Current Report Filing (8-k)
July 03 2017 - 3:59PM
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):
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June
19, 2017
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BLOW
& DRIVE INTERLOCK CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation)
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000-55053
(Commission
File
Number)
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46-3590850
(I.R.S.
Employer
Identification
No.)
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5503
Cahuenga Blvd, #203
Los
Angeles, CA 91601
(Address
of principal executive offices) (zip code)
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(877)
238-4492
(Registrant’s
telephone number, including area code)
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137
South Robertson Boulevard,
Suite 129
Beverly
Hills, CA 90211
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(Former
name or former address, if changed since last report.)
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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:
[ ]
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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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SECTION
1 – Registrant’s Business and Operations
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Item
1.01
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Entry
Into a Material Definitive Agreement
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As
announced in our Current Report on Form 8-K filed with the Commission on May 19, 2017, Mr. Abraham Summers was no longer our Chief
Financial Officer effective May 10, 2017. On June 19, 2017, we entered into a Termination of Services Agreement with Mr. Summers
and Gnosiis International, LLC, an entity controlled by Mr. Summers. Under the terms of the agreement: (i) we agreed with Mr.
Summers that his Employment Agreement dated November 15, 2016, his employment with us, and Gnosiis’ independent contractor
relationship with us, were all terminated effective May 10, 2017, (ii) we agreed to pay Mr. Summers $50,000 and issue him 294,321
shares of our common stock, restricted in accordance with Rule 144, (iii) Mr. Summers relinquished any rights he had to serve
on our Board of Directors, (iv) Mr. Summers and Gnosiis agreed to relinquish any anti-dilution rights that would entitle Mr. Summers
or Gnosiis additional shares of our common stock, including under the Employment Agreement or otherwise, (v) we agreed to reimburse
Mr. Summers $5,000 for his attorney’s fees related to the agreement, and (vi) we entered into a mutual general release with
Mr. Summers and Gnosiis with all parties releasing any and all claims they may have against another party, whether those claims
are currently known or not. The description of the Termination of Services Agreement with Mr. Summers and Gnosiis set forth in
this Current Report is qualified in its entirety by reference to the full text of that document, which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
SECTION
3 – Securities and Trading Markets
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Item
3.02
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Unregistered
Sales of Equity Securities.
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As
noted in Item 1.01, pursuant to the Termination of Services Agreement, we agreed to issue Mr. Summers 294,321 shares of our common
stock. On or about June 20, 2017, we issued the shares to Mr. Summers, with a standard restrictive legend regarding resale of
the shares. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933,
due to the fact Summers was one of our officers and directors, is a sophisticated investor and familiar with our operations.
SECTION
9 – Financial Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits
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10.1
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Termination
of Services Agreement by and between Blow & Drive Interlock Corporation, Abraham Summers and Gnosiis International, LLC
dated June 19, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
July 3, 2017
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Blow & Drive Interlock Corporation
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a Delaware corporation
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/s/
Laurence Wainer
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By:
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Laurence Wainer
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Its:
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Chief Executive Officer and Chief Financial Officer
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