The following discussion and analysis should be read in conjunction with, and is qualified in its entirety by, MyDx's audited annual financial statements and the related notes thereto as filed with the Securities and Exchange Commission ("SEC") on April 25, 2019. This discussion contains certain forward-looking statements that involve risks and uncertainties, as described under the heading "Forward-Looking Statements" in this quarterly report. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these risks and uncertainties, please see the disclosure under the heading "Risk Factors" elsewhere in this quarterly report.

We believe that our assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company's products and services and competition.





Overview


MyDx is a science and technology company that develops and deploys products and services in the following focus areas:





  1) Consumer Products - smart devices and consumables




    2)  Data Analytics - pre-clinical chemical analysis and patient feedback
        ecosystem




    3)  Biopharmaceuticals - identifying 'green Active Pharmaceutical
        IngredientsTM, (gAPITM) and corresponding formulations




    4)  Software as a Service (SaaS) - Software services for prescribers, patient
        groups, cultivators, and regulators



We are committed to addressing areas of critical national need to promote public safety, transparency and regulation in the various markets we serve.

The Company's first product, MyDx®, also known as "My Diagnostic", is a multiuse hand-held chemical analyzer made for consumers and professional users which feeds our data analytics platform and SaaS business. MyDx is intended to allow consumers to Trust & Verify® what they put into their mind and body by using our science and technology to test for pesticides in food, chemicals in water, toxins in the air, and the safety and potency of cannabis samples, which is our initial focus.





Business Plan



The Company is currently focused on 4 key business segments to service the
cannabis industry.



1. Consumer Products




Smart Devices & Consumables



  1) CannaDxTM




          ?   The cannabis industry's first hand-held cannabis sensor and analyzer
              with disposable single use inserts.
          ?   Comes with a mobile app that acts as a 'virtual budtender'.
          ?   Analyzes cannabis sample and provides a Total Canna ProfileTM (TCP),
              a more complete chemical profile to include THC and the most
              prevalent cannabinoids and terpenes found in cannabis plants.




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          ?   Cannabinoids such as THC and CBD have been reported to bind the CB1
              and CB2 receptors found throughout the human body and have been
              reported to provide relief to an array of symptoms, including pain,
              nausea, and inflammation to name a few. Terpenes, which have been
              reported to compound the effects of cannabinoids on the body via an
              "Entourage Effect", are also important in determining the overall
              physiological effects various cannabis chemical profiles.
          ?   Enables users to log their ailments and side effects and tie those
              back to the exact chemical profile.
          ?   Provides strain recommendations based on desired "relief" input
              based on crowdsourced community feedback.




  2) Eco Smart PenTM and Other Delivery Devices




          ?   MyDx plans to develop additional smart hardware that gather user
              data, such as the Eco Smart Pen. MyDx plans to release the Eco Smart
              Pen once the development is complete and the market conditions are
              favorable to do so.
          ?   Integrated with Bluetooth as well as other technologies that will
              allow for mobile-app control, dose restrictions, safety controls,
              and usage statistics.
          ?   We plan to OEM these product to third-party customers.




  3) MyDx Tablet Edition




          ?   MyDx plans to develop he first touchscreen kitchen tablet in the
              market with integrated MyDx sensor reading capability.
          ?   Sensor lineup to include OrganaDx, AquaDx, and AeroDx.
          ?   Company plans to offer CannaDx data portal management ability in
              MyDx Tablet Edition.



MyDx plans to evaluate the 510K FDA device approval process to leverage its consumer products and the ability of insurance companies to support sales of its smart devices and generate HIPPA compliant crowdsourced data.





2. Data Analytics



Pre-Clinical Chemical Analysis and Patient Feedback Ecosystem.

MyDx has four classes of data and algorithms:





  1) User Data




          ?   When users download the CannaDx mobile app, we may ask them put in
              personal details such as gender, location, height, weight, age etc.
              that we maintain while complying with HIPAA.




