Item
3.02 Unregistered Sales of Equity Securities
On
August 10, 2016, ID Global Solutions Corporation (the “Company”) entered into and closed Subscription Agreements with
several accredited investors (the "August 2016 Accredited Investors") pursuant to which the August 2016 Accredited Investors
purchased an aggregate of 23,000,000 shares of the Company’s common stock (the “2016 Subscription Shares”) for
an aggregate purchase price of $1,150,000. In order to reduce the dilution as a result of this private offering, certain shareholders
of the Company including Thomas Szoke (CEO and a director), David Jones (director) and others agreed to return to the Company
10,000,000 shares of common stock in the aggregate for cancellation
.
In connection
with this private offering, the Company paid Network 1 Financial Securities, Inc. (“Network”), a registered broker-dealer,
a cash fee of $92,000 and issued Network 1,840,000 shares of common stock of the Company.
On
August 10, 2016, the Company issued to several of its employees and consultants stock options (the "Plan Options") under
its
Equity Compensation Plan
to acquire an aggregate of 17,000,000 shares of common
stock of the Company exercisable at $0.05 per share. The Plan Options contain vesting periods of 12 quarters commencing on October
1, 2016 as well as various vesting milestones. The Plan Options are exercisable for a period of ten years. Further, the Company
amended existing g stock options to acquire 50,800,000 shares of common stock under its Equity Compensation Plan to extend the
term from five years to 10 years.
As
previously reported, on April 19, 2016, the Company entered into and closed Securities Purchase Agreements with several accredited
investors (the "April 2016 Accredited Investors") pursuant to which the April 2016 Accredited Investors invested an
aggregate of $1,550,000 into the Company in consideration of Secured Convertible Debentures and common stock purchase warrants
to acquire an aggregate of 6,200,000 shares of common stock exercisable for a period of five years at an exercise price of $0.25
subject to antidilution protection. On August 10, 2016, the Company and the April 2016 Accredited Investors entered into a Letter
Agreement whereby the conversion price of the Secured Convertible Debentures was reduced to $0.10 in consideration of the removal
of certain price protection features in such Secured Convertible Debentures. Further, the exercise price of such Common Stock
Purchase Warrant was reduced to $0.10 per share and the number of shares upon exercise of the Common Stock Purchase Warrant was
increased to 15,500,000.
In
addition, on August 10, 2016, the Company entered into that certain Letter Agreement (the "Amendment") with Parity Labs,
LLC (“Parity”) to amend the compensation section of that certain Advisory Agreement previously entered into between
the Company and Parity on November 16, 2015 for the provision of strategic advisory services, to provide for the issuance to Parity
of a common stock option (the "Parity Option") to acquire 20,000,000 shares of common stock of the Company exercisable
at $0.05 per share for a period of ten years. The Parity Option vests as to 10,000,000 shares of common stock immediately and
then in 12 equal tranches of 833,333 shares per month commencing on September 1, 2016.
All
of the offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon
the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regard
to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made
to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted
by the Company in accordance with the requirements of the Securities Act of 1933.
The
foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and
is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current
Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions
associated with this transaction.