INFINITE GROUP, INC. (OTCMKTS:IMCI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
On August 31, 2020, Infinite Group, Inc. (“IGI” or the “Company”) finalized a Consolidation and Modification Agreement (“CAMA”) with Dr. Allan Robbins (“Lender”). The CAMA was approved by the Board of Directors (the “Board”). The information required by this item is stated in Item 2.03, Item 3.02 and Item 8.01, which are incorporated herein by reference.
Section 2 – Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of Registrant
As of August 24, 2020, in connection with the CAMA, the Company entered into a Promissory Note agreement dated August 24, 2020 (the “Note”) with the Lender. The Note represents the negotiated amount owed due to the Lender after a payment in the amount of $550,000 was made to settle previous notes (“Previous Notes”) held by the Lender. The principal amount of the new Note is $166,473. The Note will mature in 48 months from the date of the Note. The interest rate on the Note is fixed at 6.00% and the interest only payments are due bi-annually. In consideration of the mutual covenants set forth in the CAMA, IGI issued the Lender an option to purchase 500,000 shares of its common stock at an exercise price of $.05, all of which were vested immediately.
The foregoing summary of the CAMA and the Note are qualified in their entirety by reference to the CAMA and the Note which are attached as Exhibit 10.1 and 10.2 respectively hereto.
Section 3 – Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities
On August 24, 2020, in connection with the CAMA, the Company issued the Lender an option to purchase a total of 500,000 common shares of the Company’s common stock at an exercise price of $.05 per share. The option vested immediately and shall expire on August 24, 2024.
The foregoing summary of the Stock Option Agreement is qualified in its entirety by reference to the Stock Option Agreement which is attached as Exhibit 10.3 hereto.
Section 8 – Other Events
Item 8.01. Other Events
On August 31, 2020, in connection with the CAMA, the Company made a payment of $550,000 to the Lender to settle Previous Notes with the Lender. These Previous Notes included conversion rights into common stock of IGI in the amount of 11,677,594 shares. All rights under the Previous Notes have been fully released as of the date of the CAMA.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
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INFINITE GROUP INC Exhibit
EX-10 2 exhibit101.htm MATERIAL CONTRACTS exhibit101 Exhibit 10.1 CONSOLIDATION AND MODIFICATION AGREEMENT (“CAMA”) This CAMA is made this 24th day of August,…
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About INFINITE GROUP, INC. (OTCMKTS:IMCI)
Infinite Group, Inc. (IGI) provides information technology (IT) solutions to small and medium sized businesses (SMBs), government agencies and commercial enterprises. The Company operates in the field of IT consulting services segment. It provides cloud computing; managed services that include managing operations and implementing programs in server management; remote desktop and remote server monitoring and remediation; help desk and call center services; third-party data storage; cyber security services, and project management. It provides cloud computing solutions that include public and private cloud architectures along with hybrid scalable cloud hosting, server virtualization and desktop virtualization solutions. In addition, it provides IT solutions that address mobility and unified communications. Its cybersecurity practice provides information security services, including internal and external security assessments, and recommended solutions.
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