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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/14/18 Emmaus Life Sciences, Inc. 10-Q 3/31/18 65:4.9M S2 Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 436K
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 48K
3: EX-10.3 Material Contract HTML 55K
4: EX-10.4 Material Contract HTML 28K
5: EX-10.5 Material Contract HTML 22K
6: EX-10.6 Material Contract HTML 21K
7: EX-10.7 Material Contract HTML 22K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 23K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
17: R1 Document and Entity Information HTML 45K
18: R2 Unaudited Condensed Consolidated Balance Sheets HTML 112K
19: R3 Unaudited Condensed Consolidated Balance Sheets HTML 43K
(Parenthetical)
20: R4 Unaudited Condensed Consolidated Statements of HTML 62K
Operations
21: R5 Unaudited Condensed Consolidated Statements of HTML 95K
Cash Flows
22: R6 Organization, Nature of Operations and Going HTML 34K
Concern Uncertainty
23: R7 Summary of Significant Accounting Policies HTML 83K
24: R8 Accounts Receivable HTML 25K
25: R9 Long - Term Borrowings and Other Note Payables HTML 25K
26: R10 Acquisition HTML 55K
27: R11 Stockholders' Equity HTML 150K
28: R12 Convertible Preferred Stock HTML 36K
29: R13 Income Taxes HTML 27K
30: R14 Related Party Transactions HTML 24K
31: R15 Loss Per Share HTML 39K
32: R16 Commitments and Contingent Liabilities HTML 33K
33: R17 Subsequent Events HTML 30K
34: R18 Summary of Significant Accounting Policies HTML 144K
(Policies)
35: R19 Summary of Significant Accounting Policies HTML 30K
(Tables)
36: R20 Accounts Receivable (Tables) HTML 25K
37: R21 Acquisition (Tables) HTML 49K
38: R22 Stockholders' Equity (Tables) HTML 101K
39: R23 Loss Per Share (Tables) HTML 37K
40: R24 Organization, Nature of Operations and Going HTML 38K
Concern Uncertainty (Details Narrative)
41: R25 Summary of Significant Accounting Policies HTML 24K
(Details)
42: R26 Summary of Significant Accounting Policies HTML 32K
(Details 1)
43: R27 Summary of Significant Accounting Policies HTML 70K
(Details Narrative)
44: R28 Accounts Receivable (Details) HTML 26K
45: R29 Long - Term Borrowings and Other Note Payables HTML 45K
(Details Narrative)
46: R30 Acquisition (Details) HTML 65K
47: R31 Acquisition (Details 1) HTML 27K
48: R32 Acquisition (Details Narrative) HTML 52K
49: R33 Stockholders' Equity (Details) HTML 30K
50: R34 Stockholders' Equity (Details 1) HTML 25K
51: R35 Stockholders' Equity (Details 2) HTML 52K
52: R36 Stockholders' Equity (Details 3) HTML 38K
53: R37 Stockholders' Equity (Details 4) HTML 31K
54: R38 Stockholders' Equity (Details 5) HTML 54K
55: R39 Stockholders' Equity (Details Narrative) HTML 401K
56: R40 Stockholders' Equity (Details Narrative 1) HTML 69K
57: R41 Convertible Preferred Stock (Details Narrative) HTML 56K
58: R42 Income Taxes (Details Narrative) HTML 36K
59: R43 Related Party Transactions (Details Narrative) HTML 33K
60: R44 Loss Per Share (Details) HTML 40K
61: R45 Commitments and Contingent Liabilities (Details HTML 71K
Narrative)
62: R46 Subsequent Events (Details Narrative) HTML 58K
64: XML IDEA XML File -- Filing Summary XML 105K
63: EXCEL IDEA Workbook of Financial Reports XLSX 86K
11: EX-101.INS XBRL Instance -- mynd-20180331 XML 1.36M
13: EX-101.CAL XBRL Calculations -- mynd-20180331_cal XML 153K
14: EX-101.DEF XBRL Definitions -- mynd-20180331_def XML 643K
15: EX-101.LAB XBRL Labels -- mynd-20180331_lab XML 960K
16: EX-101.PRE XBRL Presentations -- mynd-20180331_pre XML 808K
12: EX-101.SCH XBRL Schema -- mynd-20180331 XSD 140K
65: ZIP XBRL Zipped Folder -- 0001615774-18-003746-xbrl Zip 147K
Exhibit 10.4
AMENDMENT NO. 1 TO
SUBSCRIPTION AGREEMENT FOR SHARES OF SERIES A PREFERRED STOCK AND COMMON STOCK PURCHASE WARRANTS
This AMENDMENT NO. 1 to the original Subscription Agreement for Shares of Series A Preferred Stock and Common Stock Purchase Warrants dated March 29, 2018 (the “Agreement”) is made as of March 29, 2018 by, and between MYnd Analytics, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor,” and collectively, the “Investors”).
