Current Report Filing (8-k)
December 20 2017 - 8:22AM
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): December 19, 2017
(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 Blvd., Long Beach, New York 11561
(Address
of principal executive offices) (zip code)
516-274-8700
(Registrant’s
telephone number, including area code)
Copies to:
Stephen M.
Fleming, Esq.
Fleming PLLC
30 Wall Street,
8
th
Floor
New York,
New York 10005
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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company
☒
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 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
December 18, 2017, Ipsidy Inc. (the “Company”) entered into Subscription Agreements with accredited
investors (the “December 2017 Accredited Investors”) pursuant to which the December 2017 Accredited Investors
agreed to purchase an aggregate of 38,461,538 shares of the Company’s common stock for an aggregate purchase price
of $5,000,000. In connection with this private offering, the Company agreed to pay Network 1 Financial Securities,
Inc. (“Network”), a registered broker-dealer, a cash fee of $350,000 and issue common
stock purchase warrants to acquire 1,153,846 shares of common stock of the Company exercisable for a term of five years at
an exercise price of $0.143.
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: December 19, 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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