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.
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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. |
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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 |
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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 |
1 |
Task 1.1: Development of a testing platform for off-site, laboratory-based testing of cannabis
2 |
Task 2.1: Development of a novel sampling sub-system for vapor phase analysis of cannabis vapor
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 |
1 |
Task 1.1 : Development of a testing platform for off-site, laboratory-based testing of cannabis
2 |
Task 1.3 : Fabrication and delivery of a prototype detection system for sensor evaluation
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.
1 |
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 |
2 |
Task 1.2 : Development of a for quantitative detection of THC and CBD
3 |
Task 1.3: Fabrication and delivery of a prototype detection system for evaluation
4 |
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. |
5 |
Task 1.5 : Fabrication of for cannabis strain identification on new detection platform
6 |
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. |
7 |
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 |
1 |
Task 1.6 : Development of reformulated sensor chemistries and a quantitative quality control (QC) and calibration procedure for cannabis strain identification sensors
2 |
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