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 March 27, 2017 with
EMA Financial, 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 $160,000. In addition, the Company paid the
Purchaser $10,000 in connection with the Purchasers due diligence
for the transaction. The Note was funded on March 31, 2017 and
matures on March 27, 2018 (the Maturity Date).
The material features of the Note are set forth below. Unless
otherwise defined herein, all capitalized terms are defined in
the Note or the SPA, as applicable.
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 provided
however, if the Company fails to comply with Section 1.9 of the
Note (described below), then the conversion price (Default
Conversion Price) shall equal the lower of: (i) the closing sale
price of Common Stock on the Principal Market on the Trading Day
immediately preceding the Closing Date, and (ii) 60% of either
the lowest sale price for the Common Stock on the Principal
Market during the twenty (20) consecutive Trading Days
immediately preceding the Conversion Date or the closing bid
price, whichever is lower, provided, however, if the Companys
share price at any time loses the bid (ex: 0.0001 on the ask with
zero market makers on the bid on level 2), then the Conversion
Price may, in the Purchaser’s sole and absolute discretion, be
reduced to a fixed conversion price of 0.00001 (if lower than the
conversion price otherwise), and provided, that if on the date of
delivery of the Conversion Shares to the Purchaser, or any date
thereafter while Conversion Shares are held by the Purchaser, the
closing bid price per share of Common Stock on the Principal
Market on the Trading Day on which the Common Shares are traded
is less than the sale price per share of Common Stock on the
Principal Market on the Trading Day used to calculate the
Conversion Price hereunder, then such Conversion Price shall be
automatically reduced such that the Conversion Price shall be
recalculated using the new low closing bid price (Adjusted
Conversion Price) and shall replace the Conversion Price above,
and Purchaser shall be issued a number of additional shares such
that the aggregate number of shares Purchaser receives is based
upon the Adjusted Conversion Price, and provided, further, that
the Conversion Price shall be subject to further adjustment in
Section 1.2(b) of the Note. Purchaser does not have the right to
convert the Note, to the extent that it would beneficially own in
excess of 4.9% of the Company’s outstanding common stock.
If an Event of Default under Section 3.9 of the Note has occurred
(ie, failure to comply with the Exchange Act), Purchaser, in its
sole discretion, may elect to use a Conversion Price which shall
equal the lower of: (i) the closing sale price of the Common
Stock on the Principal Market on the Trading Day immediately
preceding the Closing Date; (ii) 60% of either the lowest sale
price or the closing bid price, whichever is lower for the Common
Stock on the Principal Market during any Trading Day in which the
Event of Default has not been cured. If such Common Stock is not
traded on the OTCBB, OTCQB, NASDAQ or NYSE, then such sale price
shall be the sale price of such security on the principal
securities exchange or trading market where such security is
listed or traded or, if no sale price of such security is
available in any of the foregoing manners, the average of the
closing bid prices of any market makers for such security that
are listed in the pink sheets by the National Quotation Bureau,
Inc. If such sale price cannot be calculated for such security on
such date in the manner provided above, such price shall be the
fair market value as mutually determined by the Company and the
Purchaser. If the Companys Common stock is chilled for deposit at
DTC, becomes chilled at any point while this Note remains
outstanding or deposit or other additional fees are payable due
to a Yield Sign, Stop Sign or other trading restrictions, or if
the closing sale price at any time falls below $0.01 (as
appropriately and equitably adjusted for stock splits, stock
dividends, stock contributions and similar events), then such 60%
figure specified above shall be reduced to 45%. In the event that
the shares of the Companys Common Stock are not deliverable via
DWAC following the conversion of any amount hereunder, an
additional 5% discount will be attributed to the Conversion
Price. Additionally, the Company acknowledges that it will take
all reasonable steps necessary or appropriate, including
providing a board of directors resolution authorizing the
issuance of common stock to Purchaser.
Without in any way limiting the Purchasers right to pursue other
remedies, including actual damages and/or equitable relief, the
parties agree that if delivery of the Common Stock issuable upon
conversion of the Note is not delivered by the Deadline (as
defined below) the Company shall pay to the Purchaser $1,000.00
per day in cash, for each day beyond the Deadline that the
Company fails to deliver such Common Stock.
to Section 1.9 of the Note, at any time during the period
beginning on the Issue Date and ending on the date which is one
hundred and eighty (180) days following the Issue Date
(Redemption Date), the Company shall redeem the outstanding
balance on this Note in full. Company shall make payment to the
Purchaser of an amount in cash (the Redemption Amount) equal to
the Redemption Factor (as defined below), multiplied by the sum
of: (w) the then outstanding principal amount of this Note plus
(x) accrued and unpaid interest on the unpaid principal amount of
this Note to the Redemption Deadline plus (y) Default Interest,
if any, on the amounts referred to in clauses (w) and (x) plus
(z) any amounts owed to the Purchaser to Sections 1.3 and 1.4(g)
of the Note. Failure to pay the Redemption Amount shall not be
considered an Event of Default under the Note. The Redemption
Factor shall equal 150% percent, provided that such Prepayment
factor shall equal 135% if the Redemption Date occurs on or
before the date which is 90 days following the Issue Date.
