MYnd Analytics, Inc. 4

Accession 0001615774-16-007343

$EMMACIK 0000822370operating

View on SEC.gov Company Profile

Filed

Sep 22, 8:00 PM ET

Accepted

Sep 23, 4:52 PM ET

Size

60.4 KB

Accession

0001615774-16-007343

Insider Transaction Report

Form 4

Period: 2016-09-19

MYnd Analytics, Inc.CNSO

RSJ Private Equity Investment Fund with variable registered capital, a.s.

10% Owner

Transactions

Expiration (Short)
Common Stock Warrant
2016-09-19−15,000,000→ 5,000,000 total
From: 2016-09-19Exp: 2016-09-19→ Common Stock (15,000,000 underlying)
Expiration (Short)
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.05Exp: 2017-12-31→ Common Stock (5,000,000 underlying)
Purchase
5% Secured Convertible Note due December 2017
2016-09-19
Exp: 2017-12-31→ Common Stock
Expiration (Short)
Common Stock Warrant
2016-09-19−5,000,000→ 0 total
Exercise: $0.05From: 2016-08-09→ Common Stock (5,000,000 underlying)
Conversion
Common Stock, par value $0.001 per share
2016-09-19+444,454→ 445,704 total
Expiration (Short)
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.05Exp: 2017-12-31→ Common Stock (15,000,000 underlying)
Expiration (Short)
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.05Exp: 2017-12-31→ Common Stock (7,000,000 underlying)
Expiration (Short)
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.05Exp: 2017-12-31→ Common Stock (15,000,000 underlying)
Purchase
5% Secured Convertible Note due December 2017
2016-09-19
Exp: 2017-12-31→ Common Stock
Purchase
5% Secured Convertible Note due December 2017
2016-09-19
Exp: 2017-12-31→ Common Stock
Expiration (Short)
Common Stock Warrant
2016-09-19−22,000,000→ 20,000,000 total
Exercise: $0.05From: 2015-12-23→ Common Stock (22,000,000 underlying)
Purchase
Common Stock Warrant
2016-09-19+5,000,000→ 42,000,000 total
Exercise: $0.05From: 2016-09-19→ Common Stock (5,000,000 underlying)
Conversion
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.03→ Common Stock (12,000,000 underlying)
Conversion
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.03→ Common Stock (30,000,000 underlying)
Expiration (Short)
Common Stock Warrant
2016-09-19−5,000,000→ 0 total
From: 2016-09-19Exp: 2016-09-19→ Common Stock (5,000,000 underlying)
Purchase
5% Secured Convertible Note due December 2017
2016-09-19
Exp: 2017-12-31→ Common Stock
Expiration (Short)
Common Stock Warrant
2016-09-19−22,000,000→ 20,000,000 total
From: 2016-09-19Exp: 2016-09-19→ Common Stock (22,000,000 underlying)
Expiration (Short)
Common Stock Warrant
2016-09-19−15,000,000→ 5,000,000 total
Exercise: $0.05From: 2015-12-28→ Common Stock (15,000,000 underlying)
Purchase
Common Stock Warrant
2016-09-19+22,000,000→ 22,000,000 total
Exercise: $0.05From: 2016-09-19→ Common Stock (22,000,000 underlying)
Purchase
Common Stock Warrant
2016-09-19+15,000,000→ 37,000,000 total
Exercise: $0.05From: 2016-09-19→ Common Stock (15,000,000 underlying)
Conversion
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.03→ Common Stock (30,000,000 underlying)
Conversion
5% Secured Convertible Note due December 2017
2016-09-19
Exercise: $0.03→ Common Stock (10,000,000 underlying)

Footnotes (9)

[F1]On September 19, 2016, MYnd Analytics, Inc. (the "Issuer") effected a Mandatory Conversion (as defined below) with respect to all outstanding Notes (as defined below) held by the Reporting Person. The Mandatory Conversion had the effect of converting each $0.025 of principal and accrued interest held by the Reporting Person, a total of $2,222,268.84 in outstanding Notes, into one share of Common Stock. On September 21, 2016, the Issuer completed a 200-to-1 reverse stock split. The amount stated represents the post-split adjusted amount. Fractional shares resulting from the reverse stock split were rounded to the nearest whole share (with 0.5 being rounded up).
[F2]The 5% secured convertible notes in the amount of $750,000, the amendment of which is reported in this Form 4, were initially issued by the Issuer on September 26, 2014.
[F3]The 5% secured convertible notes in the amount of $350,000, the amendment of which is reported in this Form 4, were initially issued by the Issuer on September 24, 2015.
[F4]The 5% secured convertible notes in the amounts of $750,000 and $250,000, the amendments of which are reported in this Form 4, were initially issued by the Issuer on December 28, 2015 and August 9, 2016, respectively. As previously reported, on December 28, 2015, the Issuer issued the 5% secured convertible promissory notes in the amount of $750,000 pursuant to the Second Amended and Restated Note Purchase Agreement, dated December 23, 2015, between the Issuer, the Reporting Person and certain other investors named therein as later amended (the "A&R Note & Warrant Agreement"). Additionally, on August 9, 2016, the Issuer issued the 5% secured convertible promissory notes in the amount of $250,000 under the A&R Note Warrant Agreement.
[F5]See Exhibit 99.1.
[F6]Pursuant to the A&R Note & Warrant Agreement, as amended by the Second Amendment, on September 19, 2016, the Issuer effected a Mandatory Conversion with respect to all outstanding Notes held by the Reporting Person. The Mandatory Conversion had the effect of (i) converting each $0.025 of Notes into a share of common stock, with any resulting fraction of a share being rounded to the nearest whole share (with 0.5 being rounded up) and (ii) causing all warrants to be automatically cancelled, to be of no further legal force or effect and to be no longer exercisable for any shares of Common Stock.
[F7]Pursuant to the A&R Note & Warrant Agreement, all Notes earn interest at a rate of 5% per annum with interest payable at maturity, which is set at December 31, 2017 (subject to earlier conversion or prepayment). The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Notes.
[F8]The number of derivative securities disposed does not include interest accrued at 5% per annum on the Notes. At the time that the Mandatory Conversion took effect, a total of $122,268.84 in interest had accrued on the Notes.
[F9]See Exhibit 99.2.

Documents

3 files

Issuer

MYnd Analytics, Inc.

CIK 0000822370

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0000822370

Filing Metadata

Form type: 4
Filed: Sep 22, 8:00 PM ET
Accepted: Sep 23, 4:52 PM ET
Size: 60.4 KB

View on SEC.gov