SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 10, 2016
Date of Report (date of earliest event reported)
name of Registrant as specified in its charter)
or other jurisdiction of
incorporation or organization)
Ferris Square, Suite B
Diego, CA 92121
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K/A amends the Form
8-K (the “Form 8-K”) filed on May 16, 2016 by the Company. As reported in the disclosure of the Form 8-K, at the time
of its filing the letter from the former accountants citing review of the disclosure in the Form 8-K was not available. This Form
8-K/A amends the disclosure contained in Item 4.01 and Item 9.01 of the Form 8-K, and includes the letter from Burr Pilger Mayer,
Inc., the former accountants to the Company. This Form 8-K/A amends and restates in its entirety Item 4.01 and Item 9.01 of the
Form 8-K. No changes were made to Item 1.01 or Item 3.02 of the Form 8-K.
1.01 Entry into a Material Definitive Agreement
May 10, 2016, MyDx, Inc. (the “Company”) entered into Securities Purchase Agreement (the “SPA”) and Convertible
Promissory Note in the original principal amount of $50,000 (the “Note”) with Crown Bridge Partners, LLC (“Crown”)
pursuant to which Crown funded $43,000 to the Company after the deduction of a $5,000 OID and $2,000 for legal fees. The Note
bears interest at the rate of 8% and must be repaid on or before May 10, 2017. The Note may be prepaid by the Company at any time
prior to the date which is 180 days after the date of issuance of the Note at a premium to the amount outstanding at the time
of prepayment (as determined in the Note). The Note may be converted by Crown at any time after the six (6) month anniversary
of the Note into shares of Company common stock at a conversion price equal to 50% of the market price (as determined in the Note).
The SPA and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount
of the principal and interest rates under the Note in the event of such defaults. The foregoing is only a brief description of
the material terms of the SPA and Note, 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 and their exhibits which
are filed as an exhibit to this Current Report.
issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale
of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance
upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the
securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient;
(c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not
broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the
individual and the Company; and (f) the recipient of the Note was an accredited investor.
Sales of Equity Securities
descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein.
4.01 Changes In Registrant’s Certifying Public Accountant
of Burr Pilger Mayer, Inc. (“BPM”). |
May 11, 2016 (the “Dismissal Date”), the Board of Directors of the Company determined to dismiss BPM as its independent
registered public accounting firm.
The report of BPM on
the consolidated financial statements of the Company for the fiscal years ended December 31, 2015 and 2014 did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles,
except a going concern qualification on the Company’s consolidated financial statements for the fiscal years ended December
31, 2015 and 2014.
During the Company’s
two most recent fiscal years, the subsequent interim periods thereto, and through the Dismissal Date, there were no disagreements
(as defined in Item 304 of Regulation S-K) with BPM on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BPM, would have caused it to make
reference in connection with its opinion to the subject matter of the disagreement. Further, during the Company’s
two most recent fiscal years, the subsequent interim periods thereto, and through the Dismissal Date, there were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K)., except for the material weaknesses described below.
In connection with
the audit of the Company’s 2015 consolidated financial statements, BPM identified material weaknesses in our internal control
over financial reporting due to: i) the Company not maintaining a sufficient complement of personnel with an appropriate level
of accounting knowledge and experience in the application of accounting for warrants to purchase common and preferred stock issued
in connection with convertible notes payable and convertible preferred stock and accounting for non-employee stock options, ii)
insufficient segregation of duties within the accounting function with respect to the review and approval of the underlying accounting
records, iii) the inability to close the Company’s books and timely issue financial statements, and iv) inadequate management
oversight resulting from the departure of all independent non-employee Board of Directors members in February 2016.
In connection with
the audit of the Company’s 2014 financial statements, BPM identified a material weakness in our internal control over financial
reporting due to the Company not maintaining a sufficient complement of personnel with an appropriate level of accounting knowledge
and experience in the application of accounting for warrants to purchase common and preferred stock issued in connection with
convertible notes payable and convertible preferred stock and accounting for non-employee stock options.
The Company provided
BPM with a copy of this Report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested
BPM to furnish the Company with a letter addressed to the SEC, stating whether or not it agrees with the statements made above
and, if not, stating the respects in which they do not agree. A copy of such letter is attached hereto as Exhibit
of Anton & Chia, LLP (“Anton & Chia”)|
On May 11, 2016 (the
“Engagement Date”), the Company’s Board of Directors approved the appointment of Anton & Chia as the Company’s
independent registered public accounting firm. During the Company’s two most recent fiscal years, the subsequent interim
periods thereto, and through the Engagement Date, neither the Company nor anyone on its behalf consulted Anton & Chia regarding
either (1) the application of accounting principles to a specified transaction regarding the Company, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements; or (2) any matter regarding the
Company that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions
to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial
Statements and Exhibits.
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. ||
|| Description |
| 10.40 ||
|| Securities Purchase Agreement dated May 10, 2016 with Crown Bridge Partners,
LLC (1) |
| 10.41 ||
|| Convertible Promissory Note in the principal amount of $50,000 dated May 10, 2016 issued
to Crown Bridge Partners, LLC (1) |
| 16.1 ||
|| Letter from Burr Pilger Mayer, Inc. to the SEC dated May 17, 2016. |
| (1) || Incorporated
by reference to the Company’s Form 8-K filed on May 16, 2016. |
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, thereunto duly authorized.
May 17, 2016
Daniel Yazbeck |
Executive Officer |