Ipsidy Inc. (OTCMKTS:IDGS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On February 9, 2016, Ipsidy Inc. (f/k/a ID Global Solutions
Corporation (the Company) entered into a Share Exchange Agreement
with Fin Holdings, Inc. , a Florida corporation (FIN), and all of
the FIN shareholders (the FIN Shareholders), to which the Company
agreed to acquire 100% of the issued and outstanding shares of
FIN (the FIN Shares) and FIN’s two wholly-owned subsidiaries, ID
Solutions, Inc. and Cards Plus Pty Ltd. (collectively, the
Subsidiaries), from the FIN Shareholders. In consideration for
the FIN Shares, the Company issued and sold to the FIN
Shareholders an aggregate of 22,500,000 shares of common stock of
the Company (the Purchase Shares) at a per share price of $0.40
or $9,000,000 in shares of common stock of the Company. The
closing occurred on February 10, 2016.
The Purchase Shares were offered and sold by the Company in a
securities purchase transaction made in reliance upon exemptions
from registration to Section 4(2) under the Securities Act of
1933 (the Securities Act) and/or Rule 506 promulgated under the
Securities Act. The FIN Shareholders are accredited investors as
defined in Rule 501 of Regulation D promulgated under the
Securities Act.
The foregoing information is a summary of each of the agreements
involved in the transactions described above, is not complete,
and is qualified in its entirety by reference to the full text of
those agreements, each of which is attached an exhibit to this
Current Report on Form 8-K.Readers should review those agreements
for a complete understanding of the terms and conditions
associated with this transaction.
The following are overviews of the Subsidiaries:
ID Solutions, Inc.
ID Solutions, Inc’s focus is on the Biometric Integrity
Solutions market and is a tier one AFIS (Automates Fingerprints
Identification System) provider with 15 years of proven
technology, experience and market presence. ID Solutions
maintains proprietary fingerprint matching algorithms and ranks
among the top five companies in NIST and MINEX (a US Government
Test Standards Program) in competitive testing for accuracy and
speed of fingerprint matching algorithms. The companys technology
platform has been developed for maximum scalability and
reliability and its products offer a full portfolio of software
elements and solutions for enrollment, verification, 1:1, 1:few
and 1:N backend matching. The company has also developed a robust
middleware solution capable of providing complete civil AFIS
functionality for Electoral, National Registry and other
government fingerprint solutions. The company’s middleware
solution also offers the flexibility to implement these AFIS
solutions utilizing transaction-billing methodology. This system
can provide full audit reports and subsequent billing on
transactions run through its system.
Cards Plus Pty Ltd.
Cards Plus Pty Ltd. is a complete card production and
personalization facility for plastic loyalty, ID and other types
of cards. The company utilizes the latest digital printing
technology from Hewlett Packard and has a capacity to produce
approximately 180,000 cards per day. The company also uses and
resells desktop personalization machines and consumables from
Matica, NBS Technologies and Data-card and is continually looking
to expand and broaden its product offering.
The Subsidiaries generate an aggregate average annual revenue of
approximately $2,000,000.
Item 9.01Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Audited Financial Statements of ID Solutions, Inc. for the years
ended February 28, 2015 and 2014 (1)
Audited Financial Statements of Cards Plus (Pty) Ltd.
Note FIN Holdings is an entity with no activity and a separate
audit was not completed.
(b) Proforma Financial Information
Proforma Financial Information for ID Solutions, Inc., Cards Plus
Pty, LTD and Ipsidy Inc. (formerly known as ID Global Solutions
Corporation
| (1) |
The audited financial statements for Cards Plus Pty Ltd. to be filed by amendment. |
| (2) |
The audited financial statements of ID Solutions, Inc. filed by amendment. |
(d) Index of Exhibits
| Exhibit Number | Description | |
| 10.1 |
Share Exchange Agreement by and between ID Global Solutions Corporation, Fin Holdings, Inc. and the Fin Holdings, Inc. shareholders (1) |
|
| 99.1 |
Audited Financial Statements of ID Solutions, Inc. for the years ended February 28, 2015 and 2014 |
|
| 99.2 |
Audited Financial Statements of Cards Plus (Pty) Ltd. for the year ended December 31, 2015 and 2014 |
|
| 99.3 |
Proforma Financial Information for ID Solutions, Inc., Cards Plus (Pty) Ltd. and Ipsidy Inc. |
|
| 99.4 |
Unaudited Financial Statements for ID Solutions, Inc. for the nine months ended November 30, 2015 and 2014 |
| (1) |
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 12, 2016. |
About Ipsidy Inc. (OTCMKTS:IDGS)
Ipsidy Inc., formerly ID Global Solutions Corporation, together with its subsidiaries, is a provider of biometric identification, identity management and electronic transaction processing services. The Company offers solutions for fingerprint-based identity management and electronic transaction processing. It offers technologies that are intended to provide solutions in the areas, including Identity Management, such as handheld identification devices and biometric finger print matching algorithms and associated software applications; Payment Processing, which includes multi-factor out of band authentication platform software and services, and a multi-application electronic transaction software platform with open and closed loop payment application capability. It provides biometric identification services to government and public sector organizations, seeking to verify and manage identities for a range of security purposes, such as issuing identity cards and exercise of rights. Ipsidy Inc. (OTCMKTS:IDGS) Recent Trading Information
Ipsidy Inc. (OTCMKTS:IDGS) closed its last trading session up +0.056 at 0.300 with 28,100 shares trading hands.