|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/22/16 Emmaus Life Sciences, Inc. 10-K 9/30/16 71:6.7M S2 Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 882K
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 105K
3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 35K
4: EX-4.5 Instrument Defining the Rights of Security Holders HTML 51K
5: EX-4.6 Instrument Defining the Rights of Security Holders HTML 50K
6: EX-10.23 Material Contract HTML 35K
7: EX-10.24 Material Contract HTML 59K
8: EX-21.1 Subsidiaries List HTML 17K
9: EX-23.1 Consent of Experts or Counsel HTML 19K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 25K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 25K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 21K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 21K
20: R1 Document and Entity Information HTML 49K
21: R2 Consolidated Balance Sheets HTML 110K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
23: R4 Consolidated Statements of Operations HTML 70K
24: R5 Consolidated Statements of Changes in HTML 63K
Stockholders' Deficit
25: R6 Consolidated Statements of Cash Flows HTML 100K
26: R7 Nature of Operations HTML 41K
27: R8 Summary of Significant Accounting Policies HTML 66K
28: R9 Convertible Debt and Equity Financings HTML 136K
29: R10 Derivative Liabilities HTML 59K
30: R11 Stockholders' Deficit HTML 127K
31: R12 Income Taxes HTML 45K
32: R13 Related Party Transactions HTML 40K
33: R14 Loss Per Share HTML 36K
34: R15 Commitments and Contingent Liabilities HTML 55K
35: R16 Significant Customers HTML 25K
36: R17 Subsequent Events HTML 41K
37: R18 Summary of Significant Accounting Policies HTML 125K
(Policies)
38: R19 Summary of Significant Accounting Policies HTML 28K
(Tables)
39: R20 Convertible Debt and Equity Financings (Tables) HTML 114K
40: R21 Derivative Liabilities (Tables) HTML 50K
41: R22 Stockholders' Deficit (Tables) HTML 103K
42: R23 Income Taxes (Tables) HTML 43K
43: R24 Loss Per Share (Tables) HTML 33K
44: R25 Commitments and Contingent Liabilities (Tables) HTML 34K
45: R26 Nature of Operations (Details Narrative) HTML 62K
46: R27 Summary of Significant Accounting Policies HTML 30K
(Details)
47: R28 Summary of Significant Accounting Policies HTML 75K
(Details Narrative)
48: R29 Convertible Debt and Equity Financings (Details) HTML 110K
49: R30 Convertible Debt and Equity Financings (Details HTML 105K
Narrative)
50: R31 Derivative Liabilities (Details) HTML 30K
51: R32 Derivative Liabilities (Details 1) HTML 57K
52: R33 Derivative Liabilities (Details Narrative) HTML 86K
53: R34 Stockholders' Deficit (Details) HTML 28K
54: R35 Stockholders' Deficit (Details 1) HTML 42K
55: R36 Stockholders' Deficit (Details 2) HTML 100K
56: R37 Stockholders' Deficit (Details 3) HTML 45K
57: R38 Stockholders' Deficit (Details 4) HTML 50K
58: R39 Stockholders' Deficit (Details Narrative) HTML 203K
59: R40 Stockholders' Deficit (Details Narrative 1) HTML 55K
60: R41 Income Taxes (Details) HTML 37K
61: R42 Income Taxes (Details 1) HTML 42K
62: R43 Income Taxes (Details Narrative) HTML 25K
63: R44 Related Party Transactions (Details Narrative) HTML 88K
64: R45 Loss Per Share (Details) HTML 39K
65: R46 Commitments and Contingent Liabilities (Details) HTML 56K
66: R47 Commitments and Contingent Liabilities (Details HTML 107K
Narrative)
67: R48 Significant Customers (Details Narrative) HTML 30K
68: R49 Subsequent Events (Details Narrative) HTML 109K
70: XML IDEA XML File -- Filing Summary XML 111K
69: EXCEL IDEA Workbook of Financial Reports XLSX 89K
14: EX-101.INS XBRL Instance -- myan-20160930 XML 2.01M
16: EX-101.CAL XBRL Calculations -- myan-20160930_cal XML 143K
17: EX-101.DEF XBRL Definitions -- myan-20160930_def XML 731K
18: EX-101.LAB XBRL Labels -- myan-20160930_lab XML 1.10M
19: EX-101.PRE XBRL Presentations -- myan-20160930_pre XML 922K
15: EX-101.SCH XBRL Schema -- myan-20160930 XSD 169K
71: ZIP XBRL Zipped Folder -- 0001615774-16-009049-xbrl Zip 163K
Exhibit 10.23
AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED
NOTE AND WARRANT PURCHASE AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") to that SECOND AMENDED AND RESTATED NOTE AND WARRANT PURCHASE Agreement (the "Second Amended Agreement") is made as of August 15, 2016, by and among MYnd Analytics, Inc., f/k/a CNS Response, Inc., a Delaware corporation (the "Company"), and the certain investors hereto (each, an "Investor" and together, the "Investors").
