UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 30, 2015
Date of Report (date of earliest event reported)
MyDx, Inc.
(Exact name of Registrant
as specified in its charter)
|
Nevada
|
|
333-191721
|
|
99-0384160
|
(State or other
jurisdiction of
incorporation or organization)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer
Identification Number)
|
6335 Ferris Square
, Suite B
San Diego, CA
92121
(Address of principal
executive offices)
(800) 814-4550
(Registrant’s
telephone number, including area code)
4225
Executive Square, Suite 600
La Jolla, California 92037
(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 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
MyDx, Inc. (the “Company”)
is filing this Amendment No. 1 (the “Form 8-K/A”) to our Current Report on Form 8-K (the “Original Form 8-K”)
filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2015. This Form 8-K/A (i) amends Item
4.01 of the Original Form 8-K to reference the Company’s receipt of the consent letter from the Company’s previous
independent auditor, Cutler &Co. LLC; and (ii) amends and restates in its entirety Item 7.01 and Item 9.01 of the
Original Form 8-K. This Form 8-K/A should be read in conjunction with the Original Form 8-K, which continues to speak as of the
date of the Original Form 8-K. Except as specifically noted above, this Form 8-K/A does not modify or update disclosures in the
Original Form 8-K. Accordingly, except as specifically noted above, this Form 8-K/A does not reflect events occurring after the
filing of the Original Form 8-K or modify or update any related or other disclosures.
Item 4.01. Change in Registrant’s
Certifying Accountant.
A copy of
the disclosure made by the Company in the Original Form 8-K was provided to Cutler & Co. LLC prior to the date of filing of
the Original Form 8-K, and Cutler & Co. LLC was requested to furnish the Company with a copy of a letter addressed to the
SEC stating that it agrees with the statements made by the Company in Item 4.01 of the Original Form 8-K. A copy of this letter
from Cutler & Co. LLC dated May 13, 2015 has been received by the Company and is filed as an exhibit to this Form 8-K/A.
Item 7.01. Regulation FD Disclosure.
On May 5, 2015, the Company
issued a press release announcing consummation of the Merger with CDx pursuant to the Merger Agreement. A copy of the press release
is furnished as Exhibit 99.4 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information
contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.4 furnished herewith, shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing by the Company under the Securities Act.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
The exhibits listed in
the following Exhibit Index are filed as part of this Current Report on Form 8-K.
|
Exhibit
No.
|
|
Description
|
|
2.1
|
|
Agreement
and Plan of Merger, dated as of April 9, 2015, by and among Brista Corp., CDX Merge, Inc. and CDx, Inc.(1)
|
|
3.2
|
|
Amendment
to Articles of Incorporation (2)
|
|
10.1
|
|
Joint
Development Agreement, dated as of November 1, 2013, by and between CDx, Inc. and Next Dimension Technologies, Inc. (3)
|
|
10.2
|
|
Patent
Assignments, dated as of July 2, 2014, by and between CDx, Inc. and Richard Rouse.
|
|
10.3
|
|
Employment
Agreement, dated as of October 15, 2014, between CDx and Daniel Yazbeck
|
|
10.4
|
|
Form
of Series A Preferred Investor Rights Agreement, dated as of March 2014, by and among CDx and the investors party thereto.
|
|
10.5
|
|
Form
of Series B Preferred Stock and Warrant Purchase Agreement, dated as of October 2014, by and between CDx and the investors
party thereto.
|
|
10.6
|
|
Form
of Registration Rights Agreement, dated as of October 2014, by and among CDx and the investors party thereto.
|
|
10.7
|
|
Form
of Series B Preferred Warrant
|
|
10.8
|
|
2015
Equity Incentive Plan
|
|
10.9
|
|
Office
Lease dated April 1, 2015
|
|
10.10
|
|
Amendment
No. 1 dated April 21, 2014 to Joint Development Agreement, dated as of November 1, 2013, by and between CDx, Inc.
and Next Dimension Technologies, Inc.(3)
|
|
10.11
|
|
Amendment
No. 2 dated July 1, 2014 to Joint Development Agreement, dated as of November 1, 2013, by and between CDx, Inc.
and Next Dimension Technologies, Inc.(3)
|
|
10.12
|
|
Amendment
No. 3 dated March 13, 2015 to Joint Development Agreement, dated as of November 1, 2013, by and between CDx, Inc.
and Next Dimension Technologies, Inc.(3)
|
|
10.13
|
|
Amendment
No. 4 dated May 1, 2015 to Joint Development Agreement, dated as of November 1, 2013, by and between CDx, Inc.