  2) Chemical Composition Data




          ?   This information is sourced from a number of inputs including the
              CannaDx Handheld's Total Canna Profile (TCP), partner laboratories
              analyses, and branded pre-tested concentrates.




  3) User Feedback




          ?   Provided by users in our CannaDx mobile app as they try various
              products and record their experiences with those products.




  4) Usage Statistics




          ?   We plan to capture type, frequency, dosage, ailments relieved, and
              side effects.



MyDx plans to leverage this data, which combined is referred to as the Total Canna ProfileTM (TCP), combined with our proprietary algorithms, to develop key insights into user behavior based on unique chemical profiles. Our goal is to track how a specific sample is expected to help relieve certain ailments and to validate the results.





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3. Biopharmaceutical




Identifying 'green Active Pharmaceutical IngredientsTM' (gAPITM) and corresponding formulations





  1) Sale and License of Product Formulations




          ?   MyDx plans to work with third party customers to license
              crowdsourced formulated chemical profiles that are expected to
              address a specific "relief" desired using its own proprietary
              formulas derived from our extensive dataset and algorithms.




  2) Sale of green Active Pharmaceutical Ingredients (gAPITM)




          ?   This division will also look to provide an organic source of
              extracted green Active Pharmaceutical Ingredients (gAPITM), such as
              a predefined terpene formulation, for consumer and industrial use.
          ?   Given that certain classes of gAPI's such hemp derived CBD and
              terpenes might offer "relief" without the "high" THC provides, MyDx
              intends to partner with leaders in the industry to offer branded
              products without THC, akin to a "virgin" cocktail, if it finds that
              these formulations offer the benefits desired and the legal
              framework to sell them is viable.



4. SaaS (Software as a Service)

Software services for prescribers, patient groups, cultivators, and regulators





  1) MyDx App




          ?   Available in iOS and Android and controls the MyDx Analyzer.
          ?   Tracks patient tested samples and physiological feedback.
          ?   Prints a Certificate of Analysis, which includes patient feedback.
          ?   Offers patients groups and their doctors with OEM software to track
              what the community is experiencing.
          ?   Centrally hosted in our secure cloud based server.
          ?   Will offer in App purchases for additional software subscription
              features.




  2) MYDX360




          ?   MyDx360 is a Software As A Service (SAAS)-based community engagement
              platform designed to help entrepreneurs develop, launch and track
              the effects of new formulated products on consumers to help
              penetrate their target markets more effectively.
          ?   As part of the service, companies will choose from among MyDx's many
              chemical formulations that best align with the physiological
              response its target demographic is seeking. From there, MyDx will
              outsource the delivery of those formulations through licensed
              concentrate manufacturing facilities and provide customer-engagement
              support via its SAAS platform and MyDx smart devices such as the
              EcoSmartPen to acquire and analyze user feedback.
          ?   Collectively, this suite of services will be called MyDx360.




       3)  Software to Support Laboratory Marketing, Customer Service and Data
           Aggregation




          ?   MyDx will offer what we believe will be the premier lead generator
              and outsourced services provider for cannabis testing labs.
          ?   Through certain assets MyDx expects to develop or acquire, as well
              as leads generated from our handheld analysis and smart devices, we
              believe MyDx will be positioned to become a world leader in cannabis
              laboratory marketing and services and as the largest "data holder"
              of tested cannabis and the associated chemical profiles tied to the
              ailment therapy.




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Change in Officers and Directors

On November 10, 2018, the Company entered into a consulting agreement (the "Mr. Cannabis Consulting Agreement") with Mr. Cannabis, Inc., a California corporation (the "Consultant"), pursuant to which the Consultant would perform management type services for the Company as further defined in the Mr. Cannabis Consulting Agreement. The term of the Mr. Cannabis Consulting Agreement is from November 10, 2018 through November 9, 2021 (the "Term"). The Mr. Cannabis Consulting Agreement shall not be terminated within the first six months of the Term. The Company or the Consultant may terminate this Agreement, with or without cause, at any time after the first six months of the Term upon providing ninety day written notice to the other party.

