SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MYnd Analytics, Inc. [ CNSO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 09/19/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 per share | 09/19/2016 | C | 444,454(1) | A | (1) | 445,704(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
5% Secured Convertible Note due December 2017(2) | $0.05 | 09/19/2016 | H | $750,000 | (5) | 12/31/2017(6) | Common Stock | 15,000,000(5) | (5) | $1,350,000(7) | D | ||||
5% Secured Convertible Note due December 2017(3) | $0.05 | 09/19/2016 | H | $350,000 | (5) | 12/31/2017(6) | Common Stock | 7,000,000(5) | (5) | $1,000,000(7) | D | ||||
5% Secured Convertible Note due December 2017(4) | $0.05 | 09/19/2016 | H | $750,000 | (5) | 12/31/2017(6) | Common Stock | 15,000,000(5) | (5) | $250,000(7) | D | ||||
5% Secured Convertible Note due December 2017(4) | $0.05 | 09/19/2016 | H | $250,000 | (5) | 12/31/2017(6) | Common Stock | 5,000,000(5) | (5) | $0(7) | D | ||||
5% Secured Convertible Note due December 2017 | (5) | 09/19/2016 | P | $750,000(5) | (5) | 12/31/2017 | Common Stock | (5) | (5) | $750,000(7) | D | ||||
5% Secured Convertible Note due December 2017 | (5) | 09/19/2016 | P | $350,000(5) | (5) | 12/31/2017 | Common Stock | (5) | (5) | $1,100,000(7) | D | ||||
5% Secured Convertible Note due December 2017 | (5) | 09/19/2016 | P | $750,000(5) | (5) | 12/31/2017 | Common Stock | (5) | (5) | $1,850,000(7) | D | ||||
5% Secured Convertible Note due December 2017 | (5) | 09/19/2016 | P | $250,000(5) | (5) | 12/31/2017 | Common Stock | (5) | (5) | $2,100,000(7) | D | ||||
Common Stock Warrant | $0.05 | 09/19/2016 | H | 22,000,000 | 12/23/2015 | (9) | Common Stock | 22,000,000 | (9) | 20,000,000 | D | ||||
Common Stock Warrant | $0.05 | 09/19/2016 | H | 15,000,000 | 12/28/2015 | (9) | Common Stock | 15,000,000 | (9) | 5,000,000 | D | ||||
Common Stock Warrant | $0.05 | 09/19/2016 | H | 5,000,000 | 08/09/2016 | (9) | Common Stock | 5,000,000 | (9) | 0 | D | ||||
Common Stock Warrant | $0.05 | 09/19/2016 | P | 22,000,000 | 09/19/2016 | (9) | Common Stock | 22,000,000 | (9) | 22,000,000(8) | D | ||||
Common Stock Warrant | $0.05 | 09/19/2016 | P | 15,000,000 | 09/19/2016 | (9) | Common Stock | 15,000,000 | (9) | 37,000,000 | D | ||||
Common Stock Warrant | $0.05 | 09/19/2016 | P | 5,000,000 | 09/19/2016 | (9) | Common Stock | 5,000,000 | (9) | 42,000,000 | D | ||||
5% Secured Convertible Note due December 2017 | $0.025(6) | 09/19/2016 | C | $750,000(8) | (5) | (6) | Common Stock | 30,000,000(6) | (5) | $1,350,000(6)(7) | D | ||||
5% Secured Convertible Note due December 2017 | $0.025(6) | 09/19/2016 | C | $350,000(8) | (5) | (6) | Common Stock | 12,000,000(6) | (5) | $1,000,000(6)(7) | D | ||||
5% Secured Convertible Note due December 2017 | $0.025(6) | 09/19/2016 | C | $750,000(8) | (5) | (6) | Common Stock | 30,000,000(6) | (5) | $250,000(6)(7) | D | ||||
5% Secured Convertible Note due December 2017 | $0.025(6) | 09/19/2016 | C | $250,000(8) | (5) | (6) | Common Stock | 10,000,000(6) | (5) | $0(6)(7) | D | ||||
Common Stock Warrant | (6) | 09/19/2016 | H | 22,000,000 | 09/19/2016 | 09/19/2016(6) | Common Stock | 22,000,000 | (9) | 20,000,000(6) | D | ||||
Common Stock Warrant | (6) | 09/19/2016 | H | 15,000,000 | 09/19/2016 | 09/19/2016(6) | Common Stock | 15,000,000 | (9) | 5,000,000(6) | D | ||||
Common Stock Warrant | (6) | 09/19/2016 | H | 5,000,000 | 09/19/2016 | 09/19/2016(6) | Common Stock | 5,000,000 | (9) | 0(6) | D |
Explanation of Responses: |
1. On September 19, 2016, MYnd Analytics, Inc. (the "Issuer") effected a Mandatory Conversion (as defined below) with respect to all outstanding Notes (as defined below) held by the Reporting Person. The Mandatory Conversion had the effect of converting each $0.025 of principal and accrued interest held by the Reporting Person, a total of $2,222,268.84 in outstanding Notes, into one share of Common Stock. On September 21, 2016, the Issuer completed a 200-to-1 reverse stock split. The amount stated represents the post-split adjusted amount. Fractional shares resulting from the reverse stock split were rounded to the nearest whole share (with 0.5 being rounded up). |
2. The 5% secured convertible notes in the amount of $750,000, the amendment of which is reported in this Form 4, were initially issued by the Issuer on September 26, 2014. |
3. The 5% secured convertible notes in the amount of $350,000, the amendment of which is reported in this Form 4, were initially issued by the Issuer on September 24, 2015. |
4. The 5% secured convertible notes in the amounts of $750,000 and $250,000, the amendments of which are reported in this Form 4, were initially issued by the Issuer on December 28, 2015 and August 9, 2016, respectively. As previously reported, on December 28, 2015, the Issuer issued the 5% secured convertible promissory notes in the amount of $750,000 pursuant to the Second Amended and Restated Note Purchase Agreement, dated December 23, 2015, between the Issuer, the Reporting Person and certain other investors named therein as later amended (the "A&R Note & Warrant Agreement"). Additionally, on August 9, 2016, the Issuer issued the 5% secured convertible promissory notes in the amount of $250,000 under the A&R Note Warrant Agreement. |
5. See Exhibit 99.1. |
6. Pursuant to the A&R Note & Warrant Agreement, as amended by the Second Amendment, on September 19, 2016, the Issuer effected a Mandatory Conversion with respect to all outstanding Notes held by the Reporting Person. The Mandatory Conversion had the effect of (i) converting each $0.025 of Notes into a share of common stock, with any resulting fraction of a share being rounded to the nearest whole share (with 0.5 being rounded up) and (ii) causing all warrants to be automatically cancelled, to be of no further legal force or effect and to be no longer exercisable for any shares of Common Stock. |
7. Pursuant to the A&R Note & Warrant Agreement, all Notes earn interest at a rate of 5% per annum with interest payable at maturity, which is set at December 31, 2017 (subject to earlier conversion or prepayment). The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Notes. |
8. The number of derivative securities disposed does not include interest accrued at 5% per annum on the Notes. At the time that the Mandatory Conversion took effect, a total of $122,268.84 in interest had accrued on the Notes. |
9. See Exhibit 99.2. |
/s/ Jan Vyhnalek, as statutory director/CEO of RSJ Private Equity investicni fond s promennym zakladnim kapitalem, A.S. | 09/23/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |