Current Report Filing (8-k)
March 23 2017 - 8:31AM
Edgar (US Regulatory)
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):
March 21, 2017
(Exact name of registrant as specified in
its charter)
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Delaware
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000-54545
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46-2069547
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification
Number)
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780 Long Beach Blvd., Long Beach, New York
11561
(Address of principal executive offices)
(zip code)
407-951-8640
(Registrant's telephone number, including
area code)
Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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Item 3.02
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Unregistered Sales of Equity Securities
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On March 22, 2017, Ipsidy Inc. (the
“Company”) entered into Subscription Agreements with several accredited investors (the "March 2017
Accredited Investors") pursuant to which the March 2017 Accredited Investors agreed to purchase an aggregate of
20,000,000
shares of the Company’s common stock for an
aggregate purchase price of $4,000,000 or a per share price of $0.20. The Company has received proceeds of $3,170,000 as of March 22, 2017. An individual
March 2017 Accredited Investor has agreed to fund $830,000 no later than April 30, 2017. In connection with this private
offering, the Company paid Network 1 Financial Securities, Inc. (“Network”), a registered broker-dealer, a cash
fee of $240,000 and agreed to issue Network 1,000,000 shares of common stock of the Company upon increasing its authorized
shares of common stock.
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.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IPSIDY INC.
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Date: March 23, 2017
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By:
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/s/Stuart P. Stoller
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Name: Stuart P. Stoller
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Title: Chief Financial Officer
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