So long as the Company shall have any obligation under the Note,
| i. |
the Company shall not without the Purchasers written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions to any share Purchasers rights plan which is approved by a majority of the Companys disinterested directors. |
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| ii. |
the Company shall not without the Purchasers written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares. |
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| iii. |
the Company shall not, without the Purchasers written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. |
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| iv. |
the Company shall not amend its charter documents, including without limitation its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Purchaser. |
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| v. |
The Company shall not change its transfer agent without the prior written consent of the Purchaser. Any resignation by the transfer agent without a replacement transfer agent consented to by the Purchaser prior to such replacement taking effect shall constitute an Event of Default hereunder. |
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.
As set forth in the SPA, in the event that at any time on or
prior to the date which is six months following the Closing Date,
the Company desires to borrow funds, raise additional capital
and/or issue additional promissory notes, whether convertible
into shares of securities of the Company or otherwise (a
Prospective Financing), the Purchaser shall have the right of
first refusal to participate in the Prospective Financing, and
the Company shall provide written notice containing the terms of
such Prospective Financing (the ROFR Notice) to the Purchaser
prior to effectuating any such transaction, provided that this
right shall not apply to any transaction (a) in which the Company
receives more than $250,000.00 of net proceeds in a single
transaction; or (b) that does not involve the issuance of any
securities which are directly or indirectly convertible,
exercisable or exchangeable into or for capital stock of the
Company. The ROFR Notice shall specify all of the key terms of
the Prospective Financing, including, but not limited to, the
proposed investment amount, the proposed rate of interest, the
proposed conversion price, the proposed term of the investment,
the type and number of securities to be sold and any and all
other relevant terms, each as applicable. Upon Purchasers receipt
of the ROFR Notice, Purchaser shall have the exclusive right to
participate in such Prospective Financing(s), upon the terms
specified in the ROFR Notice, by sending written notice to the
Company within seven (7) business days after Purchasers receipt
of the ROFR Notice. In the event Purchaser fails to exercise its
right of first refusal with respect to an ROFR Notice within the
time set forth above, Purchaser shall be deemed to have waived
its right of first refusal with respect to such Prospective
Financing, provided that it shall retain such right with respect
to any future Prospective Financing. Notwithstanding anything
contained herein, the Company shall not furnish any material
non-public information concerning the Company without the
Purchasers prior written consent, and shall initially only
indicate to the Purchaser that the Company contemplates a
financing. Notwithstanding anything contained herein, in no event
shall the Purchaser be entitled to purchase any securities which
would cause the sum of (1) the number of shares of Common Stock
beneficially owned by the Purchaser and its affiliates (other
than shares of Common Stock which may be deemed beneficially
owned through the ownership of the unconverted portion of the
Note or the unexercised or unconverted portion of any other
security of the Company subject to a limitation on conversion or
exercise analogous to the limitations contained herein) and (2)
the number of shares of directly or indirectly purchasable under
this Section, to exceed 4.9% of the outstanding shares of Common
Stock.
Future Financings. Until such time as the Purchaser no longer
holds the Note, in the event the Company issues or sells any
shares of Common Stock or securities directly or indirectly
convertible into or exercisable for Common Stock (Common Stock
Equivalents) or amends the transaction documents relating to any
sale or issuance of Common Stock or Common Stock Equivalents, if
the Purchaser reasonably believes that the terms and conditions
thereunder are more favorable to such investors as the terms and
conditions granted to the Purchaser to the Note and the SPA (the
Transaction Documents), upon notice to the Company by such
Purchaser, the Transaction Documents shall be deemed
automatically amended so as to give the Purchasers the benefit of
such more favorable terms or conditions.
The foregoing description of the terms of the SPA and the Note,
do not purport to be complete and is qualified in its entirety by
the complete text of the documents attached as, respectively,
Exhibits 10.1, and 10.2 to this Current Report on Form 8-K.
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) |
Exhibits |
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10.1 |
Securities Purchase Agreement with EMA Financial, LLC dated |
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10.2 |
10% Convertible Note in the principal amount of $168,500 |
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 00.0000 at 0.0189 with shares trading hands.