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): September 29, 2016
MyDx, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 333-191721 | 99-0384160 | ||
(State
or other jurisdiction
|
(Commission File Number) |
(IRS
Employer
|
6635
Ferris Square, Suite B,
San Diego, CA 92121
(Address of Principal Executive Offices)
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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Articles of Incorporation
On September 29, 2016, MyDx, Inc. (the “Company”) filed a Certificate of Amendment to Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada to increase the Company’s authorized common stock from three hundred and seventy five million (375,000,000) to ten billion (10,000,000,000) shares of common stock, par value $0.001 per share and authorized for issuance ten million (10,000,000) shares of blank check preferred stock, par value $0.001 (“Blank Check Preferred Stock”).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
3.1 | Certificate of Amendment to Articles of Incorporation, dated September 29, 2016 |
2 |
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: October 4, 2016 | By: | /s/ Daniel Yazbeck |
Daniel Yazbeck | ||
Chief Executive Officer |
3
Exhibit 3.1
ROSS MILLER | ||||
Secretary of State | ||||
204 North Carson Street, Suite 1 | ||||
Carson City, Nevada 89701-4520 | Filed in the office of | Document Number | ||
(775) 684-5708 | /s/ Barbara K. Cegavske | 20160433018-28 | ||
Website: www.nvsos.gov | Barbara K. Cegavske | Filing Date and Time | ||
Secretary of State | 09/30/2016 8:25 AM | |||
State of Nevada | Entity Number | |||
Certificate of Amendment | E0653232012-4 | |||
(PURSUANT TO NRS 78.385 AND 78.390) | ||||
USE BLACK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporation
( Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of the corporation: |
MYDX, INC. |
2. The articles have been amended as follows: (provide article number if available) |
Article 3: Total authorized capital stock of the Company shall be amended as follows:
The amount of total authorized stock which the Corporation shall have the authority to issue is ten billion (10,000,000,000) shares of common stock, par value $0.001 per share and ten million (10,000,000) shares of blank check preferred stock, par value $0.001 ("Blank Check Preferred Stock").
See attached additional language.
|
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is : 56.41% |
4. Effective date and time of filing: (optional) | Date: | Time: | |||
(must not be later than 90 days after the certificate is filed) |
5. Signature: (required) | |
/s/ | |
Signature of Officer |
* if any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. |
IMPORTANT : Failure to include any of the above information and submit the proper fees ay cause this filing to be rejected.
This form must be accompanied by appropriate fees. | Nevada Secretary of State Amend Profit-After |
Revised: 8-31-11 |
ISSUANCE OF BLANK CHECK PREFERRED STOCK
The Blank Check Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all or any of the shares of the Blank Check Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.