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 1, 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.) |
1080 S. La Cienega Blvd., #304
Los Angeles, CA 90035
(Address of Principal Executive Offices) (Zip Code)
(877) 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 1 — REGISTRANT’S BUSINESS AND OPERATIONS
| Item 1.01 | Entry into a Material Definitive Agreement.
On August 10th, 2016 we entered into a material definitive agreement with Abraham Summers. As per the agreement, Abraham Summers is being appointed to serve as our company’s Chief Financial Officer. Summers has a background in applied microeconomics and administration. He brings over a decade of experience in early stage, high-growth ventures and has been a guest lecturer at Columbia Law School on the subject of entrepreneurship. Gnosiis International will further be providing consulting on matters relating to our Company’s efforts to up-list our publicly trading shares to a national exchange with a focus on strengthening our company’s internal controls and procedures. Compensation to Gnosiis will be paid in shares of our common stock vested at the end of each financial quarter as per the terms their agreement. Gnosiis being granted the right to appoint Abraham to our Board of Directors at such time when we form our Board. These additional resources are valuable, as it will be freeing up our CEO Mr. Wainer’s time and resources to focus on increasing the company’s marketshare, which is his primary strength. Mr. Wainer’s experience and time is increasingly, and more specifically, being needed to focus on building out the infrastructure of our criminal offender monitoring business nationwide. This agreement is further guided by the advice our auditors, who have recommended we separate the CEO and CFO responsibilities, in accordance with Rule 13(a)-15 of the Securities and Exchange Act of 1934. There will now be more than one officer in charge of internal controls. With increasingly scaling revenues, we believe it is appropriate to appoint a separate CFO to be taking responsibility over our internal finances, separate and apart from the CEO. |
| Item 1.02 | Termination of a Material Definitive Agreement. |
| Item 1.03 | Bankruptcy or Receivership. |
SECTION 2 — FINANCIAL INFORMATION
| Item 2.01 | Completion of Acquisition or Disposition of Assets.
|
| Item 2.02 | Results of Operations and Financial Condition. |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
| Item 2.05 | Costs Associated with Exit or Disposal Activities. |
| Item 2.06 | Material Impairments. |
SECTION 3 — SECURITIES AND TRADING MARKETS
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
| Item 3.02 | Unregistered Sales of Equity Securities. |
| Item 3.03 | Material Modification to Rights of Security Holders. |
SECTION 4 — MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.01 | Changes in Control of Registrant. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. We are appointing Abraham Summers to serve as the Chief Financial Officer of our company. |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
| Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
| Item 5.06 | Change in Shell Company Status. |
SECTION 6 — ASSET-BACKED SECURITIES
| Item 6.01 | ABS Informational and Computational Material. |
| Item 6.02 | Changes in Servicer or Trustee. |
| Item 6.03 | Change in Credit Enhancement or Other External Support. |
| Item 6.04 | Failure to Make a Required Distribution. |
| Item 6.05 | Securities Act Updating Disclosure. |
SECTION 7 — REGULATION FD
| Item 7.01 | Regulation FD Disclosure. |
SECTION 8 — OTHER EVENTS
| Item 8.01 | Other Events. |
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. |
| (a) Financial statements of businesses acquired. | |
| (b) Pro forma financial information. | |
| (c) Shell company transactions. | |
| (d) 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.
| Blow & Drive Interlock, Corp. | ||
| By | /s/ Laurence Wainer | |
| Name: | Laurence Wainer | |
| Title: | Chief Executive Officer | |
Date: August 4, 2016
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 1 | Memorandum of Understanding – Blow & Drive Interlock and Gnosiis International |
Memorandum of Understanding
Blow & Drive Interlock Corp.
&
Gnosiis International, LLC
This binding Memorandum of Understanding is entered into on August 10, 2015 by and between Gnosiis International, LLC, a Wyoming entity, (hereinafter referred to as “GNOSIIS”) and Blow & Drive Interlock Corporation, a Delaware entity, hereinafter referred to as (“BDIC”) for the purpose of developing business and economics of BDIC. The parties enter into this Memorandum with the intention of it serving as an interim binding arrangement while the parties work toward a more formal long-form agreement.
