MyDx Inc. (fka MYDX)

[DarthYoda]

Convertibility of Vista note and more:

The vista note was immediately convertible and those 15mil 13g shares converted weeks ago, when the 13g was filed:

(a) Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion Amount by the Conversion Price.

Two December notes were Paid Off in June:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11473263

A February note was Cancelled in June as well:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11481063

The Vista note was the last convertible(May 24th), listed on page 12 of the most recent 10-q, there have been no new 8-k's for new notes since the 10-q:

Convertible Notes - December 22, 2015 $ 209,000-PAID(6/23)
Convertible Notes- February 8, 2016 60,000-CANCELLED(6/30)
Convertible Note - March 15, 2016 55,750-CONVERTED
Convertible Note - May 6, 2016 55,750-CONVERTED
Convertible Note - May 10, 2016 50,000-CONVERTED
Convertible Note - May 24, 2016 55,000-CONVERTED-Vista Note
Less debt discount and debt issuance costs (30,199)
Total 455,301

As can be seen above, the Vista note wasNOT $275k+, but was a total of:

$55k+$5k(OID)+$10k=$70k
($10k is penalty for market PPS going under .02)

The Company and Vista agreed to an initial funding under the Note of $55,000, including an OID of $5,000 (“Initial Funding”). Future advances under the Note are at the sole discretion of Vista. The Company is only required to repay the amount funded, including the prorated portion of the OID.

The conversion price would have been .0112 based on the Conversion date and the Chart:

Conversion Price shall equal 50% of the average of the two (2) lowest trading prices occurring during the fifteen (15) consecutive Trading Days immediately preceding the applicable Conversion Date...

It would have converted at .0112 if the market PPS hadn't been pushed under .02 for two consecutive days(equivalent to conversion price going under .01. Noteholders got almost 4 times the shares once the conversion price broke below .01:

...if the effective Conversion Price as calculated in Section 3(a)(ii) is less than $0.01 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.01 or (b) 40% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note.

So, based on the penalty, conversion date, and chart, the conversion price became .0032 instead:

40% x.0081=.0032

Vista converted when they did to take advantage of the 52wk low. They were about to be more than 25 trading days away from it and would have had to convert at a higher pps for less shares.
So, after the 13g, $70k-(.0032 x 15mil)=$22k

$22k converting at .0032 is 6.875mil shares which would not require an additional filing. It will also have already converted, as not only was it immediately convertible, but if Vista would have waited until the 24th to convert, their conversion price would have been more than twice as high as .0032, resulting in less than half the shares(<3.4375mil).

There will be no new shares on the 24th. All Convertibles are either paid off, cancelled, converted, or finishing converting right now.

And the CEO owns 10,031,678 shares...


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11416734
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11544912