and Next Dimension Technologies, Inc.
|
|
10.14
|
|
Amendment
No. 5 dated May 5, 2015 to Joint Development Agreement, dated as of November 1, 2013, by and between CDx, Inc.
and Next Dimension Technologies, Inc. (3)
|
|
14.1
|
|
Code
of Ethics
|
|
16.1
|
|
Consent
of Cutler & Co., LLC dated May 13, 2015
|
|
23.1
|
|
Consent
of Cutler & Co., LLC dated April 28, 2015
|
|
99.1
|
|
CDx,
Inc. audited financial statements for the fiscal years ended December 31, 2014 and 2013
|
|
99.2
|
|
Brista
Corp. audited financial statements for the years ended July 31, 2014 and July 31, 2013 and unaudited financial statements
for the period ending January 31, 2015
|
|
99.3
|
|
Pro
Forma Financial Information
|
|
99.4
|
|
Press
Release dated May 5, 2015
|
|
(1)
|
Incorporated by reference to the
Company’s Form 8-K filed with the SEC on April 14, 2015.
|
|
(2)
|
Incorporated by reference to the
Company’s Form 8-K filed with the SEC on April 29, 2015.
|
|
(3)
|
The
Company has requested confidential treatment for portions of this agreement. Accordingly,
certain portions of this agreement have been omitted in the version filed with this report
and such confidential portions have been filed with the Securities and Exchange Commission.
|
SIGNATURES
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,
thereunto duly authorized.
|
|
MyDx,
Inc.
|
|
|
|
|
Date:
May 19, 2015
|
/s/Thomas
L. Gruber
|
|
|
Thomas
L. Gruber
|
|
|
Chief
Financial Officer
|
4
Exhibit
10.10
AMENDMENT
#1 TO JOINT DEVELOPMENT AGREEMENT
WHEREAS,
CDx. Inc. ("CDX") and Next Dimension Technologies. Inc. ("NDT") are parties to a Joint Development Agreement
(the "Agreement") executed by the parties on November 1, 2013; and
WHEREAS,
pursuant to Paragraph 11.3 of the Agreement. both parties now desire to
further modify and amend the Agreement;
NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:
1.
With respect to Paragraph 2.2. this paragraph shall be deleted in its entirety and replaced with the following:
"2.2
Task Authorization.
NDT must not undertake any Task as defined in Exhibit A until CDX has provided written authorization
to NDT to do so. Notwithstanding the foregoing. NDT is authorized to undertake Task 1.1. Task 1.2. and Task 2.1 as set forth in
Exhibit A."
2.
With respect to Exhibit A, Task 1.1. Task 1.1 shall be deleted in its entirety and replaced with Exhibit A, Task 1.1 attached
hereto.
3. With
respect to Exhibit A, Task 2.1. Task 2.1 shall be deleted in its entirety and replaced with Exhibit A, Task 2.1 attached hereto.
4.
All remaining terms and conditions of Agreement remain in full force and effect, as modified and amended hereby and are
hereby ratified by the parties.
5.
After full execution of this Amendment
#1,
the Agreement shall be deemed to include the modifications and amendments herein.
IN
WITNESS WHEREOF, the parties have caused this Amendment #1 to be executed by their authorized representatives as of the respective
dates written below.
|
CDX,
Inc.
|
|
Next
Dimension Technologies, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/
Daniel Yazbeck
|
|
By:
|
/s/
William Royea
|
|
|
|
|
|
|
|
Name:
|
Daniel
Yazbeck
|
|
Name:
|
William
Royea
|
|
Title:
|
CEO
|
|
Title
:
|
President
|
|
|
|
|
|
|
|
Date:
|
April
21, 2014
|
|
Date:
|
April
21, 2014
|
Task
1.1:
Development of a testing platform for off-site, laboratory-based testing of cannabis
|
Task objective
|
NDT will develop: (1) a capable of
discriminating between 10 different strains of simulated cannabis, (2) a laboratory-based testing system that can be
interfaced to standard, commercially available measurement instruments and allow testing of the sensor array with samples of
cannabis flower, and (3) software to control and allow collection of raw data from the laboratory-based testing system. At
the conclusion of the task, NDT will deliver the laboratory-based testing system to CDX for further testing and data
collection at an off-site laboratory facility.
