Infinite Group, Inc. (OTCMKTS:IMCI) Files An 8-K Entry into a Material Definitive Agreement

Infinite Group, Inc. (OTCMKTS:IMCI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

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The information required by this item is stated in Item 2.03 which is 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

On July 18, 2017, Infinite Group, Inc. (“IGI” or "the Company") entered into an unsecured line of credit financing agreement (the “Agreement”) with Andrew Hoyen, its Chief Operating Officer. The Agreement was approved by the Board of Directors (the “Board”). The Agreement provides for working capital to IGI of up to $100,000 through July 31, 2022. Borrowings bear interest at 6%. The interest rate is adjusted annually, on January 1st of each year, to a rate equal to the prime rate in effect on December 31st of the immediately preceding year, plus one and one quarter percent, and in no event, shall the interest rate be less than 6% per annum. Interest is payable quarterly.

The outstanding principal amount is due and payable July 31, 2022, subject to acceleration by the lender upon (i) failure of IGI to pay any amount within 20 business days following the lender’s written notice of default and demand; (ii) IGI’s dissolution or liquidation; (iii) the voluntary or involuntary bankruptcy of IGI or the appointment of a receiver for it or for any of its property or similar events; or (iv) the entry against IGI of a judgment, which is not paid in accordance with its terms, satisfied, discharged, stayed or bonded within 90 days.

As payment of an origination fee under the Agreement, IGI granted Mr. Hoyen a stock option to purchase 400,000 shares of IGI's common stock, par value $.001 per share, at an exercise price of $.04 (four cents) per share. Such option becomes fully vested and exercisable on July 31, 2017.

On July 18, 2017, IGI borrowed $30,000 under the Agreement with proceeds to be used for working capital.

The foregoing summary of the Agreement is qualified in its entirety by reference to the Line of Credit and Note Agreement which is attached as Exhibit 10.1 hereto.

Section 3 – Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities

The information required by this item is stated in Items 2.03 and 5.02 which are incorporated herein by reference.

The securities were acquired for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof, and contain customary restrictions on transfer. The issuances of the securities are exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereunder, as a transaction by an issuer not involving any public offering.

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 18, 2017, the Board appointed Andrew Hoyen, its Chief Operating Officer, to the Board, filling an existing vacancy on the Board. There is no existing family relationship between Mr. Hoyen and any director or other executive officer of IGI.

In connection with this appointment, on July 18, 2017, the Board granted Mr. Hoyen an option to purchase 100,000 shares of IGI common stock, par value $.001 per share, at an exercise price of at $.04 (four cents) per share which was immediately vested.

10.1

Line of Credit and Note Agreement between the Company and Andrew Hoyen dated July 18, 2017

10.2

Stock option agreement between the Company and Andrew Hoyen dated July 18, 2017 for 400,000 common shares

10.3

Stock option agreement between the Company and Andrew Hoyen dated July 18, 2017 for 100,000 common shares


INFINITE GROUP INC Exhibit
EX-10.1 2 exhibit101.htm MATERIAL CONTRACTS Blueprint Exhibit 10.1   LINE OF CREDIT NOTE AND AGREEMENT     Between Infinite Group,…
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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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