Amended Current Report Filing (8-k/a)
August 30 2016 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 10, 2016
ID Global Solutions Corporation
(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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160 East Lake Brantley Drive, Longwood,
Florida 32779
(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
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))
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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 10, 2016 through August 26, 2016,
ID Global Solutions Corporation (the “Company”) entered into and closed Subscription Agreements with several accredited
investors (the "August 2016 Accredited Investors") pursuant to which the August 2016 Accredited Investors purchased an
aggregate of 25,000,000
shares of the Company’s common stock
(the “2016 Subscription Shares”) for an aggregate purchase price of $1,250,000. In order to reduce the dilution as
a result of this private offering, certain shareholders of the Company including Thomas Szoke (CEO and a director), David Jones
(director) and others agreed to return to the Company 10,000,000 shares of common stock in the aggregate for cancellation
.
In connection with this private offering, the Company paid Network 1 Financial Securities, Inc. (“Network”),
a registered broker-dealer, a cash fee of $100,000 and issued Network 2,000,000 shares of common stock of the Company.
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(2) of 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 of 1933.
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
Exhibit No.
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Description
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4.1
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Form of Subscription Agreement by and between ID Global Solutions Corporation and the August 2016 Accredited Investors (1)
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(1) Incorporated by reference to the Form
8-K Current Report filed with the Securities Exchange Commission on August 16, 2016.
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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ID Global Solutions Corporation
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Date: August 30, 2016
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By:
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/s/Thomas R. Szoke
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Name: Thomas R. Szoke
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Title: Chief Executive Officer
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