc., a Private Equity company that focused on
structured equity and debt. Matt is also currently the VP of Finance at The Mr. Cannabis Group. He has an undergraduate degree
in Finance from Lehigh University.
There is no arrangement
or understanding between Mr. Bucciero and any other persons pursuant to which Mr. Bucciero was selected as an officer. There are
no family relationships between Mr. Bucciero and any director, executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities
Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged
in any transaction in which Mr. Bucciero had a direct or indirect material interest within the meaning of Item 404(a) of Regulation
and General Release
November 10, 2018, the Company entered into a settlement agreement and general release (the “Settlement and Release Agreement”)
with Mr. Yazbeck whereby Mr. Yazbeck agreed to grant the Company an extension to repay certain obligations in the aggregate amount
of $410,689.99 currently due and owing to Mr. Yazbeck pursuant to his employment agreement with the Company entered into on October
15, 2014 (the “Settled Claims”). As consideration for extending the date for the Company to repay the Settled Claims
to January 1, 2020, the Company extended the expiration date of warrant to purchase shares of Common Stock previously issued to
an entity controlled by Mr. Yazbeck (the “YCIG Warrant”) to November 10, 2022.
The above description
of the Mr. Cannabis Consulting Agreement, Mr. Cannabis Warrant, the Settlement and Release Agreement and the YCIG Warrant do not
purport to be complete and are qualified in their entirety by the full text of the Mr. Cannabis Consulting Agreement, Mr. Cannabis
Warrant, the Settlement and Release Agreement and the YCIG Warrant which are attached hereto as Exhibits 10.1 4.1, 10.2 and 4.2,
respectively, to this Current Report on Form 8-K and incorporated herein by reference.