UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):May 7, 2018
MyDx, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada | 000-55596 | 99-0384160 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
6335 Ferris Square, Suite B
San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
800-814-4550
(Registrant's telephone number, including area code)
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:
☐ | 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 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 3.02 Unregistered Sales of Equity Securities.
On May 7, 2018, YCIG, Inc., an entity owned and controlled by MyDx, Inc.’s (the “Company’s”) sole officer and director, Mr. Daniel Yazbeck, acquired 1,750,000,000 shares of the Company’s common stock through the conversion of 175,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) via a cashless conversion of the stated value of $1.00 per Series B Preferred share divided by a conversion price of $0.0001 per share.
These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, and manner of the offering. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
As a result of Mr. Yazbeck’s conversion of the 175,000 shares of Series B Preferred into 1,750,000,000 shares of common stock, the Company has been relieved of its obligation to pay the Redemption Price (as defined in the Series B Preferred Certificate of Designations) of the 175,000 shares of Series B Preferred to YCIG.
SIGNATURE
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.
MyDx, Inc. | ||
Date: May 9, 2018 | By: | /s/ Daniel Yazbeck |
Daniel Yazbeck | ||
Chief Executive Officer |