|
|
Key deliverables and deadlines
|
● Development of a sensor
array that is capable of detecting 3 strains of cannabis (completed by week 13)
● Development of a sensor
array that is capable of detecting 10 strains of cannabis (completed by week 30)
● Development of a laboratory-based
testing system that can be interfaced to standard, commercially available measurement instruments and allow for testing of the
sensor array with samples of cannabis flower (completed by week 30)
● Development of software
to control and collect raw data from the laboratory-based testing system (completed by week 30)
● Delivery of an oral
presentation on the status of the 3-strain sensor array (to be scheduled following week 10)
● Delivery of an oral
presentation on the status of the 10-strain sensor array and laboratory-based testing system (to be scheduled following week 30)
● Delivery of the laboratory
testing system, associated software, and three (3) sensor arrays to a delivery address to be provided by CDX (shipped by week 30).
|
|
Performance time
|
30 weeks
|
|
Anticipated start date
|
November 1, 2013
|
|
Anticipated completion date
|
May 31, 2014
|
|
Total budget
|
$
|
|
Payment schedule
|
● $ upon completion
of week 22 (due within 10 days of invoice)
● $ upon shipment
of laboratory-based testing system (due within 10 days of invoice)
|
|
Disclaimer
|
NDT will use reasonable efforts to achieve the performance goals specified by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will be attained.
|
Task 2.1:
Development of a novel sampling sub-system for
vapor phase analysis of cannabis vapor
|
Task
objective
|
NDT
will design a new sampling sub-system for use in an integrated,
portable cannabis detector. The system will consist
of: (1) can be integrated into an electronic readout system,
(2) a (3)
a
switch
(optional, depending on the overall detector architecture), and (4) that interfaces to the sensor substrate and
provides electrical connection to the readout electronics. A second, alternate design of the substrate and sensor chamber
will also be developed. The system will be optimized and tested for cannabis and compounds associated with cannabis. The
components for three (3) completed sampling sub-systems will be delivered to CDX for further testing and
evaluation.
|
|
Key
deliverables and deadlines
|
● Delivery
of an oral presentation on the design and development of the sampling sub-system (to be scheduled in week 2)
● Delivery
of an oral presentation on the design and development of the sampling sub-system (to be scheduled following week 6)
● Delivery
of an oral presentation on the design and development of the sampling sub-system (to be scheduled following week 12)
● Delivery
of an oral presentation on the design and development of the sampling sub-system (to be scheduled following week 18)
● Delivery
of three (3) completed sampling sub-systems along with associated measured performance data to a delivery address to be
provided by CDX (shipped by week 18).
|
|
Performance
time
|
18
weeks
|
|
Anticipated
start date
|
April
21, 2014
|
|
Anticipated
completion date
|
August
25, 2014
|
|
Total
budget
|
$
|
|
Payment
schedule
|
● $ upon
completion of week 6 (due within 10 days of invoice)
● $ upon
completion of week 12 (due within 10 days of invoice)
● $ upon
completion of week 18 (due within 10 days of invoice)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve performance goals specified by CDX. Notwithstanding, the proposed work is developmental
in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will
be attained.
|
3
Exhibit 10.11
AMENDMENT
#2 TO JOINT DEVELOPMENT AGREEMENT
WHEREAS,
CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. (“NDT”) are parties to a Joint Development Agreement
executed by the parties on November 1, 2013, as modified by Amendment #1 to the Joint Development Agreement executed by the parties
on April 21. 2014 (the “Agreement”); and
WHEREAS,
pursuant to Paragraph 11.3 of the Agreement, both parties now desire to further modify and amend the Agreement;
NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:
1. With
respect to Paragraph 2.2. this paragraph shall be deleted in its entirety and replaced with the following:
“2.2
Task Authorization.
NDT must not undertake any Task as defined in Exhibit A until CDX has provided written authorization
to NDT to do so. Notwithstanding the foregoing, NDT is authorized to undertake Task 1.1, Task 1.2, Task 1.3, and Task 2.1 as set
forth in Exhibit A.”
2. With respect to Exhibit A, Task 1.1, Task 1.1 shall be deleted in its entirety and replaced with Exhibit A, Task 1.1 attached
hereto.
3.
With respect to Exhibit A, Exhibit A is amended to include Task 1.3 attached
hereto.
4. All
remaining terms and conditions of Agreement remain in full force and effect. as modified and amended hereby and are hereby ratified
by the parties.
5. After
full execution of this Amendment #2, the Agreement shall be deemed to include the modifications and amendments
herein.
