Entry into a Material Definitive Agreement.
On May 7, 2019, MyDx, Inc. (the “Company”)
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Odyssey Capital Funding, LLC
(“Odyssey”) for the sale of an 12% convertible redeemable note in the amount of $100,000 (the “Note”).
The Note bears interest at the rate of
12% per annum. All interest and principal must be repaid on May 7, 2020 (the “Maturity Date”). The Note is convertible
into common stock at any time after the six month anniversary of this Note, at Odyssey’s option, at a price equal to 60%
of the lowest closing trading price of the common stock during the twenty day period prior to conversion (the “Conversion
Price”). The Note may not be prepaid more than 180 days prior to the Maturity Date. In the event the Company prepays the
Note in full during the 180 days prior to the Maturity Date, the Company must pay off all principal, interest and any other amounts
owing multiplied by a premium ranging from 25% to 45%.
Odyssey has agreed to restrict its ability
to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate
and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common
stock. The Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial
obligation of the Company.
This Note contains default events (an “Event
of Default”) which, if triggered and not timely cured (if curable) by the Company, will result in the option by Odyssey to
consider the Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than
notice of acceleration). Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such
rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
The Note was offered and sold to Odyssey
in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities
Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. Odyssey is an accredited investor
as defined in Rule 501 of Regulation D promulgated under the Securities Act.
The foregoing summary of the terms of the
Securities Purchase Agreement and the Note is qualified in its entirety by the Securities Purchase Agreement, which is attached
as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and incorporated herein by reference.