IDdriven, Inc. (OTCMKTS:IDDR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Effective on May 2, 2017, IDdriven, Inc. (we, us, our, or
Company) and Crown Bridge Partners, LLC (Investor) completed the
sale of a convertible promissory note as provided for in a: (i)
Securities Purchase Agreement (SPA), (ii)
Convertible Promissory Note (the Note), and (iii)
Amendment #1 to the Securities Purchase Agreement and
Convertible Promissory Note (the Amendment) all of which
were dated April 10, 2017 (collectively, the Transaction
Documents). to the terms of the Transaction Documents, the
Investor agreed to purchase a promissory note in the amount of
$55,000for a purchase price of $45,000.
As set forth in the SPA, the Purchase Price for the Note was
$45,000, thereby reflecting an original issue discount of $10,000
(i.e., the spread between the face amount of the Note of $55,000
and the purchase price of $45,000). The Note, as amended to the
Amendment, carries a prorated original issue discount of
$10,000.00 and bears interest at the rate of 1% per year.
The Note was funded and the transaction closed on May 2, 2017 to
which the Investor paid to the Company $45,000. The Note matures
on April 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,
the SPA and the Amendment, as applicable.
Interest accrues daily on the outstanding principal amount of the
Note at a rate per annum equal to 1% 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-two
(22%) per annum. The principal amount of the Note and interest
are payable on the Maturity Date.
The Investor is entitled to, at any time or from time to time,
convert the Note into shares of our common stock, at a conversion
price per share equal to seventy five percent (75%) of the lowest
traded price of the common stock for the twenty (20) trading days
immediately preceding the date of the date of conversion, upon
the terms and subject to the conditions of the Note. The
conversion price of the Note is subject to adjustment in the
event of stock splits, stock dividends and similar corporate
events. In addition, the conversion price is subject to
adjustment if we issue or sell convertible promissory notes that
are convertible for a consideration per share less than the
conversion price then in effect or includes a longer look back
period than provided in the Note. If this should occur, the
conversion price is reduced to the lowest price at which these
securities were issued or are exercisable or in the case of a
more favorable look back period, the look back period shall be
adjusted to such greater number of days. The Note contains
representations, warranties, events of default, beneficial
ownership limitations, prepayment options, and other provisions
that are customary of similar instruments.
The Note is not convertible to the extent that (a) the number of
shares of our common stock beneficially owned by the Investor and
(b) the number of shares of our common stock issuable upon the
conversion of the Note or otherwise would result in the
beneficial ownership by Investor of more than 4.99% of our then
outstanding common stock. This ownership limitation can be
increased or decreased to any percentage not exceeding 9.99% by
the Investor upon 61 days notice to us.
The foregoing descriptions of the SPA, Note and the Amendment are
qualified in their entirety by reference to the SPA, Note and
Amendment, which are filed hereto as Exhibits 10.1, 10.2 and 10.3
respectively, and are incorporated herein by reference
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.
(d) Exhibits
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10.1 |
Securities Purchase Agreement between IDdriven, Inc. and |
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10.2 |
Convertible Promissory Note in the principal amount of |
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10.3 |
Amendment #1 to the Securities Purchase Agreement and |
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 -0.00290 at 0.00700 with shares trading hands.