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. [ MYND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/29/2018 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Series A Preferred Stock | $1.875(1) | 03/29/2018 | 03/29/2018 | A | 500,000(1)(2) | (2) | (2) | Common Stock | 500,000(1)(2) | $937,500(2) | 500,000 | D | |||
Series A Preferred Stock | $1.875(1) | 03/29/2018 | 03/29/2018 | A | 500,000(1)(2) | (2) | (2) | Common Stock | 500,000(1)(2) | $937,500(2) | 500,000 | I | See Footnote(3) | ||
Warrant | $2.34(1)(4) | 03/29/2018 | 03/29/2018 | A | 500,000 | (4) | (4) | Common Stock | 500,000 | $62,500 | 500,000 | D | |||
Warrant | $2.34(1)(4) | 03/29/2018 | 03/29/2018 | A | 500,000 | (4) | (4) | Common Stock | 500,000 | $62,500 | 500,000 | I | See Footnote(3) |
Explanation of Responses: |
1. 500,000 shares of Series A Preferred Stock and Warrants to purchase 500,000 shares of Common Stock were purchased by the Reporting Person for an aggregate of $1,000,000 pursuant to a Subscription Agreement, dated as of March 29, 2018 (the "Subscription Agreement"), between the Issuer and the investors party thereto. The Series A Preferred Stock are convertible by the Reporting Person as of the date of the Subscription Agreement and are convertible at a conversion price of $1.875 per share. |
2. Each Share of Series A Preferred Stock is convertible, at the holder's option at any time, initially into 500,000 shares of the Issuer's Common Stock, subject to specific adjustments and limitations as set forth in the Certificate of Designation pertaining to such Series A Preferred Stock. |
3. Reporting Person beneficially owns 500,000 shares of Series a Preferred Stock and Warrants to purchase 500,000 shares of Common Stock that were purchased by his spouse, Mary Pappajohn. These shares of Series a Preferred Stock and Warrants were purchased pursuant to the Subscription Agreement, dated as of March 29, 2018. Mr. Pappajohn disclaims beneficial ownership of any shares of Series A Preferred Stock and Warrants held by Mrs. Pappajohn. |
4. Each Warrant entitles its holder to purchase one share of Common Stock at an exercise price of $2.34 per share, subject to adjustment, at any time commencing on March 29, 2018 and expiring on March 29, 2023 (or earlier upon redemption or liquidation). |
/s/ John Pappajohn | 04/02/2018 | |
** 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. |