I.D. SYSTEMS, INC. (NASDAQ:IDSY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On July 12, 2017, I.D. Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with B. Riley & Co., LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale of 2,608,695 shares of the Company’s common stock, par value $0.01 per share. The price to the public in this offering is $5.75 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days from the closing date to purchase up to an additional 391,304 shares under the same terms.
After deducting underwriting discounts and commissions (but before the payment of offering expenses incurred by the Company), the Company expects the net proceeds from the offering to be approximately $14.2 million, or approximately $16.3 million if the Underwriters exercise in full the option to purchase additional shares. The Company intends to use the net proceeds from the offering to fund its acquisition of assets of Keytroller, LLC and for general corporate purposes, which may include business development activities, capital expenditures, working capital and general and administrative expenses.
The offering is scheduled to close on or about July 17, 2017, subject to customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The offering is being made to the Company’s registration statement on Form S-3 (Registration Statement No. 333-217968) previously filed with the Securities and Exchange Commission and declared effective May 18, 2017 and a preliminary and final prospectus supplement thereunder relating to the offering. The Underwriting Agreement is filed as Exhibit 1.1 to this report and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The legal opinion of Olshan Frome Wolosky LLP relating to the legality of the issuance and sale of the shares of common stock being offered filed as Exhibit 5.1 to this report.
Item 8.01. Other Events.
On July 12, 2017, the Company issued a press release announcing the pricing of the public offering described in Item 1.01 of this report. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 1.1 | Underwriting Agreement, dated as of July 12, 2017, by and between I.D. Systems, Inc. and B. Riley & Co., LLC, as representative of the several underwriters named therein. |
| 5.1 | Opinion of Olshan Frome Wolosky LLP. |
| 23.1 | Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1). |
| 99.1 | Press release, dated July 12, 2017. |
ID SYSTEMS INC ExhibitEX-1.1 2 ex1-1.htm I.D. SYSTEMS,…To view the full exhibit click here
About I.D. SYSTEMS, INC. (NASDAQ:IDSY)
I.D. Systems, Inc. (I.D. Systems) develops, markets and sells wireless machine-to-machine solutions for managing and securing enterprise assets, which include industrial vehicles, such as forklifts and airport ground support equipment, rental vehicles, and transportation assets, such as dry van trailers, refrigerated trailers, railcars and containers. Its systems utilize radio frequency identification (RFID), wireless fidelity (Wi-Fi), satellite or cellular communications, and sensor technology and software to control, track, monitor and analyze assets. It provides data reporting and analysis software tool platform, I.D. Systems Analytics PowerFleet IQ (for fleets of forklifts and other industrial trucks) and VeriWise IQ (for fleets of containers, trailers and other transportation assets). Its solutions include industrial and rental fleet asset management, industrial fleet asset management, transportation asset management and rental fleet asset management solutions.