Quarterly report pursuant to Section 13 or 15(d)

Document and Entity Information

v3.7.0.1
Document and Entity Information - shares
3 Months Ended
Dec. 31, 2016
Feb. 14, 2017
Document And Entity Information    
Entity Registrant Name MYnd Analytics, Inc.  
Entity Central Index Key 0000822370  
Document Type 10-Q/A  
Trading Symbol MYAN  
Document Period End Date Dec. 31, 2016  
Amendment Flag true  
Current Fiscal Year End Date --09-30  
Entity a Well-known Seasoned Issuer No  
Entity a Voluntary Filer No  
Entity's Reporting Status Current Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   2,300,561
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2017  
Amendment Description

EXPLANATORY NOTE

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Amended Form 10-Q”) of MYnd Analytics, Inc. (the “Company”, "we" or "us") amends the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, filed with the Securities and Exchange Commission on February 14, 2017 (the “Original Form 10-Q”) to correct an accounting error in connection with certain shares of our common stock ("Common Stock") issued pursuant to a Common Stock Purchase Agreement (the "Purchase Agreement") that we entered into with Aspire Capital Fund LLC ("Aspire Capital") on December 6, 2016.

 

Restatement of Financial Statements relating to Classification of Commitment Shares

 

Upon the terms and subject to the conditions and limitations set forth in the Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $10 million of our shares of Common Stock over a period of approximately 30 months, at our sole discretion. In connection with the Purchase Agreement, we issued 80,000 shares of Common Stock to Aspire Capital as commitment shares (the "Commitment Shares"). We reported the issuance of the Commitment Shares in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2016 as a non-cash prepaid other asset on each of our condensed consolidated balance sheets, consolidated statement of cash flows and consolidated statements of stockholders’ equity, at their fair market value of $708,000, of which, $23,600 was amortized as an expense on the condensed consolidated statement of operations. However, the correct accounting treatment under ASC 340-10-S99-1/SAB Topic 5.A is to reflect the entire value of the issued Commitment Shares as offering costs netted against additional paid in capital as part of stockholders equity. As a result, we have restated our condensed consolidated statement of operations, consolidated balance sheets, consolidated statement of cash flows and consolidated statements of stockholders’ equity for the quarter ended December 31, 2016 to reclassify the value of the Commitment Shares and reverse the recorded amortization expense. The amended quarterly report on Form 10-Q/A for the quarter ended December 31, 2016 reflects the proper accounting treatment of the issuance of the Commitment Shares and the effect thereof on our accompanying condensed consolidated financial statements, notes to the condensed consolidated financial statements and management’s discussion and analysis. The incorrectly classified balance sheet item was non-cash in nature and our original report did not overstate available cash and cash equivalents nor did it understate our losses for the period.

 

As a result, the following items in the Original Form 10-Q filing have been amended:

 

  • Part I, Item 1. Financial Statements, Unaudited Condensed Consolidated Balance Sheet as of December 31, 2016;
  • Part I, Item 1. Financial Statements, Unaudited Condensed Consolidated Statements of Operations (unaudited);
  • Part I, Item 1. Financial Statements, Unaudited Condensed Consolidated Statements of Stockholders’ Equity (unaudited);
  • Part I, Item 1. Financial Statements, Unaudited Condensed Consolidated Statements of Cash Flows (unaudited);
  • Part I, Item 1. Financial Statements, Notes 1, 2 and 5 to the Unaudited Condensed Consolidated Financial Statements; and
  • Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Except as specifically noted above, this Form 10-Q/A does not modify or update the Original 10-Q or modify or update any related or other disclosures as originally filed, other than as required to reflect the effects of the amendment discussed above. Management has discussed these matters set forth above with the Company’s independent registered public accounting firm. On March 24, 2017, the Company’s Chief Financial Officer concluded that the financial statements and other financial data at and for the three months ended December 31, 2016, as reported in the Original Form 10-Q, should not be relied upon because of the error described above which has been corrected in the Amended Form 10-Q. The incorrectly classified balance sheet item was non-cash in nature and our original report did not overstate available cash and cash equivalents nor did it understate our losses for the period.