IN
WITNESS WHEREOF, the parties have caused this Amendment #2 to be executed by their authorized representatives as of the respective
dates written below.
|
CDx,
Inc.
|
|
Next
Dimension Technologies, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/
Daniel Yazbeck
|
|
By:
|
/s/
William Royea
|
|
Name:
|
Daniel
Yazbeck
|
|
Name:
|
William
Royea
|
|
Title:
|
President
|
|
Title:
|
President
|
|
|
|
|
|
|
|
Date:
|
July
1, 2014
|
|
Date:
|
July
1, 2014
|
Task
1.1
:
Development of a testing platform for off-site, laboratory-based testing of cannabis
|
Task
objective
|
NDT
will develop: (I) a capable of discriminating
between 10 different strains of simulated cannabis, (2) a laboratory-based testing system that can be interfaced to standard,
commercially available measurement instruments and allow testing of the sensor array with samples of cannabis flower, and
(3) software to control and allow collection of raw data from the laboratory-based testing system. By the conclusion of the
task, NDT will deliver two laboratory-based testing systems to CDX for further testing and data collection.
|
|
Key
deliverables and deadlines
|
● Development
of a sensor array that is capable of detecting 3 strains of cannabis (completed by week 13)
● Development
of a sensor array that is capable of detecting 10 strains of cannabis (completed by week 30)
● Development
of a laboratory-based testing system that can be interfaced to standard, commercially available measurement instruments
and allow for testing of the sensor array with samples of cannabis flower (completed by week 30)
● Development
of software to control and collect raw data from the laboratory-based testing system (completed by week 30)
● Delivery
of an oral presentation on the status of the 3-strain sensor array (to be scheduled following week 10)
● Delivery
of an oral presentation on the status of the 10-strain sensor array and laboratory-based testing system (to be scheduled
following week 30)
● Delivery
of the laboratory testing system, associated software, and three (3) sensor arrays to a delivery address to be provided
by CDX (shipped by week 30).
● Delivery
of a second laboratory testing system and associated software, to a delivery address to be provided by CDX (shipped by
week 41).
|
|
Performance
time
|
41
weeks
|
|
Anticipated
start date
|
November
1, 2013
|
|
Anticipated
completion date
|
August
15, 2014
|
|
Total
budget
|
$
|
|
Payment
schedule
|
● $
upon completion of week 22 (due within 10 days of invoice)
|
|
|
● $
upon shipment off first laboratory-based testing system (due within 10 days of invoice)
● $
upon shipment off second laboratory-based testing system (due within 10 days of invoice)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve the performance goals specified by CDX. Notwithstanding, the proposed work is developmental
in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will
be attained.
|
Task
1.3
: Fabrication and delivery of a prototype detection system for sensor evaluation
|
Task
objective
|
NDT
will fabricate a readout system for the evaluation of NDT chemiresistive sensors. At the conclusion of the task, NDT will
deliver a prototype to CDX for further testing and data collection. Two additional prototype systems will be retained by NDT
as replacements for damaged units lent to CDX under a Joint Development Agreement executed by the parties on November 1, 2013.
|
|
Key
deliverables and deadlines
|
● Fabrication
and delivery of three (3) sensor chambers (first unit to be delivered on or before August 11, 2014; second unit to be
delivered on or before August 18, 2014; third unit to be delivered on or before September 19, 2014)
●
Fabrication of 3 prototype
(on or before September 19, 2014)
●
Delivery of one (1) prototype
CDX (on or before September 19, 2014)
|
|
Performance
time
|
12
weeks
|
|
Anticipated
start date
|
July
1, 2014
|
|
Anticipated
completion date
|
September
19, 2014
|
|
Total
budget
|
$
|
|
Payment
schedule
|
● $
upon delivery of prototype system (due within 10 days of
invoice)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve the performance goals specified by CDX. Notwithstanding, the proposed work is developmental
in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will
be attained.
|
3
Exhibit
10.12
AMENDMENT
#3 TO JOINT DEVELOPMENT AGREEMENT
WHEREAS,
CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. ("NDT") are parties to a Joint Development Agreement
executed by the parties on November 1, 2013, as modified by Amendment #1 to the Joint Development Agreement executed by the parties
on April 21, 2014 and Amendment #2 to the Joint Development Agreement executed by the parties on July 1, 2015 (the "Agreement");
and
WHEREAS,
pursuant to Paragraph 11.3 of the Agreement, both parties now desire to further modify and amend the Agreement;
NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:
1. With
respect to Paragraph 2.2, this paragraph shall be deleted in its entirety and replaced with the following:
"2.2
Task Authorization.
