SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
of Report (date of earliest event reported)
name of Registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
||(Commission File Number)
||(I.R.S. Employer |
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))
||Entry into a Material Definitive Agreement|
May 24, 2016, MyDx, Inc. (the “Company”) entered into a Convertible Note (the “Note”) with Vista Capital
Investments, LLC (“Vista”) in the Original Principal Amount of $275,000 (including a 10% Original Issue Discount (“OID”)).
The Company and Vista agreed to an initial funding under the Note of $55,000, including an OID of $5,000 (“Initial Funding”).
Future advances under the Note are at the sole discretion of Vista. The Company is only required to repay the amount funded, including
the prorated portion of the OID.
note bears interest at the rate of 10% and must be repaid on or before May 24, 2018. The Note may be prepaid by the Company at
anytime prior to the date, which is 180 days after 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 Vista at 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 Note
also contains 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 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.
Note might be accelerated if an event of default occurs under the terms of the Note, including the Company’s failure to
pay principal and interest when due, certain bankruptcy events or if the Company is delinquent in its SEC filings. The Note also
contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and
interest rate under the Note in the event of such defaults.
foregoing description of the Note is qualified in its entirety by reference to such document, which is attached hereto as Exhibit
10.1, and is incorporated herein by reference.
||Unregistered Sales of Equity
descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein. The 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.
||Financial Statements and Exhibits.|
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Note in the principal amount of $275,000 dated May 24, 2016 issued to Vista Capital Investments, LLC|
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 27, 2016
Yazbeck, Chief Executive Officer|