RECITALS
whereas, the Company entered into that certain Note Purchase Agreement, dated as of September 22, 2014, with those certain investors named therein (the "Original Agreement");
WHEREAS, the Company entered into that certain Amendment No. 1 to the Note Purchase Agreement, dated as of April 14, 2015,with those certain investors named therein ("Amendment No. 1"), to increase the aggregate amount of notes issuable thereunder, and extend the period of time by which the Company was permitted to complete such fundraising; and
WHEREAS, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of June 2, 2015,with those certain investors named therein (the "Amended and Restated Note Purchase Agreement"), solely to update the Original Agreement, as amended by Amendment No. 1, for the revisions provided by Amendment No. 1; and
WHEREAS, the Company entered into that certain Omnibus Amendment to the Amended and Restated Note Purchase Agreement and the notes, dated as of September 14, 2015, with those certain investors named therein (the "Omnibus Amendment"), to amend the Amended and Restated Note Purchase Agreement and the notes to set the conversion price of all notes purchased and sold pursuant to the Amended and Restated Note Purchase Agreement, both those that have been purchased and sold before the date of the Omnibus Amendment and those that were purchased and sold at any time thereafter, in the event of a qualified financing conversion or a voluntary conversion, at $0.05 per share (as adjusted for stock splits, stock dividends, combinations or the like affecting the common stock of the Company); and
WHEREAS, the Company entered into that certain Second Amended Agreement, dated as of December 23, 2015, to amend and restate the Amended and Restated Note Purchase Agreement, as amended by the Omnibus Amendment.
WHEREAS, this Amendment extends the period of time by which the Company may conduct "Additional Closings", as defined in the Second Amended Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors executing this Amendment agree as follows:
Section 1. Amendment to Section 1.3, "Additional Closings". Section 1.3 of the Second Amended Agreement is hereby amended by deleting the third sentence therein in its entirety, and replacing it with the following:
"Such Additional Closings may occur at anytime prior to September 1, 2016, and provided that the Company shall have the sole discretion to terminate the sales of Notes and Warrants at any time without notice to any existing Inventor or potential Investor."
Section 1.2. No Further Amendment. Except as expressly amended by this Amendment, the Second Amended Agreement are in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Second Amended Agreement or any of the documents referred to therein.
C:
| C: 1 |
Section 1.3. Effect of Amendment. This Amendment shall amend and form a part of the Second Amended Agreement for all purposes and is expressly incorporated into the Second Amended Agreement, and the Company and each party hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any references to the Second Amended Agreement shall be deemed a reference to the Second Amended Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto. To the extent that any term or provision of this Amendment may be deemed expressly inconsistent with any term or provision in the Second Amended Agreement, the terms and provisions of this Amendment shall control.
Section 1.4. Entire Agreement. Subject to Section 1.3 of this Amendment, the Second Amended Agreement, as amended by this Amendment, constitute the complete understanding of the Company and the Investors, regarding the subject matter hereof and supersede any and all other agreements, either oral or in writing, between the Company and the Investors with respect to the subject matter hereof and thereof, and no other statement or promise relating to the subject matter hereof or thereof which is not contained herein or therein, shall be valid or binding.
Section 1.5. Other Provisions. The following sections of the Second Amended Agreement are hereby incorporated by reference into, and made applicable to, this Amendment as if set forth herein, mutatis mutandis: Section 4.3 (Amendments and Waivers); Section 4.4 (Notices); Section 4.6 (Governing Law); Section 4.7 (Severability) and Section 4.8 (Binding Effect; Assignment).
[Signature Page Follows]
C:
| 2 |
The Company and the Investors below named have caused this Amendment to be executed by their respective officers thereunto duly authorized, in each case as of the date first written above.
| MYND ANALYTICS, INC. | |||
| By: | /s/ Paul Buck | ||
| Name: | Paul Buck | ||
| Title: | Chief Financial Officer | ||
| MAJORITY HOLDERS: | |||
| By: | /s/ Jan Vyhnalek | ||
| Name: | Jan Vyhnalek | ||
| Title: | Statutory Director | ||
| RSJ Private Equity investiční fond s proměnným základním kapitálem, a.s., a Czech joint stock corporation registered in the Commercial Register maintained by the Municipal Court of Prague under section B, file number 16313, identification number 24704415, with its registered office at Na Florenci 2116/15, Nové Město, 110 00 Praha 1, Czech Republic and acting in respect of its sub-fund (podfond) RSJ Gradus podfond, RSJ Private Equity investiční fond s proměnným základním kapitálem, a.s. and its assigns | |||
| By: | /s/ John Pappajohn | ||
| Name: | John Pappajohn | ||
| Title: | Investor | ||
| By: | /s/ Thomas T. Tierney | ||
| Name: | Thomas T. Tierney | ||
| Title: | Trustee | ||
| Thomas T. and Elizabeth C. Tierney Family Trust | |||
| By: | /s/ Robert J. Follman | ||
| Name: | Robert J. Follman | ||
| Title: | Trustee | ||
| Declaration of Trust of Robert J. Follman and Carole A. Follman, dated August 14, 1979 | |||
C:
| 3 |
| By: | /s/ Robin L. Smith | ||
| Name: | Robin L. Smith M.D. | ||
| Title: | Investor | ||
| By: | /s/ George Carpenter /s/ Jill Carpenter | ||
| Name: | George & Jill Carpenter | ||
| Title: | Investor | ||
C:
| 4 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/22/16 | 8-K | ||
| For Period end: | 9/30/16 | |||
| 9/1/16 | ||||
| 8/15/16 | 10-Q, 8-K | |||
| 12/23/15 | 3, 4, 8-K | |||
| 9/14/15 | 4, 8-K | |||
| 6/2/15 | 8-K | |||
| 4/14/15 | ||||
| 9/22/14 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 Emmaus Life Sciences, Inc. 10-K 12/31/21 98:18M ActiveDisclosure/FA 8/10/21 Emmaus Life Sciences, Inc. 10-K/A 12/31/20 92:18M ActiveDisclosure/FA 5/04/21 Emmaus Life Sciences, Inc. 10-K 12/31/20 97:18M ActiveDisclosure/FA 1/25/21 Emmaus Life Sciences, Inc. 10-K 12/31/19 121:29M ActiveDisclosure/FA |