WITNESSETH
In consideration for the mutual promises and covenants herein, the parties agree as follows:
WHEREAS, the Company entered into the Agreement whereby the Company sold, in a private placement, an aggregate of 1,050,000 shares of newly-designated Series A Preferred Stock (“Series A Preferred Stock”), par value $0.001 per share (the “Shares”) and Warrants (the “Warrants”) to purchase an aggregate of 525,000 shares of Common Stock (“Common Stock”), par value $0.001 per share to accredited investors pursuant to a Confidential Offering Memorandum dated March 28, 2018 (the “Offering”); and
WHEREAS, the undersigned desires to provide for an amendment (the “Amendment”) as follows:
Section 1 – EXCHANGE OF SHARES
1.1 Amendment. Each Investor hereby agrees that at the time of the Agreement, they should have been issued the number of Shares of Series A Preferred Stock and the number Shares of Series A-1 Preferred Stock (“Series A-1 Preferred Stock”), par value $0.001 per share listed on Schedule A to this Amendment. The Series A-1 Preferred Stock will be issued pursuant to the Certificate of Designation, Preferences and Rights of Series A-1 Preferred Stock (“Certificate of Designation”), attached hereto as Schedule B. In addition, the Investors agree that the Company will issue upon exchange of the Warrants that were originally issued pursuant to the Agreement, the Warrants in the form attached hereto as Schedule C. The replacement of the Series A Preferred Stock and the Warrants shall occur simultaneously with the execution of this Amendment.
1.2 Agreement. All terms of the Agreement and all representations and warranties shall remain in full force and effect and shall be true and correct with respect to the Series A-1 Preferred Stock and Warrants as if they were the Series A Preferred Stock and original Warrants and as if made as of the date of this Amendment.
C:
Section 2 - Miscellaneous
4.1 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware or of any other state. The Company and each Investor consent to personal jurisdiction in New York County, New York.
4.2 Binding Effect. This Amendment shall be binding upon and inure to the benefit of the Company and each Investor and their respective successors and assigns.
4.3 Entire Agreement. This Amendment, the Agreement, the Warrant and the Certificate of Designation constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.
4.4 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.
4.5 California Commissioner of Corporations. THE SALE OF THE SHARES AND WARRANTS WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SHARES AND WARRANTS OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION FOR SUCH SHARES AND WARRANTS PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM QUALIFICATIONS BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
[Remainder of Page Intentionally Left Blank]
C:
C: 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first written above.
| MYND ANALYTICS, INC. | ||
| By: | /s/ Donald E. D’Ambrosio | |
| Name: Donald E. D’Ambrosio | ||
| Title: Chief Financial Officer | ||
Address/Fax Number/E-mail Address for Notice:
26522 La Alameda
Fax: (866) 867 4446
| INVESTOR: | ||
| By: | /s/ John Pappajohn | |
| Name: John Pappajohn | ||
| By: | /s/ Mary Pappajohn | |
| Name: Mary Pappajohn |
[SIGNATURE PAGE TO AMENDMENT OF SUBSCRIPTION AGREEMENT]
C:
SCHEDULE A
| Name, Address, Fax Number, E-Mail Address and Tax ID Number of Investor |
Aggregate Purchase Price
|
|
Name:_______________John Pappajohn__________________
Address:_____________________________________________
____________________________________________________
|
250,000 Shares of Series A Preferred Stock
250,000 Shares of Series A-1 Preferred Stock
|
|
Name: _______________Mary Pappajohn__________________
Address:_____________________________________________
_____________________________________________
|
250,000 Shares of Series A Preferred Stock
250,000 Shares of Series A-1 Preferred Stock
|
C:
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/14/18 | |||
| For Period end: | 3/31/18 | |||
| 3/29/18 | 4, 8-K | |||
| 3/28/18 | ||||
| List all Filings | ||||