NDT must not undertake any Task as defined in Exhibit A until CDX has provided written authorization
to NDT to do so. Notwithstanding the foregoing, NDT is authorized to undertake Task 1.1, Task 1.2, Task 1.3, Task 1.4, Task 1.5,
Task 1.6, Task 2.1, and Task 3.1 as set forth in Exhibit A."
2.
With respect to Exhibit A, Task 1.2, Task 1.2 shall be deleted in its entirety and replaced with Exhibit A, Task 1.2 attached
hereto.
3.
With respect to Exhibit A, Task 1.3, Task 1.3 shall be deleted in its entirety and replaced with Exhibit A, Task 1.3 attached
hereto.
4. With
respect to Exhibit A, Exhibit A is amended to include Task 1.4, attached hereto.
5. With
respect to Exhibit A, Exhibit A is amended to include Task 1.5, attached hereto.
6. With
respect to Exhibit A, Exhibit A is amended to include Task 1.6, attached hereto.
7. With
respect to Exhibit A, Exhibit A is amended to include Task 3.1, attached hereto.
8.
All remaining terms and conditions of Agreement remain in full force and effect, as modified and amended hereby and are
hereby ratified by the parties.
9.
After full execution of this Amendment #3, the Agreement shall be deemed to include the modifications and amendments herein.
IN
WITNESS WHEREOF, the parties have caused this Amendment #3 to be executed by their authorized representatives as of the respective
dates written below.
|
CDX,
Inc.
|
|
Next
Dimension Technologies, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/
Daniel Yazbeck
|
|
By:
|
/s/
William Royea
|
|
|
|
|
|
|
|
Name:
|
Daniel
Yazbeck
|
|
Name:
|
William
Royea
|
|
Title:
|
President
|
|
Title
:
|
President
|
|
|
|
|
|
|
|
Date:
|
March 13, 2015
|
|
Date:
|
March 13, 2015
|
Task
1.2
:
Development of a for
quantitative detection of THC and CBD
|
Task objective
|
NDT
will develop a
that
is capable of quantitatively detecting THC and CBD in cannabis flower samples. At the conclusion or the task, NDT
will deliver 100 prototype samples of the final
CDX
for further testing and evaluation.
|
|
Key deliverables and deadlines
|
● Delivery of an oral presentation on
the status of the development program (to be scheduled following week 6)
● Delivery or an oral presentation on
the status of the development program (to be scheduled following week 12)
● Delivery or an oral presentation on
the status of the development program (to be scheduled during week 64, tentatively July 31, 2015)
● Delivery of one hundred (100) with
recommended testing protocols to a delivery address to be provided by CDX (shipped by week 64, tentatively July 31, 2015).
|
|
Performance time
|
64 weeks
|
|
Anticipated start date
|
May 19, 2014
|
|
Anticipated completion date
|
July 31, 2015
|
|
Total budget
|
$
|
|
Payment schedule
|
● upon completion of week 6 (due within
10 days of invoice)
● upon completion of week 12 (due within
10 days of invoice)
● upon completion of week 64 (due within
30 days of invoice)
|
|
Disclaimer
|
NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.
|
Task 1.3:
Fabrication and delivery of
a prototype detection system for
evaluation
|
Task
objective
|
NDT
will fabricate and retain readout systems
as replacements for damaged units lent to CDX under a Joint Development
Agreement executed by the parties on November 1, 2013.
|
|
Key
deliverables and deadlines
|
● Fabrication
of 2 prototype (on or before October 1, 2014)
|
|
Performance
time
|
14
weeks
|
|
Anticipated
start date
|
July
1, 2014
|
|
Anticipated
completion date
|
October
1, 2014
|
|
Total
budget
|
|
|
Payment
schedule
|
● upon
delivery of invoice (due by March 31, 2015)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve the performance goals specified by CDX. Notwithstanding, the proposed work is developmental
in nature, and thus NDT makes no representation and provides no guarantee that the performance goals specified by CDX will
be attained.
|
Task
1.4:
Fabrication of for
cannabis flower strain identification on NDT legacy
detection platform
|
Task
objective
|
NDT
will fabricate, benchmark, and deliver 10 prototype identical to those produced and delivered in Task 1.1 for the discrimination
of cannabis flower strains.
|
|
Key
deliverables and deadlines
|
● Fabrication
and benchmarking of a identical
to those delivered under Task 1.1 (completed by week 2, tentatively October 17, 2014)
● Delivery
of ten (10) CDX for further testing
and data collection (completed by week 3, tentatively October 17, 2014).
