Current Report Filing (8-k)
November 23 2020 - 1:52PM
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): November 17,
2020
INFINITE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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0-21816
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52-1490422
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(State
or other jurisdictionof incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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175
Sully’s Trail, Suite 202
Pittsford, New York 14534
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code:
(585) 385-0610
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(Former
name or former address, if changed since last report)
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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:
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1 – Registrant’s Business and
Operations
Item 1.01. Entry into a Material
Definitive Agreement
On
November 17, 2020, Infinite Group, Inc. (“IGI” or the
“Company”) approved a Modification to a Promissory Note
originally dated December 31, 2003 (“NWHH Note”) with
Northwest Hampton Holdings, LLC (“Lender”). The NWHH
Note was approved by the Board of Directors (the
“Board”). The information required by this item is
stated in Item 2.03 and Item 3.02, 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
On
November 17, 2020, the Company entered into a Modification to a
Promissory Note agreement originally dated December 31, 2003
(“Modification”) with the Lender. The Modification
extends the due date of the NWHH Note to January 1, 2022 In
consideration pursuant to the Modification, IGI issued the Lender
an option to purchase 250,000 shares of its common stock at an
exercise price of $.12, all of which were vested
immediately.
The
foregoing summary of the Modification are qualified in its entirety
by reference to the Modification which are attached as Exhibit 10.1
hereto.
Section 3 – Securities and Trading Markets
Item 3.02. Unregistered Sales of
Equity Securities
On
November 17, 2020, in connection with the Modification, the Company
issued the Lender an option to purchase a total of 250,000 common
shares of the Company’s common stock at an exercise price of
$.12 per share. The option vested immediately and shall expire on
November 16, 2025.
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 10.2 hereto.
Section 9 – Financial
Statements and Exhibits
Item
9.01.
Financial
Statements and Exhibits
(d)
Exhibits
Exhibit
Number
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Description
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* * * *
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SIGNATURE
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 thereunto duly authorized.
Date: November 23, 2020
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INFINITE GROUP, INC.
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By:
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/s/ Andrew
Hoyen
Andrew Hoyen
President and Chief Operating Officer
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Infinite (CE) (USOTC:IMCI)
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