IDdriven, Inc. (OTCMKTS:IDDR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
IDdriven, Inc., a Nevada corporation (the Company), entered into
a Securities Purchase Agreement (“SPA”) dated April 10, 2017 with
AUCTUS FUND, LLC, a Delaware limited liability company (the
Purchaser), to issue and sell to the Purchaser a 10% Convertible
Note in the principal amount of $168,500 (the Note) for a
purchase price of $168,500. The Note was funded and the
transaction closed on April 12, 2017. The Note matures on January
10, 2018 (the Maturity Date). The material features of the Note
and the SPA are set forth below. Unless otherwise defined herein,
all capitalized terms are defined in the Note or the SPA, as
applicable. The foregoing description of the terms of the SPA and
the Note, do not purport to be complete and are qualified in
their entirety by the complete text of the documents attached
hereto, respectively, as Exhibits 10.1, and 10.2 to this Current
Report on Form 8-K.
Interest accrues daily on the outstanding principal amount of the
Note at a rate per annum equal to 10% on the basis of a 365-day
year. Any amount of principal or interest on this Note which is
not paid when due shall bear interest at the rate of twenty-four
(24%) per annum. The principal amount of the Note and interest
are payable on the Maturity Date.
The Note is convertible into common stock, subject to Rule 144,
at any time after the issue date of the Note at a conversion
price of $0.04 per share of the Companys Common Stock, subject to
adjustment as set forth in Sections 1.2 1.9 of the Note therein,
including, without limitation Prepayment of the Note to Section
1.9 therein.
Article II of the Note sets forth certain negative covenants of
the Company so long as the Note is outstanding.
Article III of the Note sets forth certain events of default
under the Note.
Article IV of the Note contains certain miscellaneous provisions
including future financings under certain more favorable terms,
severability of provisions, notices, etc.
The Note and SPA also contain certain representations,
warranties, covenants and events of default including if the
Company is delinquent in its periodic report filings with the
SEC, and increases in the amount of the principal and interest
rates under the Note in the event of such defaults. In the event
of default, at the option of the Purchaser and at their sole
discretion, the Purchaser may consider the Note immediately due
and payable.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02. The
issuance of the securities whose information is set forth in Item
1.01 of this Current Report on Form 8-K were not registered under
the Securities Act of 1933, as amended (the Securities Act), but
qualified for exemption under Section 4(a)(2) of the Securities
Act. The securities were exempt from registration under Section
4(a)(2) of the Securities Act because the issuance of such
securities by the Company did not involve a public offering, as
defined in Section 4(a)(2) of the Securities Act, due to the
insubstantial number of persons involved in the transaction, size
of the offering, manner of the offering and number of securities
offered. The Company did not undertake an offering in which it
sold a high number of securities to a high number of investors.
In addition, these investors had the necessary investment intent
as required by Section 4(a)(2) of the Securities Act since they
agreed to, and will receive, share certificates bearing a legend
stating that such securities are restricted to Rule 144 of the
Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and
therefore not be part of a public offering. Based on an analysis
of the above factors, we have met the requirements to qualify for
exemption under Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits |
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10.1 |
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Securities Purchase Agreement with Auctus Fund, LLC dated |
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10.2 |
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Convertible Promissory Note in the principal amount of |
About IDdriven, Inc. (OTCMKTS:IDDR)
IDdriven, Inc., formerly TiXFi Inc., is an enterprise software company. The Company develops and launches identity and access management (IAM) enterprise solutions. IAM solution helps end users to ensure that access across multiple technological environments is granted only to the right individuals. The Company’s IAM solutions provide identity-based access to various systems, applications and information from any location. The Company’s product, IDdriven, is designed to manage volumes of users and access rights over various applications in hybrid environments (cloud and on-premise). The Company’s plug and play functionality enables a new and untapped small and medium-sized enterprises (SME) marketplace. The Company’s IDdriven provides Identity as a Service (IDaaS) solution, which supports the life cycle of users and provides the customer (information technology (IT) Administrator or Risk Management Officer) with control at every stage of the process. IDdriven, Inc. (OTCMKTS:IDDR) Recent Trading Information
IDdriven, Inc. (OTCMKTS:IDDR) closed its last trading session down -0.0020 at 0.0170 with shares trading hands.