1.01. Entry into a Material Definitive Agreement.
May 2, 2019, MyDx, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with LG Capital Funding, LLC (“LG Capital”) for the sale of two 8% convertible redeemable notes
in the original principal amount of $63,945, or an aggregate principal amount of $127,890 (the “Note”), which included
an aggregate payment of $126,000 to the Company at an original issue discount of $1,890.
Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on May 2, 2020 (the “Maturity
Date”). The Note is convertible into common stock at any time after the six-month anniversary of this Note, at LG Capital’s
option, at a price equal to 65% of the average of the two lowest closing trading prices of the common stock during the fifteen
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 5% to 30%.
Capital 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 constitutes a direct financial obligation of the Company.
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 LG Capital 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.
Note was offered and sold to LG Capital 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. LG Capital is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities
foregoing summary of the terms of the Securities Purchase Agreement and the Note is qualified in its entirety by the Securities
Purchase Agreement and the Note, which is attached as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.