Amended Current Report Filing (8-k/a)
June 14 2019 - 10:56AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
Amendment
No. 2
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
May 7, 2019
MYDX,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55596
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99-0384160
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(State
of other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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6335
Ferris Square, Suite B, San Diego, CA 92121
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(Address
of principal executive offices, including zip code)
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Registrant’s
telephone number, including area code:
(800) 814-4550
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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 (see General Instruction A.2 below):
☐
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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.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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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None
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None
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None
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
MyDx, Inc. is filing this Amendment No.
2 to Current Report on Form 8-K/A to amend the Current Report on Form 8-K filed on May 24, 2019, as amended by Amendment No. 1
to Current Report on Form 8-K/A filed on June 10, 2019, to correct the description of the Conversion Price (defined below) and
the address of Odyssey (defined below) contained in Exhibit 4.1.
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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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 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.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
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The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits
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The
following material is filed as an exhibit to this Report:
SIGNATURES
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:
June 14, 2019
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By:
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/s/
Matthew Bucciero
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Matthew
Bucciero
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Principal
Executive Officer
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