Current Report Filing (8-k)
August 14 2017 - 2:03PM
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): August 9, 2017
Ipsidy
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-54545
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46-2069547
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
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780
Long Beach Boulevard, 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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
August 9, 2017, management of Ipsidy Inc. (the “Company”) determined that the unaudited financial statements for the
quarter ended March 31, 2017 filed by the Company with the Securities and Exchange Commission (the “SEC”) included
an error in the calculation of compensation related to stock options. Similarly, related press releases, earnings releases and
investor communications describing the Company’s financial statements for this period should not be relied upon.
The
Company has determined that the financial statements referred to above should be restated in order to give effect
primarily to an understatement of the Company’s General and Administrative expenses of $1,000,000 as set forth on the
Condensed Consolidated Statements of Operations which, in turn, resulted in changes to the Condensed Consolidated Balance
Sheets, Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) and Condensed Consolidated
Statement of Comprehensive Income (Loss).
The
restatement did not impact net cash flow and earnings per share for the three months ended March 31, 2017 and working capital
or stockholders’ equity as of March 31, 2017.
The
Company has filed with the SEC, the restated financial statement for the affected period.
The
Company’s management have discussed the matters disclosed under this Item 4.02 with the Company’s current independent
registered public accounting firm and the Board of Directors of the Company.
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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|
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Date:
August 14, 2017
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By:
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/s/
Stuart Stoller
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Name:
Stuart Stoller
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Title:
Chief Financial Officer
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