|
|
Performance
time
|
3
weeks
|
|
Anticipated
start date
|
September
29, 2014
|
|
Anticipated
completion date
|
October
17, 2014
|
|
Total
budget
|
$
|
|
Payment
schedule
|
u
pon
shipment of (due by March 31,
2015)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed
work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals
or specifications set forth by CDX will be attained.
|
Task
1.5
: Fabrication of for
cannabis strain identification on new
detection platform
|
Task objective
|
NDT
will fabricate and deliver 350
prototype
for the discrimination of cannabis flower strains. Prior to fabrication of the prototype sensor arrays, NDT will evaluate
data obtained by CDx to determine sensor film modifications that will likely improve performance and increase sensor
lifetime.
|
|
Key deliverables and deadlines
|
● Delivery of an oral presentation
describing the re-formulation of sensor chemistries for the new sensor substrate (Completed in 4 weeks, tentatively October 28,
2014)
● Delivery
of three hundred fifty (350) prototype to CDX for further testing and data collection (completed by week 20,
tentatively February 13, 2015).
|
|
Performance time
|
20 weeks
|
|
Anticipated start date
|
September 29, 2014
|
|
Anticipated completion date
|
February 13, 2015
|
|
Total budget
|
|
|
Payment schedule
|
upon delivery of (due March 31, 2015)
|
|
Disclaimer
|
NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.
|
Task
1.6
: Development of reformulated sensor chemistries and a quantitative quality control (QC)
and calibration procedure for cannabis strain identification sensors
|
Task objective
|
NDT will develop (1) reformulate( sensor chemistries for cannabis strain matching applications to facilitate automated production, and (2) a procedure for quantitative calibration and quality control assessment of cannabis strain identification sensors developed under Task 1.1.
|
|
Key deliverables and deadlines
|
●
Development
of reformulated sensor chemistries for automated production (completed by week 5, tentatively April 15, 2015)
●
Development
of a
preliminary
quality control protocol and delivery of
one-hundred (100)
(pre-calibrated and quality-control checked with a preliminary procedure) to CDX for further testing and data
collection; sensors will be accompanied with recommended testing protocols (completed by week 7, tentatively April
30, 2015).
●
Development
of a
refined
quality control protocol that incorporates specific feedback received from CDX on or before May 15, 2015.
Delivery of 100 prototype (pre-calibrated and quality-control checked with refined procedure) to CDX
for further testing and data collection; sensors will be accompanied with recommended testing protocols (completed by week 11,
tentatively May 29, 2015)
|
|
Performance time
|
11 weeks
|
|
Anticipated start date
|
March 16, 2015
|
|
Anticipated completion date
|
May 29, 2015
|
|
Total budget
|
$
|
|
Payment schedule
|
●
$ upon
initiation of task (due by March 31, 2015)
●
S upon
delivery of preliminary (due within 30 days
of invoice)
● $ up
on
delivery of refined (due within 30 days of invoice)
|
|
Disclaimer
|
NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.
|
Task
3.1:
Development of a prototype for
detection of pesticide and organic
chemical residue on cannabis flower and on produce
|
Task objective
|
NDT
will develop a for the detection of various pesticides and organic chemical residues on cannabis flower and on produce.
This task will involve the fabrication, benchmarking, and testing of sensors against 5-10 distinct pesticide residues and/or
organic chemical vapors on 3 representative media (cannabis flower, a vegetable, and a fruit). Through the duration of the
task, NDT will deliver prototype samples of the (along with recommended testing protocols) to CDX for testing and
evaluation.
|
|
Key deliverables and deadlines
|
●
Design,
fabrication and benchmarking of
initial
and preliminary testing against pesticides and organic chemical residues (completed
by week 9 tentatively April 30, 2015)
●
Delivery
of one-hundred (100)
initial
prototype and recommended testing protocols to a delivery address to be provided by CDX
(shipped by week 9, tentatively April 30, 2015)
●
Design,
fabrication, and benchmarking of
reformulated
and testing against pesticides and organic chemical residues both
ex
situ
and on representative media (completed by week 18, tentatively June 30, 2015)
●
Delivery
of one-hundred (100)
reformulated
prototype and recommended testing protocols to a delivery address to be provided by
CDX (shipped by week 18, tentatively June 30, 2015)
●
Design,
fabrication, and benchmarking of
optimized
and testing against pesticides and organic chemical residues both
ex situ
and on representative media (completed by week 27, tentatively August 31, 2015)
●
Delivery
of one-hundred (100)
optimized
prototype and
recommended testing protocols to a delivery address to be provided by CDX (shipped by week 27, tentatively August 31,
2015)
|
|
Performance time
|
27 weeks
|
|
Anticipated start date
|
March 1, 2015
|
|
Anticipated completion date
|
August 31, 2015
|
|
Total budget
|
$
|
|
Payment schedule
|
●
upon initiation
of task (due by March 31, 2015)
● upon completion of week 18 (due
within 30 days of invoice)
● upon completion of week 27 (due
within 30 days of invoice)
|
|
Disclaimer
|
NDT will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals or specifications set forth by CDX will be attained.