Pursuant to, and in accordance with the terms and conditions of the Mr. Cannabis Consulting Agreement, the Consultant was issued a common stock purchase warrant (the "Warrant") to purchase twenty two and one half percent (22.5%) of the issued and outstanding shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at the time of the first notice of exercise given by the Consultant to the Company, exercisable at a price of $.001 per share and for a term of three years from the date of issuance (the "Mr. Cannabis Warrant").

In connection with the Mr. Cannabis Consulting Agreement, Mr. Daniel Yazbeck resigned from his position as the Company's Chief Executive Officer (the "Yazbeck Resignation"), but remains a member of the Company's Board of Directors (the "Board"). Upon Mr. Yazbeck's resignation, the Board appointed Mr. Matthew Bucciero, an affiliate of the Consultant, as Chief Executive Officer of the Company. Additionally, Mr. Erai Beckmann, currently President of the Consultant, was appointed to the Board.

Mr. Beckmann was the CEO of Humanity Holdings through February 2018. At the time the Company entered into the License and Services Agreement with Humanity Holdings in April 2018, Mr. Beckmann's position was Co-Founder and he owned 23% of the entity. In addition, on February 1, 2018, the Company and Mr. Beckmann entered into a twelve (12) month Research, Manufacturing, Advertising and Marketing Services Agreement. During the year ended December 31, 2018, the Company has issued 43,906,926 restricted shares of common stock to Mr. Beckmann in connection with the February agreement.

Effective August 1, 2019, Mr. Erai Beckman resigned from his position as a member of the Board and Mr. Matthew Bucciero resigned from his position as Chief Executive Officer and Chief Financial Officer of the Company. The resignations were not caused by a disagreement with the Company.

Effective as of October 2, 2019, Daniel Yazbeck was appointed as Interim Chief Executive Officer and Interim Chief Financial Officer of the Company.





Results of Operations


As shown in the accompanying consolidated financial statements, the Company incurred a net income of $1,669,116 and net loss of $3,708,968, respectively, for the nine months ended September 30, 2019 and 2018. The Company had an accumulated deficit of $38,296,115 and $39,965,231 respectively, as of September 30, 2019 and December 31, 2018.

Comparison of The Three Months Ended September 30, 2019 and 2018





Revenue


For the three months ended September 30, 2019 and 2018, the Company had licensing revenue of $441 and $441, respectively. For the three months ended September 30, 2019 and 2018, the Company had product revenue of $202,048 and $53,375 respectively. For the three months ended September 30, 2019 and 2018, the Company had product service revenue of $11,622 and $3,641, respectively The increase in revenue for the three months ended September 30, 2019 compared to 2018 was a result of the recognition of revenue from customer deposits for CannaDx product that were generated in previous quarters and only fulfilled in this quarter through the shipment of CannaDx product to paid customers.





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Cost of Goods Sold and Gross Profit

Gross profit as a percentage of net revenues for the three months ended September 30, 2019 and 2018 were 73% and 65%, respectively. During the three months ended September 30, 2019 the Company had $214,111 in revenue and $58,620 in costs of goods sold. The Company has fixed costs that are contributing to the high cost of goods sold.





Operating Expenses


For the three months ended September 30, 2019, the Company incurred operating expenses in the amount of $(65,582) compared to $276,085 for the three months ended September 30, 2018. These operating expenses were composed of research and development costs, sales and marketing and general and administrative expenses. The decrease mainly resulted from the decrease of general and administrative costs and research and development, which were partially offset by the increase in sales and marketing for the reasons discussed below. In connection with the separation and release of claims agreement the Company recorded a gain on the stock-based compensation of $186,639 for the three months ended September 30, 2019. This attributed to the gain shown for the operating expenses and general and administrative expenses. (See Note 8 above)

Research and Development Expenses

Research and development expenses primarily consist of engineering and product development, incurred in the design, development, testing and enhancement of our products. For the three months ended September 30, 2019, the Company expended $6,037 for various research and development projects for hardware, database, software and sensor development as compared to $11,561 for the three months ended September 30, 2018. The decrease of $5,524, or 48%, resulted primarily from the Company decreasing its research and development efforts as a result of limited cashflow and resources.