NOW THEREFORE, for valuable consideration mutually agreed upon throughout this agreement, the parties hereto, intending to be legally bound, do hereby promise and agree as follows:
1) The term of this Memorandum shall begin at execution and continue through August 1, 2017. After this date, the parties may mutually agree to continue with these terms on a month-to-month basis.
2) Essentially, the spirit behind this Memorandum is one of mutual trust and confidence and the reliance on each other to do what is fair and equitable. It is recognized that GNOSIIS is working entrepreneurially with BDIC. The parties agree that GNOSIIS will be entitled to compensation.
3) GNOSIIS will appoint its Managing Member, Abraham Summers (“Summers”), as the direct point of contact to BDIC’s CEO/CFO, Laurence Wainer (“Laurence”). Summers will be available to assist Laurence with project management relating to Laurence’s CFO functions. GNOSIIS will be available at its own time and offices to provide assistance to Summers. It will be the responsibility of GNOSIIS to make Summers available to BDIC and work out arrangements with Summers to that effect.
4) At such time of BDIC’s choosing, but within 45 days of executing this Memorandum, BDIC will hire Summers as the CFO for BDIC for a monthly rate of $1,200 until such time that funds increasingly become available. BDIC will provide Summers with industry-standard Directors and Officers Insurance. At such time if/when BDIC provides health insurance to its executives, then BDIC will provide such health insurance to Summers and his family/dependents and benefits commensurate with that of BDIC’s other officers and executives.
5) BDIC will compensate GNOSIIS with stock in BDIC. GNOSIIS shall receive 750,000 shares. The shares will be vesting incrementally at the end of each financial quarter from the date of execution. BDIC shares to GNOSIIS will be vested in increments of 187,500 shares at the end of each financial quarter from the date of execution of this agreement and for the terms of this engagement only. GNOSIIS will also be entitled to one seat on BDIC’s Board of Directors (at such time when a Board is structured).
| BDIC & GNOSIIS MOU | Page 1 of 2 | Initials: |
6) It is recognized that there is an outstanding Finder Agreement between GNOSIIS and BDIC. This Paragraph #5 supersedes that Finders Fee in so much that GNOSIIS will not be entitled to one share for every dollar raised in additional to the BDIC shares.
7) If at anytime during the term of this Memorandum it becomes clear to BDIC that GNOSIIS and/or Summers is not adequately performing, than BDIC may terminate this Memorandum and/or Agreement. BDIC shall first give GNOSIIS and Summers thirty (30) days written notice to perform or terminate this arrangement. Upon completion of the 30 days period, if Summers and GNOSIIS have not rectified the situation and are not performing to reasonable expectations, then BDIC may terminate this Memorandum and the vesting schedule will terminate with no further compensation to GNOSIIS.
8) BDIC will fully indemnify GNOSIIS and Summers from any and all actions resulting from their efforts relating to this Memorandum. BDIC will vigorously defend GNOSIIS and/or Summers at the expense of BDIC. The parties agree to enter into a separate Indemnity Agreement(s) within three (3) days of execution of this Memorandum.
9) BDIC will pay transfer agent expenses relating to GNOSIIS receiving compensation of BDIC shares including.
10) The parties agree to reasonable Confidentiality, Non-Circumvention, and Non-Solicitation. The parties will not interfere with the others business, recruit employees or contractors of the other party, or disclose sensitive information with out prior approval of the other party. This is in keeping with the spirit of trust and confidence mentioned in paragraph #2.
11) Should Summers and/or GNOSIIS incur reasonable expenses relating to their efforts then BDIC will cover those reasonable expenses related to performing under this Memorandum (such as travel).
12) These terms are just general in nature, both parties will appoint counsel and agree to be negotiating commercially reasonable and long-form style contractual agreements to more comprehensively formalize this memorandum upon the of signing this memorandum in a practical fashion.
Signed, acknowledged, and legal accepted as binding:
| /s/ Laurence Wainer | /s/ Abraham Summers | |
| Blow & Drive Interlock, Corp | Gnosiis International, LLC |
| BDIC & GNOSIIS MOU | Page 2 of 2 | Initials: |