8-K 1 f8k050719b_mydxinc.htm CURRENT REPORT





Washington, DC  20549










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





(Exact name of registrant as specified in its charter)


Nevada   000-55596   99-0384160
(State of other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
6335 Ferris Square, Suite B, San Diego, CA 92121
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 814-4550
Not Applicable
(Former name or former address, if changed since last report)




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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  Trading Symbol  Name of each exchange on which registered
None  None  None


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. ☐







Item 1.01.Entry into a Material Definitive Agreement.


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 closing 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.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.


The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.


Item 3.02Unregistered Sales of Equity Securities.


The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits




The following material is filed as an exhibit to this Report:




4.1 12% Convertible Redeemable Note issued to Odyssey Capital Funding, LLC dated May 7, 2019.
10.1 Securities Purchase Agreement, dated as of May 7, 2019, by and between Odyssey Capital Funding, LLC and MyDx, Inc.







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.


Date: May 24, 2019 By: /s/ Matthew Bucciero
    Matthew Bucciero
    Principal Executive Officer