MyDx Inc. (fka MYDX)

[nodummy]

There is no BCI Advisors LLC on that list

BCI Advisors LLC isn't BCI Advisors Inc or BCI LLC. It's BCI Advisors LLC

When somebody finds information on BCI Advisors LLC let me know. I haven't found anything on them so far which I think is intentional thus the reason why their "CEO and Managing Director" didn't even sign with his full name.... only E. Galvin.

The attorney representing BCI Advisors LLC in the Advisory Agreement I did find

https://www.sec.gov/Archives/edgar/data/1582341/000121390017000256/f8k121616ex10i_mydxinc.htm

C. Pugatch
101 NE 3rd Avenue
Suite 1800 Fort Lauderdale, Fl 33301

Chad Pugatch of RICE PUGATCH ROBINSON STORFER & COHEN PLLC

RICE PUGATCH ROBINSON STORFER & COHEN PLLC advertises itself as a Bankruptcy specialist.

http://www.rprslaw.com/index.htm

Chat Pugatch in particular specializes in Bankruptcy/Reorganization matters

http://www.rprslaw.com/cPugatch.html

So that's interesting to see that law firm in the mix.


I think this poster got it right:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=127807189

aww come on wtf

On December 1, 2016, MyDx, Inc. (“MyDx”, or the “Company”) entered into an advisory services agreement (the “Advisory Services Agreement”) with BCI Advisors, LLC (“BCI”) pursuant to which BCI shall, provide advice and counsel to senior management of the Company on business planning and strategy, restructuring and recapitalization, and consultation to the Board of Directors. BCI will be paid an initial fee of $50,000 in cash or unrestricted shares of the Company’s Common Stock, and a retainer fee of $25,000 per month for the eleven (11) months subsequent thereto. The Advisory Services Agreement is for a term of 360 days, unless terminated sooner pursuant to the terms as stated therein

Daniel Yazbech just signed yet another consulting agreement that will dilute MYDX shareholders (like the Lynx Consulting Group Ltd and Talent Cloud Limited agreements before this one).

According to the Advisory Agreement, BCI Advisors LLC (whoever the hell they are) will be paid a total of $325,000 in cash for their services over the course of the next year. That $325,000 can be paid in free trading stock at a forty five percent discount to the lowest closing bid price of the preceding twenty trading days, but will require S-8 filings for the stock to be made free trading.

(a) Cash Fee. Upon execution USD $50,000 in cash or free trading, unrestricted (i.e., registered on Form S-8) common stock of the Company, upon execution of this Agreement and additionally, on the fifteenth of the month, beginning January 15, 2016, and for 10 subsequent months, $25,000 per month. If the Company elects to pay the consultant in From S-8 stock it will be it will be paid to the PPC and calculated based on a forty five percent discount to the lowest closing bid price of the preceding twenty trading days.

Plus another $25,000 introduction fee bumps that total up to $350,000.

(b) An introduction fee upon successful closing equal to $25,000 in cash or free trading, unrestricted (i.e., registered on Form S-8) common stock of the Company payable at the closing or execution transaction entered into between the Company and any BCI Protected Relationship.

MYDX will be getting yet another $350,000 in free trading discounted stock dumped on their heads. The dilution here is never ending.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=127019930

Watch out once those S-8s start to hit.

Plus there is this whole sections where BCI Advisors LLC is being paid in stock on top of their cash payments (a section I admittedly don't fully comprehend I just know it means more stock being issued to BCI Advisors LLC):

(d) Securities.

(i) Common Stock. On the 45 and 90th day anniversary of the effectiveness of this Agreement, Consultant shall be issued, in restricted Company common stock and on a fully diluted basis, and A-1 and A-2 warrant each equal to seven-and-one-half percent (7.5%) for a total of (15%) of the then issued and outstanding Company common shares (hereinafter, the common shares underlying this 15% issuance shall be referred to as the “Initial Stock”). Further, with the exception of exempt issuances of common shares or any other Company equity (including preferred and/or convertible equity) or convertible debt which are discussed in Item 4(d)(dA) below, the Company agrees and covenants to maintain Consultant’s fully diluted interest of 15% of the Company’s common shares until the earlier occurrence of one of the two following events: (X) Consultant, or it’s assigns no longer own at least fifty percent (50%) of the Initial Stock, or (Y) 180 days has elapsed since the Initial Stock was registered for sale in a valid registration statement filed and made effective with the SEC.

The Company shall maintain Consultant’s Initial Stock interest exclusively by issuing additional common shares to Consultant.1

At no cost to Consultant, Company agrees to register for sale, in any legally feasible registration statement filed by the Company with the SEC, all of the common Shares underlying the Initial Stock.

(A) Exceptions shall include: (i) any market priced and valid issuance of equity or debt that is exchanged for a cash investment into the Company, and (ii) any equity or debt that is issued in an accretive acquisition of a new business or new assets.

1 An example of Company maintaining Consultant’s Initial Stock issuance would be as follows: Assume for the purposes of this example that there were 10,000,000 common shares issued and outstanding and Consultant owned 750,000 of those shares. Further, assume that there were two issuances made by the Company prior to 6 months following the effectiveness of the registration for sale of the Initial Stock: one for 2,000,000 common shares to various consultants and another of 3,000,000 to investors related to a private placement of Company common shares. In this example, the private placement is an exempt issuance and does not dilute Consultant according to this Agreement; however the 2,000,000 share issuance to the consultants would give rise to Consultant receiving additional common shares. In this case, in order to determine how many additional shares Consultant would receive, one would multiply the difference (obtained by subtracting any exempt issuances from the total outstanding shares) by .075. That product would then be reduced by the number of common shares held by Consultant prior to the new non-exempt issuance. Therefore, in this example, that number would be 150,000 new shares to Consultant.

Focus in on the tiny section about "best efforts to help move the company to the NASDAQ" all you want. Fact is that is just routine/standard language always found in contracts like this. If you understand anything about NASDAQ initial listing requirements you'd know that MYDX doesn't even come remotely close to meeting any of the many initial reporting requirements and will never in a million years trade on the NASDAQ.

https://listingcenter.nasdaq.com/assets/initialguide.pdf


As far as Daniel Yazbeck taking newly created preferred stock in place of past due compensation and other expenses owed to himself and YCIG Inc -- that's simply to ensure that he remains the controlling shareholders of MYDX with all of the dilution that has been and will continue to be taking place.


The real thing to take from the Advisory agreement is that Daniel Yazbeck has screwed MYDX shareholders with yet more ugly dilution in the future.