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): April 30, 2018

 

MYnd Analytics, Inc.

(Exact name of Company as specified in its charter)

 

Delaware 001-35527 87-0419387
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)    

 

26522 La Alameda
Mission Viejo, CA 92691

(Address of principal executive offices)

 

(949) 420-4400

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

☐ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company           

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Reference is made to the Subscription Agreement for Shares of Series A Preferred Stock and Common Stock Purchase Warrants, dated March 29, 2018 (the “Original Agreement”), whereby MYnd Analytics, Inc. (the “Company”) sold, in a private placement, an aggregate of 1,050,000 shares of newly-designated Series A Preferred Stock (“Series A Preferred Stock”), par value $0.001 per share (the “Shares”) and Warrants (the “Warrants”) to purchase an aggregate of 525,000 shares of Common Stock (“Common Stock”), par value $0.001 per share to accredited investors pursuant to a Confidential Offering Memorandum dated March 28, 2018 (the “Offering”). The Offering was originally reported by the Company on Item 1.01 of a Current Report on Form 8-K, filed with the Securities Exchange Commission on April 3, 2018.

 

On April 30, 2018, the Company entered into the First Amended Subscription Agreement for Shares of Series A Preferred Stock and Common Stock Purchase Warrants (the “Amended Agreement”) with John Pappajohn and Mary Pappajohn (each an “Investor”, and collectively the “Investors”), which provides for the issuance, as of the date of the Original Agreement, of an aggregate of 500,000 Shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (“Series A-1 Convertible Preferred Stock”), in lieu of the same number of Shares of Series A Convertible Preferred Stock that the Company had originally agreed to issue to the Investors. The Series A-1 Convertible Preferred Stock will have substantially the same rights and preferences as the Shares of Series A Preferred Stock, except that the Shares of Series A-1 Convertible Preferred Stock are non-voting and cannot be converted into Common Stock by an Investor if, as a result of such conversion, such Investor would beneficially own greater than 19.9% of the outstanding shares of Common Stock. Additionally, the Warrants were amended to provided that they would not be exercisable by an Investor if, following any such exercise, such Investor would beneficially own greater than 19.9% of the outstanding shares of Common Stock.

 

 

 

 

SIGNATURES

 

Pursuant to the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

MYND ANALYTICS, INC.

     
  By:  /s/ Donald D'Ambrosio
May 4, 2018   Donald D'Ambrosio
    Chief Financial Officer