|
8
Exhibit 10.13
AMENDMENT
#4 TO JOINT DEVELOPMENT AGREEMENT
WHEREAS,
CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. ("NDT") are parties to a Joint Development Agreement
executed by the parties on November 1, 2013, as modified by Amendment #1, Amendment, #2, and Amendment #3 to the Joint Development
Agreement executed by the parties on April 21, 2014, July 1, 2015, and March 13, 2015, respectively (the "Agreement");
and
WHEREAS,
pursuant to Paragraph 11.3 of the Agreement, both parties now desire to further modify and amend the Agreement;
NOW,
THEREFORE, in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:
1.
With respect to Exhibit B, Paragraph 4, NDT agrees to extend, at no additional
cost, the license agreement negotiation period beyond ninety (90) days to no later than May 8, 2015.
2.
All remaining terms and conditions of Agreement remain in full force and
effect, as modified and amended hereby and are hereby ratified by the parties.
3.
After full execution of this Amendment #4, the Agreement shall be deemed to include
the modifications and amendments herein.
IN
WITNESS WHEREOF, the parties have caused this Amendment #4 to be executed by their authorized representatives as of the respective
dates written below.
|
CDX,
Inc.
|
|
Next
Dimension Technologies, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/
Daniel Yazbeck
|
|
By:
|
/s/
William Royea
|
|
|
|
|
|
|
|
Name:
|
Daniel Yazbeck
|
|
Name:
|
William Royea
|
|
Title:
|
President
|
|
Title:
|
President
|
|
|
|
|
|
|
|
Date:
|
May
1, 2015
|
|
Date:
|
May
1, 2015
|
Exhibit 10.14
AMENDMENT #5 TO JOINT
DEVELOPMENT AGREEMENT
WHEREAS,
CDx, Inc. ("CDX") and Next Dimension Technologies, Inc. ("NDT") are parties to a Joint Development Agreement
executed by the parties on November 1, 2013, as modified by Amendment #1, Amendment #2, Amendment #3, and Amendment #4 to the
Joint Development Agreement executed by the parties on April 21, 2014, July 1, 2015, and March 13, 2015, and May 1, 2015, respectively
(the "Agreement"); and
WHEREAS, pursuant
to Paragraph 11.3 of the Agreement, both parties now desire to further modify and amend the Agreement;
NOW, THEREFORE,
in consideration of the mutual undertakings of the parties as set forth below as well as other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, CDX and NDT do hereby mutually agree as follows:
|
|
1.
|
With respect to Exhibit A, Task 1.6, Task 1.6 shall be deleted in its entirety
and replaced with Exhibit A, Task 1.6 attached hereto.
|
|
|
2.
|
With respect to Exhibit A, Task 3.1, Task 3.1 shall be deleted in its entirety
and replaced with Exhibit A, Task 3.1 attached hereto.
|
|
|
3.
|
All remaining terms and conditions of Agreement remain in full force and effect, as modified
am. amended hereby and are hereby ratified by the parties.
|
|
|
4.
|
After full execution of this Amendment #5, the Agreement shall be deemed to include the modifications and amendments herein.
|
IN WITNESS WHEREOF,
the parties have caused this Amendment #5 to be executed by their authorized representatives as of the respective dates written
below.
|
CDX, Inc.
|
|
Next Dimension Technologies, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Daniel Yazbeck
|
|
By:
|
/s/ William Royea
|
|
Name:
|
Daniel Yazbeck
|
|
Name:
|
William Royea
|
|
Title:
|
President
|
|
Title:
|
President
|
|
|
|
|
|
|
|
Date:
|
May 5, 2015
|
|
Date:
|
May 5, 2015
|
Task
1.6
:
Development of reformulated sensor chemistries and a quantitative quality
control (QC) and calibration procedure for cannabis strain identification sensors
|
Task
objec
tive
|
NDT
will (1) evaluate the response of approximately 48 sensor element candidates against representative terpenes at various vapor
concentrations, (2) reformulate sensor chemistries for cannabis strain matching applications to facilitate automated production,
and (3) develop a procedure for quantitative calibration and quality control assessment of cannabis strain identification
sensors for 16 key sensor elements to be selected by CDX no later than May 21, 2015.
