MyDx Inc. (fka MYDX)

[Huggy Bear]

Of course. But according to Daniel Yazbeck, they are on the hot track to profitability.

http://globenewswire.com/news-release/2016/11/10/888907/0/en/MyDx-CEO-Expects-Profitability-New-Era-of-Growth-and-Expansion-in-Special-Letter-to-Shareholders.html

Here is a specific question no one is able to answer clearly. Check out this 8-K, and specifically what is snuck in there.

RCP has utilized the services of Meyers Associates, L.P. as a placement agent in this transaction and RCP has not and is not acting as a broker dealer in such capacity in this transaction pursuant to Section 15 of the Securities Exchange Act of 1934. Meyers Associates, L.P. has performed due diligence on the debts associated with this transaction, negotiated the terms hereof and arranged for RCP to place their capital in this transaction. Rockwell Capital Partners, Inc., through the transactions, agreements or proceedings above are not a part of a plan or scheme or evade the registration requirements of Section 15 of the Securities Exchange Act of 1934 or any other applicable provisions.

RCP is Oshana. Oshana was fined deeply for securities violations in the resale of stock while not being registered as a broker dealer. This was just in February 2016.

Oshana is not a registered broker dealer of securities, but continues to act as one.

How is this a legal loophole?

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.

In addition, the RCP Settlement satisfied in full that certain Promissory Note and Security Agreement, dated May 31, 2016 (the “Note”), entered into by CDx and Windset Capital Corporation (“Windset”) whereby CDx granted a continuing security interest in all of CDx’s business equipment, accounts receivable, intellectual property, rights, licenses, claims, assets and properties of any kind whatsoever, whether now owned or hereafter acquired, real, personal, tangible, intangible or of any nature or value, wherever located, together with all proceeds including insurance proceeds as defined in the Note. The outstanding balance at satisfaction was $46,527.50.

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

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

This Talent Cloud debt is not bona fide. And it is a clear attempt to circumvent Rule 144 holding period restrictions.

What's the hurry?

This is not the only disturbing thing about MYDX. nodummy has done some excellent research here.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=127238513

And I think my sticky note clearly shows how these Section 3(a)(10) exemptions are fraudulent as they harm retail shareholders, rather than promote the interests of shareholders, which is the intent of the exemption as defined by the precedents established.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=127228461