BLOW & DRIVE INTERLOCK CORPORATION (OTCMKTS:BDIC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On January 2, 2019, the largest holder of our common stock, as well as our sole officer and director, Mr. Laurence Wainer (“Wainer”), closed the transaction that was the subject of an Agreement to Purchase Common Stock and Preferred Stock (the “Agreement”) between Wainer and The Doheny Group, LLC, a Nevada limited liability company (“Doheny Group”), under which Doheny Group acquired 8,924,000 shares of our common stock (the “Common Shares”) and One Million (1,000,000) shares of our Series A Preferred Stock (the “Preferred Shares” and together with the Common Shares, the “Shares”), from Wainer in exchange for $30,000. Combined, the Shares represent approximately 84% of our outstanding voting rights. Mr. David Haridim is the principal of Doheny and was appointed to our Board of Directors and as our sole executive officer. We were a party to the Agreement solely for the purpose of acknowledging certain representations and warranties about the company in the Agreement. The description of the Agreement set forth in this report is qualified in its entirety by reference to the full text of that document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 5 – Corporate Governance and Management
| Item 5.01 | Changes in Control of Registrant |
See Item 1.01 above, which is incorporated by this reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(b) – (c): Effective upon the closing of the transaction that was the subject of the Agreement on January 2, 2019, our executive officer prior to the closing, Laurence Wainer (former President, Chief Executive Officer, Chief Financial Officer and Secretary) tendered his resignation from all positions then held with our company. Concurrent with his resignation, our Board of Directors appointed Mr. David Haridim as the President, Chief Executive Officer, Chief Financial Officer and Secretary.
Our newly appointed executive officer will serve in his positions as an “at will” employee of our company, and will not have a formal employment agreement with us unless and until our Board of Directors, or a committee thereof, and the applicable executive officer have approved the terms of any such agreement. For the foreseeable future, Mr. Haridim will not receive any compensation for serving as our sole executive officer.
David Haridim, age 36, was appointed as our President, Chief Executive Officer, Chief Financial Officer and Secretary on January 2, 2019. He was also appointed to our Board of Directors on the same date. Mr. Haridim has been the Manager of The Doheny Group, LLC since January 2016. The Doheny Group, LLC invests in private and public companies in different industries and Mr. Haridim, as the Manager of The Doheny Group analyzes and approves any and all investments made by The Doheny Group, LLC. Prior to founding The Doheny Group, LLC, Mr. Haridim was the manager of the sales force at Canyon Logistics, a transportation industry broker that specializes in assisting companies in reducing their freight costs. As the manager of the sales force, Mr. Haridim oversaw the sales personnel. Mr. Haridim attended Southwestern School of Law, graduating with a J.D. in 2012.
(d) Effective upon the closing of the transaction that was the subject of the Agreement on January 2, 2019, our sole director prior to the Merger, Laurence Wainer, (i) resigned as a director, and (ii) appointed as our new director, Mr. David Haridim.
Mr. Haridim’s biographical information is contained herein and incorporated by this reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Blow & Drive Interlock Corp Exhibit
EX-10.1 2 ex10-1.htm AGREEMENT FOR THE PURCHASE OF COMMON STOCK AND PREFERRED STOCK (Control Block Agreement) THIS PURCHASE AGREEMENT,…
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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.