BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
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
|Item 3.02||Unregistered Sales of Equity Securities.|
As noted in Item 1.01, 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 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
|Item 9.01||Financial Statements and Exhibits|
|10.1||Termination of Services Agreement by and between Blow & Drive Interlock Corporation, Abraham Summers and Gnosiis International, LLC dated June 19, 2017|
Blow & Drive Interlock Corp ExhibitEX-10.1 2 ex10-1.htm TERMINATION OF SERVICES AGREEMENT THIS TERMINATION OF SERVICES AGREEMENT (hereinafter “Agreement”) is entered into by and between Gnosiis International,…To view the full exhibit click
About BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC)
Blow & Drive Interlock Corporation manufactures, markets, leases, installs and monitors a Breath Alcohol Ignition Interlock Device (BAIID). The Company has developed BDI-747 Ignition Interlock Device (the BDI-747/1), which is a mechanism that is installed on the steering column of an automobile and into which a driver exhales prior to starting their vehicle. The device in turn provides a blood-alcohol concentration analysis. If the driver’s blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition from engaging and the automobile from starting. These devices are required for use by driving under the influence or driving while intoxicated offenders as part of a mandatory court or motor vehicle department program. The market for the BDI-747/1 Ignition Interlock Device is as a breathalyzer device to be used by persons convicted of a driving under the influence of alcohol. BDI-747/1 is manufactured by its subsidiary, BDI Manufacturing, Inc.