|
|
Key
deliverables and deadlines
|
● Development
of reformulated sensor chemistries for automated production (completed by May 5, 2015)
● Delivery
of a presentation on the results of testing of candidate sensor elements against representative terpenes at various concentrations
(completed by May 18, 2015)
● Development
of a
preliminary
quality control protocol and delivery of one-hundred (100)
(pre-calibrated and quality
-
control
checked with a preliminary procedure) to CDX for further testing and data collection; sensors will be accompanied with
recommended testing protocols (completed by June 5, 2015).
● Development
of a
refined
quality control protocol that incorporates specific feedback received from CDX on or before May 15,
2015. Delivery of 100 prototype sensor arrays (pre-calibrated and quality-control checked with refined procedure) to CDX
for further testing and data collection (completed by June 12, 2015)
|
|
Performance
time
|
13
weeks
|
|
Anticipated
start date
|
March
16, 2015
|
|
Anticipated
completion date
|
June
12, 2015
|
|
Total
budget
|
|
|
Payment
schedule
|
●
upon initiation of task (due by March 31,
2015)
●
upon delivery of preliminary
(due within 30 days of invoice)
●
upon delivery of refined
(due within 30 days of invoice)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed
work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals
or specifications set forth by CDX will be attained.
|
Task
3.1:
Development of a prototype
for detection of pesticide and organic chemical residue on cannabis flower and on produce
|
Task
objective
|
NDT
will develop a for the detection of various pesticides and
organic chemical residues on cannabis flower and on produce. This task will involve the fabrication, benchmarking, and
testing of against 5-10 distinct pesticide residues and/or organic chemical vapors on 3 representative media (cannabis
flower, a vegetable, and a fruit). Through the duration of the task, NDT will deliver prototype samples of the sensor arrays
(along with recommended testing protocols) to CDX for testing and evaluation.
|
|
Key
deliverables and deadlines
|
●
Design, fabrication and benchmarking of
initial
and
preliminary testing against pesticides and organic chemical residues (completed by May 29, 2015)
●
Delivery of one-hundred (100)
initial
prototype
and recommended testing protocols to a delivery address to be provided by CDX (shipped by May 29, 2015)
●
Design, fabrication, and benchmarking of
reformulated
and testing against pesticides and organic chemical residues both
ex situ
and on representative media (completed
by July 31, 2015)
●
Delivery of one-hundred (100)
reformulated
prototype
and recommended testing protocols to a delivery address to be provided by CDX (shipped by July 31, 2015)
●
Design, fabrication, and benchmarking of
optimized
and testing against pesticides and organic chemical residues both
ex situ
and on representative media (completed
by September 25, 2015)
●
Delivery of one-hundred (100)
optimized
prototype
and recommended testing protocols to a delivery address to be provided by CDX (shipped by September 25, 2015)
|
|
Performance
time
|
31
weeks
|
|
Anticipated
start date
|
March
1, 2015
|
|
Anticipated
completion date
|
September
25, 2015
|
|
Total
budget
|
$
|
|
Payment
schedule
|
●
upon initiation of task (due by March 31,
2015)
●
upon
shipment of reformulated prototype July 31, 2015 (due within
30 days of invoice)
●
upon
shipment of optimized prototype September 25, 2015
(due within 30 days of invoice)
|
|
Disclaimer
|
NDT
will use reasonable efforts to achieve the performance goals and specifications set forth by CDX. Notwithstanding, the proposed
work is developmental in nature, and thus NDT makes no representation and provides no guarantee that any performance goals
or specifications set forth by CDX will be attained.
|
3
Exhibit 16.1
May 13, 2015
Securities and Exchange Commission
100 F. Street
Washington, DC 20549 - 7561
Re: MyDx., Inc.(formerly Basta Holdings
Corp.)
Commission File No. 333- 191721
We have read the statements that
MyDx., Inc.(formerly Basta Holdings Corp.) included under Item 4.01 of the Form 8-K report dated April 30, 2105 and agree with
such statements in so far as they apply to our firm.
We have no basis to agree or disagree
with any other statement made in Item 4.01 of such report.
Sincerely,
Cutler & Co., LLC
Wheat Ridge, Colorado
