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): June 13, 2016
BLOW & DRIVE INTERLOCK CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-55053 | 46-3590850 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
137 South Robertson Boulevard, Suite 129
Beverly Hills, CA 90211
(Address of principal executive offices) (zip code)
(818) 299-0653
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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:
[ ] 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))
SECTION 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On June 14, 2016, we received $17,500 from LGL, LLC, a Colorado limited liability company (“LGL”) and a non-affiliate of the company, under a Common Stock Purchase Agreement entered into between us and LGL. Under the terms of the Common Stock Purchase Agreement, LGL acquired 70,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for the $17,500. LGL received an additional 30,000 shares of our common stock, restricted in accordance with Rule 144, under a Notice of Conversion whereby LGL converted $7,500 due and owing to it under a Convertible Promissory Note dated August 7, 2015. The 100,000 shares of common stock were issued to LGL on or about June 15, 2016. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. LGL is sophisticated, familiar with our operations, and there was no solicitation.
On June 13, 2016 and June 14, 2016, we received an aggregate of $81,000 from three non-affiliate investors, under separate stock purchase agreements with those investors. Under the terms of the stock purchase agreements, we agreed to issue the investors an aggregate of 620,000 shares of our common stock at a per share price of $0.09 to $0.15 per share. These shares were issued with a restrictive legend in accordance with Rule 144. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The investors were sophisticated, familiar with our operations, and there was no solicitation.
Item 7.01 Regulation FD Disclosure.
On May 9, 2016, we issued a press release announcing we received an invitation from the State of New York Division of Criminal Justice Services to apply to be one of the State’s approved providers of ignition interlock devices. A copy of the press release is furnished with this Current Report as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| 99.1 | Press release dated May 9, 2016 issued by Blow & Drive Interlock Corporation, announcing invitation from the State of New York Division of Criminal Justice Services to apply to be one of the State’s approved providers of ignition interlock devices. |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 17, 2016 | Blow & Drive Interlock Corporation | |
| a Delaware corporation | ||
| /s/ Laurence Wainer | ||
| By: | Laurence Wainer | |
| Its: | Chief Executive Officer and Chief Financial Officer | |
| 3 |
NY State Division of Criminal Justice Services Invites BDIC
BEVERLY HILLS, CA—(Marketwired - May 9, 2016) - Blow and Drive Interlock Corporation’s (OTCQB: BDIC) is proud to announce that the Company has received an invitation from the New York State Division of Criminal Justice Services to service New York State’s Ignition Interlock Monitoring Program.
On April 28, 2016 New York State suspended one of its 4 State approved providers of ignition interlocks.
Representatives of the New York State Division of Criminal Justice Services reached out to Blow and Drive Interlock inquiring if the Company would like join their exclusive group of ignition interlock device manufacturers who are in possession of a 2013 NHTSA certification of Breath Alcohol Detection Devices allowed for use in evidentiary and administrative programs throughout New York State.
“We just received the formal written application for a three-year minimum service agreement and we are working very hard on completing the 146-page application. I guarantee it will be submitted by the May 26, 2016 deadline and I am confident that we will exceed New York State’s expectations for ignition interlock companies,” said Laurence Wainer, CEO of Blow & Drive Interlock Corp. The N.Y.D.C.J.S. will suspend the application process during the pendency of this RFA, and until such time that any new contracts are awarded.
New York State installed approximately 25,000 ignition interlock devices between August 2010 and September 2015. “This represents, according to our preliminary analysis, a hypothetical market potential of approximately $5.9 million on an annual basis to our company,” said Mr. Wainer.
New York state passed what is commonly referred to as “Leandra’s Law.” Amongst its key provisions is a requirement that offenders convicted of relevant crimes install and maintain a functioning ignition interlock device in any motor vehicle owned or operated by such person for up to five years.
The BDI-747 is the only wireless Alcohol Ignition Interlock currently available and as far as we know are the only Company in the industry to offer our customers a FREE mail in calibration program, where permitted by state law.
With service centers in California, Oregon, Kentucky, Texas, Arizona, Tennessee and Kansas we believe we are well on our way to becoming a nationwide manufacturer and provider of alcohol detection equipment and increasing our presence in all facets of home and auto based criminal release monitoring programs. We are focused on increasing market penetration and building a nationwide criminal offender monitoring company for Offenders of all types, including parolees on house arrest. Research companies such as Forbes and Bloomberg, are estimating the Breath Alcohol Detection market alone will reach anywhere from $1.1 Billion to $3.2 Billion a year by 2018-20.
For more information on Blow & Drive Interlock’s distributor opportunity program, please visit www.blowanddrive.com or call 877-238-4492.
FORWARD-LOOKING DISCLAIMER
This report may contain certain forward-looking statements and information. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of mentioned company to be materially different from the statements made herein.
Contact:
Blow & Drive Interlock
Laurence Wainer
Phone: (877) 238-4492
Email: info@blowanddrive.com