MyDx Inc. (fka MYDX)

[Huggy Bear]

Who said this, was it Daniel Yazbeck in an interview from 12/6/16?

I assume it was from statements on this board, I did not listen to it but appears there was a link posted here a few times.

Whoever said it the information is blatantly false. From the public filings with the SEC alone anyone can add up that there is WAY more debt to convert coming than 200K.

From the 8-K filed on 12/2/16 alone, four days before 12/6, this debt became live and immediately being sold into the market. 312K worth of debt.

On November 29, 2016, the Company entered into an agreement the (“RCP Settlement”) with Rockwell Capital Partners, Inc. (“RCP”), relating to certain bona fide, outstanding, and past-due liabilities of the Company in the aggregate principal amount of $312,192.43 that RCP acquired (the “Debt”).

Under the terms of the RCP Settlement, RCP purchased certain bona fide, outstanding, and past-due liabilities of the Company in exchange for receiving the issuance of one or more tranches of shares of the Company’s common stock, as follows: the issuance of freely trading securities in an amount sufficient to satisfy the compromised amount at a forty-five percent (45%) discount to market based on the market price during the valuation period as defined therein, and one million (1,000,000) freely trading shares pursuant to issued pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Act”), in accordance with the terms as stated in the RCP Settlement (the “Settlement Shares”).

Further, as part of the RCP Settlement, and pursuant to that certain Assignment and Modification Agreement, dated October 19, 2016, whereby RPC purchased the debt claim held by Talent Cloud Limited, Hong Kong (“Talent Cloud”) and Meyers Associates, L.P. (“Meyers Associates”) from the Company, the Company shall issue and deliver to RCP shares of the Company’s common stock as requested by RPC, periodically, at a forty-five percent (45%) discount from the lowest price of the Company’s common stock for the seven trading days prior to the date of issuance.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11717639

RCP acquired this debt and effected the Section 3(a)(10) exemption improperly IMO to circumvent Rule 144. The nature of these "debts" are nebulous as well.

Suffice to say whatever ones opinion of all that might be it IS CLEAR that more than 200K in convertible debt was left to convert in the immediate and near future.

That was misleading information, at best, from my research.

Total current liabilities 3,020,775


That is from the most current quarterly report.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11705681

It is evident that other means of converting current liabilities into discounted free trading shares are being utilized with skeptical, at best, clearing of this debt thru even more suspect means - Effecting Section 3(a)(10) exemptions.

As condition to the RCP Settlement, RCP and the Company filed a civil action under Section 3(a)(10) (the “3(a)(10) Transaction”) of the Act. On November 30, 2016, the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida, entered an order approving, among other things, the fairness of the terms and conditions of the 3(a)(10) Transaction.

These are calculated transactions between RCP and MYDX. Both parties are agreeing to the "fairness" of the settlements in the Florida county court system, which is a condition of effecting a Section 3(a)(10) exemption.

I question that the "bona fide" debt owed portion of Section 3(a)(10) is legitimate as determined via prior precedents in Section 3(a)(10) cases before the SEC.

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