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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 5% Secured Convertible Note due December 2017 (2) | $ 0.05 | 12/28/2015 | P | $ 750,000 (3) | (4) | 12/31/2017(2) | Common Stock | 15,000,000 (3) | (6) | $ 1,850,000 (7) | D | ||||
| Common Stock Warrant | $ 0.05 | 12/28/2015 | P | 15,000,000 | 12/28/2015 | 12/31/2020(5) | Common Stock | 15,000,000 | (6) | 37,000,000 | D | ||||
| 5% Secured Convertible Note due December 2017 (2) | $ 0.05 | 08/09/2016 | P | $ 250,000 (3) | (4) | 12/31/2017(2) | Common Stock | 5,000,000 (3) | (8) | $ 2,100,000 (7) (9) | D | ||||
| Common Stock Warrant | $ 0.05 | 08/09/2016 | P | 5,000,000 | 08/09/2016 | 12/31/2020(5) | Common Stock | 5,000,000 | (8) | 42,000,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RSJ Private Equity Investment Fund with variable registered capital, a.s. 26522 LA ALAMEDA, SUITE 290 C/O MYND ANALYTICS, INC. MISSION VIEJO, CA 92691 |
X | |||
| /s/ Jan Vyhnalek, as statutory director/CEO of RSJ Private Equity investicni fond s promennym zakladnim kapitalem, A.S. | 09/15/2016 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of common stock, par value $0.001 per share (the "Common Stock") of MYnd Analytics, Inc. (the "Issuer") were granted by the Issuer to Michal Votruba, a director of the Issuer and an employee of Reporting Person, on April 5, 2016. Upon grant, the shares were immediately assigned to the Reporting Person for no consideration, pursuant to a binding verbal agreement between Mr. Votruba and the Reporting Person. |
| (2) | The 5% secured convertible promissory notes (the "Notes") were issued pursuant to the Second Amended and Restated Note & Warrant Purchase Agreement, dated December 23, 2015, between the Issuer, the Reporting Person and certain other investors named therein, as later amended by Amendment No. 1 thereto, dated August 15, 2016 (the "A&R Note & Warrant Agreement"). The A&R Note & Warrant Agreement also amended previous note purchase agreements among the Issuer, the Reporting Person and certain other investors named therein. The Notes mature on December 31, 2017 (subject to earlier conversion or prepayment) and earn interest at a rate of 5% per annum with interest payable at maturity. |
| (3) | The Notes are convertible into shares of Common Stock of the Issuer at a conversion rate of $0.05 per share of Common Stock. |
| (4) | The Notes are convertible into shares of Common Stock (i) automatically upon the closing of a qualified equity offering with total proceeds of at least $5 million, at a conversion price of $0.05 per share, or (ii) voluntarily, within 15 days prior to maturity, at a conversion price of $0.05 per share. |
| (5) | The expiration date of the warrants to purchase shares of Common Stock is the earlier of (i) December 31, 2020 and (ii) the date that is 45 days following the date on which the daily closing price of the Issuer's shares of Common Stock listed on the OTCQB Venture Marketplace (or other bulletin board or exchange on which the Issuer's Common Stock is traded or listed) exceeds $0.25 for at least ten consecutive trading days. |
| (6) | The Notes and warrant to purchase shares of Common Stock were issued in exchange for $750,000 in cash pursuant to the A&R Note & Warrant Agreement. |
| (7) | The number of derivative securities beneficially owned does not include interest accrued at 5% per annum on the Notes. |
| (8) | The Notes and warrant to purchase shares of Common Stock were issued in exchange for $250,000 in cash pursuant to the A&R Note & Warrant Agreement. |
| (9) | As of September 15, 2016, consists of Notes in aggregate principal amounts of $750,000 issued on September 26, 2014, $350,000 issued on September 24, 2015, $750,000 issued on December 28, 2015 and $250,000 issued on August 9, 2016. |