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EX-4.2 - EXHIBIT 4.2 - Ipsidy Inc.s102409_ex4-2.htm
EX-4.3 - EXHIBIT 4.3 - Ipsidy Inc.s102409_ex4-3.htm
EX-4.1 - EXHIBIT 4.1 - Ipsidy Inc.s102409_ex4-1.htm
EX-4.4 - EXHIBIT 4.4 - Ipsidy Inc.s102409_ex4-4.htm



Washington, D.C. 20549








Date of Report (Date of earliest event reported): December 22, 2015


ID Global Solutions Corporation

(Exact name of registrant as specified in its charter)


Delaware 000-54545 46-2069547
(State or Other Jurisdiction of Incorporation) (Commission File Number)  (IRS Employer Identification Number)


160 East Lake Brantley Drive, Longwood, Florida 32779

(Address of principal executive offices) (zip code)



(Registrant's telephone number, including area code)


Copies to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

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):


☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant

Item 3.02 Unregistered Sales of Equity Securities


On December 22 through December 28, 2015, ID Global Solutions Corporation (the “Company”) entered into and closed Securities Purchase Agreements with several accredited investors (the "2015 Accredited Investors") pursuant to which the 2015 Accredited Investors invested $850,000 (the "Offering") into the Company in consideration of Promissory Notes (the "Notes") and common stock purchase warrants (the "Warrants") to acquire an aggregate of 1,770,832 shares of common stock. The Warrants are exercisable for a period of five years at an exercise price of $0.48. The Notes bear interest of 12% and are payable one year from the date of issuance. The Notes are secured by pro-rata pledges of 10,000,000 issued and outstanding shares of common stock of the Company held by the Company's Chief Executive Officer, Thomas R. Szoke, pursuant to stock pledge agreements entered into between the 2015 Accredited Investors and Mr. Szoke. Prior to the maturity dates of the Notes, the 2015 Accredited Investors may elect to convert the interest accrued on the Notes into shares of common stock of the Company at a conversion rate of $0.48 per share (the “Interest Conversion Price”), provided, however, that upon the closing of the next financing following the closing of the Offering in which the Company sells shares of common stock or securities that are convertible into shares of common stock in excess of $5,000,000 (the "Subsequent Financing"), the Interest Conversion Price will be adjusted to equal such price per share or conversion price utilized in such Subsequent Financing, provided, however, that in no event will the Interest Conversion Price be increased and such adjustment to the Interest Conversion Price will be a one-time event.


As of the date hereof, the Company is obligated on Notes in the principal amount of $850,000 in connection with the Offering. The Notes are a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.


The above offers and sales of the securities were made to accredited investors and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regards to the sales. No advertising or general solicitation was employed in offerings the securities. The offers and sales were made to accredited investors and transfer of the securities was restricted by the Company in accordance with the requirements of the Securities Act of 1933.


Item 9.01  Financial Statements and Exhibits



Exhibit No. Description




Form of Securities Purchase Agreement by and between ID Global Solutions Corporation and the 2015 Accredited Investors



Form of Stock Pledge Agreement by and between ID Global Solutions Corporation and the 2015 Accredited Investors



Form of 12% Promissory Note issued to the 2015 Accredited Investors



Form of Common Stock Purchase Warrant issued to the 2015 Accredited Investors





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.


ID Global Solutions Corporation

Date: December 29, 2015   By:/s/Thomas R. Szoke
    Name: Thomas R. Szoke
    Title: Chief Executive Officer