Current Report Filing (8-k)
March 15 2017 - 1:51PM
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 7, 2017
BLOW
& DRIVE INTERLOCK CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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000-55053
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46-3590850
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(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)
(877)
238-4492
(Registrant’s
telephone number, including area code)
137
South Robertson Boulevard, Suite 129
Beverly
Hills, CA 90211
(Former
name or former address, if changed since last report.)
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:
[ ]
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))
SECTION
1 – Registrant’s Business and Operations
Item
1.01 Entry Into a Material Definitive Agreement
On
March 7, 2017, we entered into an Debt Conversion and Series A Preferred Stock Purchase Agreement (the “SPA”) with
Laurence Wainer, one of our officers and directors (“Wainer”), under which we agreed to create a new series of non-convertible
preferred stock entitled “Series A Preferred Stock,” with One Million (1,000,000) shares authorized and the following
rights: (i) no dividend rights; (ii) no liquidation preference over the Company’s common stock; (iii) no conversion rights;
(iv) no redemption rights; (v) no call rights by the Company; (vi) each share of Series A Convertible Preferred stock will have
one hundred (100) votes on all matters validly brought to the Company’s common stockholders; and Wainer agreed to acquire
1,000,000 shares of our Series A Preferred Stock, once created, in exchange for Wainer forgiving $25,537 in accrued salary we
owed to him as of December 31, 2016. The description of the SPA set forth in this 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.
As
additional consideration for Wainer’s acquisition of the Series A Preferred Shares we entered into a Lockup Agreement with
Wainer dated March 7, 2017 (the “Lockup Agreement”). Under the Lockup Agreement we required Wainer to agree to refrain
selling 8,000,000 out of the approximately 9,700,000 shares of our common stock he owns until the expiration of the Lockup Period,
as defined in the Lockup Agreement. The description of the Lockup Agreement set forth in this report is qualified in its entirety
by reference to the full text of that document, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
SECTION
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
As
noted in Item 1.01, pursuant to the SPA, we agreed to issue Wainer 1,000,000 shares of our Series A Preferred Stock. On or about
March 14, 2017, we issued the shares to Wainer, with a standard restrictive legend. The issuance of the was exempt from registration
pursuant to Section 4(a)(2) of the Securities Act of 1933, due to the fact Wainer is one of our officers and directors, is a sophisticated
investor and familiar with our operations.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
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10.1
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Debt
Conversion and Series A Preferred Stock Purchase Agreement by and between Blow & Drive Interlock Corporation and Laurence
Wainer dated March 7, 2017
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10.2
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Lockup
Agreement by and between Blow & Drive Interlock Corporation and Laurence Wainer dated March 7, 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:
March 15, 2017
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Blow
& Drive Interlock Corporation
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a
Delaware corporation
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By:
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/s/
Laurence Wainer
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Name:
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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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