Current Report Filing (8-k)
September 14 2017 - 4:32PM
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):
September 13, 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
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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 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))
Emerging
growth Company ☒
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If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain
Officers
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On September 13, 2017, Ipsidy Inc. (the
“Company”) and Douglas Solomon, Executive Director, Government Relations Enterprise Security and a director of the
Company, entered into a Confidential Settlement Agreement and General Release (the “Settlement Agreement”) pursuant
to which the Offer Letter and Executive Retention Agreement entered between the Company and Mr. Solomon dated January 31, 2017
were terminated effective September 1, 2017 and Mr. Solomon resigned as Executive Director, Government Relations Enterprise Security
upon execution of the Settlement Agreement. The Company agreed to pay Mr. Solomon $8,048.13 representing unused 2017 vacation entitlement
and pay for one day, reimburse Mr. Solomon for all expenses consistent with the Company’s reimbursement policy and pay Mr.
Solomon’s CORBA employee only benefits through September 2018 if Mr. Solomon elected to be included under such coverage.
In addition, the Company acknowledged that the 20,000,000 stock options previously granted to Mr. Solomon have vested effective
as of September 1, 2017. The parties also provided mutual releases from all claims, demands, actions, causes of action or liabilities.
As further consideration for entering into the Settlement Agreement, Mr. Solomon and the Company entered into an Agency Agreement
dated September 13, 2017 pursuant to which Mr. Solomon agreed to be engaged as a non-exclusive sales agent for the Company’s
products on an as needed basis for a term of three years in consideration of sales commissions including a monthly non-refundable
minimum commission to be paid for 24 months.
Item 9.01 Financial Statements and Exhibits
Exhibit Number
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Description
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* Portions of this exhibit have been redacted
pursuant to a request for confidential treatment submitted to the Securities Exchange Commission.
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: September 14, 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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