UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
July 9, 2019
MYND
ANALYTICS, INC.
(Exact
name of Company as specified in its charter)
Delaware
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001-35527
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87-0419387
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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26522
La Alameda
Mission
Viejo, CA 92691
(Address
of principal executive offices)
(949)
420-4400
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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MYND
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The Nasdaq Stock Market LLC
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Warrants to Purchase Common Stock
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MYNDW
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The Nasdaq Stock Market LLC
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Item
8.01 Other Events
On
July 9, 2019, MYnd Analytics, Inc. (the “Company”) issued a press release announcing, among other items in
connection with the merger between the Company and Emmaus Life Sciences, Inc., a record date of July 15, 2019 for the
spin-off of Company assets in order to comply with certain NASDAQ and DTC requirements. Company shareholders at the close
of trading on the 16th of July are expected to receive the Telemynd, Inc. dividend. Shares of the Company will trade
ex-dividend on July 17, which means that persons who purchase Company shares on July 17 will not receive shares of Telemynd,
Inc.
The
information furnished pursuant to Exhibit 99.1 hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
IMPORTANT
INFORMATION ABOUT THE TRANSACTIONS WILL BE FILED WITH THE SEC
This
communication is being made in respect of the proposed business combination involving MYnd and Emmaus Life Sciences, Inc.
(“Emmaus”). In connection with the proposed transaction, MYnd and Emmaus have filed documents with the SEC,
including the filing by MYnd of a Registration Statement on
Form S-4
containing a Joint Proxy Statement/Prospectus, filed on June 14, 2019, and each of MYnd and Emmaus plan to file with
the SEC other documents regarding the proposed transactions. INVESTORS AND SECURITY HOLDERS OF MYND AND EMMAUS ARE URGED TO
CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC BY MYND AND EMMAUS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors and security holders may view these documents and
other documents filed with the SEC at the SEC’s web site at www.sec.gov and by contacting MYnd Investor Relations at
mynd@crescendo-ir.com. Investors and security holders may view the documents filed with the SEC on MYnd’s website
at www.myndanalytics.com or through the SEC’s website at www.sec.gov. Investors and security holders are urged to read
the Joint Proxy Statement/ Prospectus and other documents filed with the SEC before making any voting or investment decision
in connection with the proposed transactions.
PARTICIPANTS
IN THE SOLICITATION
MYnd,
Emmaus and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect
to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction
has been included in the Joint Proxy Statement/Prospectus described above. Additional information regarding the directors and
executive officers of MYnd is also included in MYnd’s proxy statement for its 2018 Annual Meeting of Shareholders, which
was filed with the SEC on March 1, 2018, as updated in MYnd’s Annual Report on
Form 10-K
for the fiscal year ended September
30, 2018, and additional information regarding the directors and executive officers of Emmaus is also included in Emmaus’
proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the SEC on August 23, 2018. Additional information
regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained
by reading the Joint Proxy Statement/Prospectus regarding the proposed transaction.
NO
OFFERS OR SOLICITATIONS
This
communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation
Reform Act of 1995, giving MYnd’s and Emmaus’ expectations or predictions of future financial or business performance
or conditions, including, without limitation, statements related to (i) market opportunities for certain of the Company’s
products, (ii) general market trends in mental health and payor coverage, (iii) the ability of MYnd’s products to successfully
produce objective data, improve efficiency in the treatment of depression and other mental health and psychiatric illnesses, recognize
patterns, predict outcomes and personalize medicine, improve patient outcomes or reduce healthcare costs, (iv) statements relating
to the Agreement and Plan of Merger dated as of January 4, 2019, by and among the Company, the Company’s wholly owned subsidiary,
Athena Merger Subsidiary, Inc., and Emmaus (the “Merger Agreement”), (v) the transactions contemplated by the Merger
Agreement including but not limited to the Merger (as defined in the Merger Agreement) and (vi) MYnd’s or the combined company’s
future financial condition, performance and operating results, strategy and plans. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date
they are made and MYnd and Emmaus assume no duty to update forward-looking statements.
In
addition to factors previously disclosed in MYnd’s and Emmaus’ reports filed with the U.S. Securities and Exchange
Commission (the “SEC”) and those identified elsewhere in this communication, the following factors, among others,
could cause actual results to differ materially from forward-looking statements and historical performance: the ability of MYnd
to meet the closing conditions to the Merger, including requisite approval by MYnd’s and Emmaus’ stockholders on a
timely basis or at all; delay in closing the Merger; the ability to effect the proposed spin-off; adverse tax consequences to
shareholders of the proposed spin-off; disruption following the Merger; the ability of MYnd’s products to successfully produce
objective data; the ability of MYnd’s products to improve efficiency in the treatment of depression and other mental health
and psychiatric illnesses; the ability of MYnd’s products to recognize patterns, predict outcomes and personalize medicine;
the ability of MYnd’s products to improve patient outcomes and to reduce healthcare costs; and the availability and access,
in general, of funds to fund operations and necessary capital expenditures.
Other
risks and uncertainties are more fully described in MYnd’s Annual Report on
Form 10-K
for the fiscal year ended September
30, 2018, and Emmaus’ Annual Report on
Form 10-K
for the year ended December 31, 2017, each filed with the SEC, and in other
filings that MYnd or Emmaus makes and will make with the SEC in connection with the proposed transactions, including the Joint
Proxy Statement/Prospectus described herein under “Important Additional Information About the Transaction Will be Filed
with the SEC.” Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The statements made in this Current Report on Form 8-K and the exhibits attached hereto
speak only as of the date stated herein, and subsequent events and developments may cause MYnd’s or Emmaus’ expectations
and beliefs to change. While MYnd or Emmaus may elect to update these forward-looking statements publicly at some point in the
future, each of MYnd and Emmaus specifically disclaims any obligation to do so, whether as a result of new information, future
events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing MYnd’s
or Emmaus’ views as of any date after the date stated herein.. The Company’s actual results, performance or achievements
could differ materially from those contemplated, expressed or implied by the forward-looking statements.
SIGNATURES
Pursuant
to the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MYnd
Analytics, Inc.
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By:
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/s/
Donald D’Ambrosio
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July
9, 2019
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Donald
D’Ambrosio
Chief
Financial Officer
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3
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