Current Report Filing (8-k)
August 17 2018 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 15, 2018
(Exact
name of registrant as specified in its charter)
Delaware
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000-54545
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46-2069547
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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780
Long Beach Blvd., Long Beach, New York 11561
(Address
of principal executive offices) (zip code)
407-951-8640
(Registrant’s
telephone number, including area code)
Copies
to:
Stephen
M. Fleming, Esq.
Fleming
PLLC
30
Wall Street, 8
th
Floor
New
York, New York 10005
Phone:
(516) 833-5034
Fax:
(516) 977-1209
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
August 15, 2018, Ipsidy Inc. (the “Company”) entered into Subscription Agreements with several accredited investors
(the “August 2018 Accredited Investors”) pursuant to which the August 2018 Accredited Investors agreed to purchase
an aggregate of 64,071,998 shares of the Company’s common stock for an aggregate purchase price of approximately $9.6 million.
In connection with this private offering, the Company paid Network 1 Financial Securities, Inc. (“Network”), a registered
broker-dealer, a cash fee of approximately $630,000 and issued Network a common stock purchase warrant to acquire approximately
2,471,000 shares of common stock of the Company exercisable for a term of five years at an exercise price of $0.165.
The
offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon the exemptions
contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation
D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities.
The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common
stock issued was restricted by the Company in accordance with the requirements of 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.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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IPSIDY INC.
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Date: August 17, 2018
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By:
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/s/Stuart P. Stoller
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Name: Stuart P. Stoller
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Title: Chief Financial Officer
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