Item 1.01
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Entry
into a Material Definitive Agreement
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First
Amendment to License Agreement
On
November 29, 2016, CDx, Inc. (“CDx”), a wholly owned subsidiary of MyDx, Inc. (the “Company”), and Next
Dimension Technologies, Inc. (“NDT”) entered into an amendment (the “First Sublicense Amendment”) to the
Exclusive Patent Sublicense Agreement dated May 19, 2015, by and between CDx and NDT (the “Sublicense Agreement”),
previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“Commission”) on May 26, 2015.
Among
other things, the First Sublicense Amendment provides for the assignment of outstanding claims against CDx, held by NDT, to a
third party, Rockwell Capital Partners, Inc. (“RCP”), representing unpaid royalty payments due to NDT under the Sublicense
Agreement. The First Sublicense Amendment also decreases the minimum annual royalty payments required from CDx to NDT, beginning
on January 1, 2017. NDT further waives certain minimum royalty payments due for the quarterly period ending December 31, 2016,
and extends the due date for certain future minimum annual royalty payments to 90 days after the end of each respective quarter.
In addition, NDT may terminate the Sublicense Agreement immediately upon written notice if CDx fails to pay any royalty payment
within 30 days of any payment due date, and, if NDT terminates the Sublicense Agreement in accordance with any applicable provisions
proscribed therein, CDx shall forfeit its right to complete and sell Sublicensed Products (as defined therein).
JDA
Termination Agreement
On
November 29, 2016, CDx and NDT also executed a termination agreement (the “JDA Termination”) to the Joint Development
Agreement, dated as of November 1, 2013, between CDx and NDT. Among other things, the JDA Termination provides for the assignment
of certain outstanding claims against CDx, held by NDT, to a third party, Rockwell Capital Partners, Inc. (“RCP”),
which upon payment successfully concluding the respective obligations of both NDT and CDx with respect to this agreement. The
parties expressed their desire to engage in future joint development projects pursuant to additional agreements contemplated by
the parties.
Amendment
#2 to Supply Agreement
On
November 29, 2016, CDx and NDT also executed an Amendment #2 (the “Supply Amendment”) to the Supply Agreement, dated
as of May 19, 2015, and amended on August 14, 201, between CDx and NDT (the “Supply Agreement”).
Among
other things, the Supply Amendment provides for the assignment of certain outstanding claims against CDx, held by NDT, to a third
party, Rockwell Capital Partners, Inc. (“RCP”). The Supply Amendment also revised the obligations of the parties as
set forth in the Initial Purchase Order, attached as Exhibit D to the Supply Agreement, and revised the price paid per unit by
CDx. In addition, CDx agreed to waive and alter certain of its rights to reject Products (as defined in the Supply Agreement)
and revised the notice provisions contained within the Supply Agreement.
Settlement
Agreement and Stipulation
On
November 29, 2016, the Company entered into an agreement the (“RCP Settlement”) with Rockwell Capital Partners, Inc.
(“RCP”), relating to certain bona fide, outstanding, and past-due liabilities of the Company in the aggregate principal
amount of $312,192.43 that RCP acquired (the “Debt”).
Under
the terms of the RCP Settlement, RCP purchased certain bona fide, outstanding, and past-due liabilities of the Company in exchange
for receiving the issuance of one or more tranches of shares of the Company’s common stock, as follows: the issuance of
freely trading securities in an amount sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to
market based on the market price during the valuation period as defined therein, and one million (1,000,000) freely trading shares
pursuant to issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Act”), in accordance
with the terms as stated in the RCP Settlement (the “Settlement Shares”).
Further,
as part of the RCP Settlement, and pursuant to that certain Assignment and Modification Agreement, dated October 19, 2016, whereby
RPC purchased the debt claim held by Talent Cloud Limited, Hong Kong (“Talent Cloud”) and Meyers Associates, L.P.
(“Meyers Associates”) from the Company, the Company shall issue and deliver to RCP shares of the Company’s common
stock as requested by RPC, periodically, at a forty-five percent (45%) discount from the lowest price of the Company’s common
stock for the seven trading days prior to the date of issuance.
In
addition, the RCP Settlement satisfied in full that certain Promissory Note and Security Agreement, dated May 31, 2016 (the “Note”),
entered into by CDx and Windset Capital Corporation (“Windset”) whereby CDx granted a continuing security interest
in all of CDx’s business equipment, accounts receivable, intellectual property, rights, licenses, claims, assets and properties
of any kind whatsoever, whether now owned or hereafter acquired, real, personal, tangible, intangible or of any nature or value,
wherever located, together with all proceeds including insurance proceeds as defined in the Note. The outstanding balance at satisfaction
was $46,527.50.
As
condition to the RCP Settlement, RCP and the Company filed a civil action under Section 3(a)(10) (the “3(a)(10) Transaction”)
of the Act. On November 30, 2016, the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, entered
an order approving, among other things, the fairness of the terms and conditions of the 3(a)(10) Transaction.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the First Sublicense Amendment,
the JDA Termination, the Supply Amendment, and the RCP Settlement, 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 agreements.
A copy of
the RCP Settlement is
filed as exhibit 10.1 to this Current Report on Form
8-K.
The
Company expects to file the First Sublicense Amendment, the JDA Termination, and the Supply Amendment as exhibits to its Quarterly
Report on Form 10-K for the fiscal period ended December 31, 2016, and intends to seek confidential treatment for certain terms
and provisions of the First Sublicense Amendment, the JDA Termination, and the Supply Amendment.