MyDx, Inc. (OTCMKTS:MYDX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
Entry into a Material Definitive Agreement
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 Companys 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 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 Companys 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 to issued 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 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 Companys common stock as requested
by RPC, periodically, at a forty-five percent (45%) discount from
the lowest price of the Companys 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 CDxs 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.
Item3.02
Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item
3.02.
Item9.01.
Financial Statements and Exhibits.
(d)
Exhibits
ExhibitNo.
Description
10.1
Settlement Agreement and Stipulation, dated November 29,
2016*
* filed herewith
About MyDx, Inc. (OTCMKTS:MYDX)
MyDx, Inc., formerly Brista Corp., is a science and technology company. The Company develops and commercializes technology and devices to measure chemicals of interest in solid, liquid or gas samples. The Company’s MyDx product is a portable chemical sensor with a hand-held analyzer and associated mobile application. Its MyDx device includes MyDx Analyzer and MyDx App. Its MyDx device with interchangeable sensors allows users to test for pesticides in food, fruits, herbs, plants and vegetables; chemicals in water, and toxins in the air. Its MyDx device uses nanotechnology and measures chemicals. MyDx device has an interface designed to communicate through Bluetooth with associated mobile application, which is downloadable on IPhone operating system (iOS), Android or Windows smartphone. The Company’s CannaDx Sensor measures the levels of chemicals with interest in Cannabis, including Cannabinoids and Terpenes and the Total Canna Profile (TCP) of the plant. MyDx, Inc. (OTCMKTS:MYDX) Recent Trading Information
MyDx, Inc. (OTCMKTS:MYDX) closed its last trading session 00.0000 at 0.0107 with 43,852 shares trading hands.
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