Sales and Marketing Expenses


Sales and marketing expenses consist primarily of consulting fees for third-party services and general marketing expenses. For the three months ended September 30, 2019, the Company expended $1,038 as compared to $19,350 for the three months ended September 30, 2018. The decrease of $18,312, or 57%, resulted primarily from the Company resulted primarily from the Company decreasing marketing efforts.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, wages and benefits, consulting fees, legal fees, accounting fees and general administrative expenses.

For the three months ended September 30, 2019, the Company recouped $72,657 in connection with the separation and release of claims agreement as compared to $245,174 for the three months ended September 30, 2018. The decrease of $172,517, or 42%, resulted primarily from a decrease in stock - based compensation due to the re-capture of the expense related to the terminated warrants.





Other income (expense)



Other expenses decreased by approximately $2.7 million, resulted primarily from a decrease in the loss on settlement of debt of $5.5 million offset by a decrease in change in derivative expense, a decrease in change in fair value of derivative liability of $2,028,834 and a gain on extinguishment of vendor liability of $17,712.

Comparison of The Nine months ended September 30, 2019 and 2018





Revenue


For the nine months ended September 30, 2019 and 2018, the Company had licensing revenue of $1,308 and $8,212, respectively. For the nine months ended September 30, 2019 and 2018, the Company had product revenue of $203,299 and $204,280, respectively. For the nine months ended September 30, 2019 and 2018, the Company had product service revenue of $11,910 and $15,218, respectively. The decrease in revenue for the nine months ended September 30, 2019 compared to 2018 was a result of backlog of orders that have not been shipped for both product and service revenue. Due to a supply chain disruption, MyDx was unable to deliver finished units in the first quarter of 2019. These issues have since been resolved and deliveries are expected to resume in the beginning of the third quarter.





                                       29




Cost of Goods Sold and Gross Profit

Gross profit as a percentage of net revenues for the nine months ended September 30, 2019 and 2018 were 60% and 64%, respectively.





Operating Expenses


For the nine months ended September 30, 2019, the Company incurred operating expenses in the amount of $557,905 compared to $1,217,447 for the nine months ended September 30, 2018. These operating expenses were composed of research and development costs, sales and marketing and general and administrative expenses. The decrease mainly resulted from the decrease in research and development, decrease in sales and marketing, and decrease in general and administrative for the reasons discussed below.

Research and Development Expenses

Research and development expenses primarily consist of engineering and product development, incurred in the design, development, testing and enhancement of our products. For the nine months ended September 30, 2019, the Company expended $32,221 for various research and development projects for hardware, database, software and sensor development as compared to $283,869 for the three months ended September 30, 2018. The decrease of $251,648, or 89%, resulted primarily from the Company decreasing its research and development efforts due to limited cashflow and resources.





Sales and Marketing Expenses



Sales and marketing expenses consist primarily of consulting fees for third-party services and general marketing expenses. For the nine months ended September 30, 2019, the Company expended $65,451 as compared to $130,475 for the nine months ended September 30, 2018. The decrease of $65,024, or 50%, resulted primarily from the Company decreasing marketing efforts due to limited cashflow and resources.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, wages and benefits, consulting fees, legal fees, accounting fees and general administrative expenses.

For the nine months ended September 30, 2019, the Company expended $460,233 as compared to $803,103 for the nine months ended September 30, 2018. The decrease of $342,870, or 43%, resulted primarily from a decrease in stock - based compensation due to the re-capture of the expense related to the terminated warrants.





Other income (expense)



Other income increased by $4,733,514, resulted primarily from an increase from gain on fair value of warrant liabilities offset by an increase in change in derivative expense and an increase in change in in fair value of warrant liability of $3,240,703.

Liquidity and Capital Resources

Since its inception, capital raised by the Company has been used primarily for the Company's research and development efforts and to support its operations. As of September 30, 2019, the Company had remaining cash of $175,677 with a net working capital deficit of $8,847,490. As a result of the Company's significant operating expenditures and the lack of significant product sales revenue, we expect to incur losses from operations for the near future and will be required to seek additional capital to sustain our operations.





                                       30




It is anticipated that we will continue to report negative operating cash flow in future periods, likely until one or more of our products generate sufficient revenue to cover our operating expenses. If any of the warrants are exercised, all net proceeds of the warrant exercise will be used for working capital to fund negative operating cash flow.

Our cash balance of $175,677 will not be sufficient to fund our operations for at least the next 12 months. Additionally, if we are unable to generate sufficient revenues to pay our expenses, we will need to raise additional funds to continue our operations. We have historically financed our operations through private equity and debt financings. We do not have any commitments for financing at this time, and financing may not be available to us on favorable terms, if at all. If we are unable to obtain debt or equity financing in amounts sufficient to fund our operations, if necessary, we will be forced to suspend or curtail our operations. In that event, current stockholders would likely experience a loss of most or all their investment. Additional funding that we do obtain may be dilutive to the interests of existing stockholders.

To the extent, we raise additional capital by issuing equity securities or obtaining borrowings convertible into equity, ownership dilution to existing stockholders will result and future investors may be granted rights superior to those of existing stockholders. The incurrence of indebtedness or debt financing would result in increased fixed obligations and could also result in covenants that would restrict our operations. Our ability to obtain additional capital may depend on prevailing economic conditions and financial, business and other factors beyond our control. The Company cannot provide any assurances that it will be able to raise the additional capital needed to fund its operations, or if the Company is able to raise such additional capital, that any such financing will be on terms which are beneficial to the existing shareholders.





Working Capital



                           September 30,      December 31,
                               2019               2018
Current assets            $       334,123     $     216,729
Current liabilities             9,181,612        12,643,275
Working Capital Deficit   $    (8,847,489 )   $ (12,426,546 )

Current assets for September 30, 2019 increased compared to December 31, 2018 primarily due to an increase in cash and inventory.

Current liabilities for September 30, 2019 decreased compared to December 31, 2018 primarily due to a decrease in Warrant liability, offset by an increase in Accrued Liabilities, Customer Deposits, Convertible Notes Payable, and Derivative Liability.





Cash Flows



                                                Nine months ended
                                                  September 30,
                                               2019           2018

Net Cash(Used in) Operating Activities $ (396,021 ) $ (248,429 ) Net Cash(Used in) Investing activities

               -              -

Net Cash Provided by Financing Activities 469,000 160,000 Net Change

$   72,979     $  (88,429 )

Net Cash (Used in) Operating Activities

Our primary uses of cash from operating activities include payments to consultants for research and development, compensation and related costs, legal and professional fees and other general corporate expenditures.





                                       31




Cash used in operating activities consist of net loss adjusted for certain non-cash items, primarily equity-based compensation expense, common stock issued in exchange for services, and the change in fair value of derivative liabilities due primarily to the mark to market of the Company's derivatives embedded in the convertible notes, and a gain of settlement of liabilities during the nine months ended September 30, 2019, as well as the effect of changes in working capital and other activities.

Net Cash (Used in) Investing activities

For the nine months ended September 30, 2019 and 2018, investing activities used cash of $0 and $0.

Net Cash Provided by Financing Activities

For the nine months ended September 30, 2019 and 2018, financing activities provided cash of $469,000 and $160,000.





Going Concern


At September 30, 2019, we had an accumulated deficit of $38,296,115. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

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