tbuff_8k.htm
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): July 18,
2017
Infinite Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-21816
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52-1490422
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(State
or Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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175
Sully's Trail, Suite 202
Pittsford,
NY 14534
Registrant's telephone number, including area code:
585-385-0610
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section 1 – Registrant’s Business
and Operations
Item
1.01. Entry into a Material Definitive
Agreement
The
information required by this item is stated in Item 2.03 which is
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 July
18, 2017, Infinite Group, Inc. (“IGI” or "the Company")
entered into an unsecured line of credit financing agreement (the
“Agreement”) with Andrew Hoyen, its Chief Operating
Officer. The Agreement was approved by the Board of Directors (the
“Board”). The Agreement provides for working capital to
IGI of up to $100,000 through July 31, 2022. Borrowings bear
interest at 6%. The interest rate
is adjusted annually, on January 1st of each year, to a rate equal
to the prime rate in effect on December 31st of the immediately
preceding year, plus one and one quarter percent, and in no event,
shall the interest rate be less than 6% per annum.
Interest is payable quarterly.
The
outstanding principal amount is due and payable July 31, 2022,
subject to acceleration by the lender upon (i) failure of IGI to
pay any amount within 20 business days following the lender’s
written notice of default and demand; (ii) IGI’s dissolution
or liquidation; (iii) the voluntary or involuntary bankruptcy of
IGI or the appointment of a receiver for it or for any of its
property or similar events; or (iv) the entry against IGI of a
judgment, which is not paid in accordance with its terms,
satisfied, discharged, stayed or bonded within 90
days.
As
payment of an origination fee under the Agreement, IGI granted Mr.
Hoyen
a stock
option to purchase 400,000 shares of IGI's common stock, par value
$.001 per share, at an exercise price of $.04 (four cents) per
share. Such option becomes fully vested and exercisable on July
31,
2017.
On July
18, 2017, IGI borrowed $30,000 under the Agreement with proceeds to
be used for working capital.
The
foregoing summary of the Agreement is qualified in its entirety by
reference to the Line of Credit and Note Agreement which is
attached as Exhibit 10.1 hereto.
Section 3 – Securities and Trading
Markets
Item
3.02. Unregistered Sales of Equity
Securities
The
information required by this item is stated in Items 2.03 and 5.02
which are incorporated herein by reference.
The
securities were acquired for investment purposes only and not with
a view to, or for sale in connection with, any distribution
thereof, and contain customary restrictions on transfer. The
issuances of the securities are exempt from registration under the
Securities Act of 1933, as amended, by virtue of Section 4(a)(2)
thereunder, as a transaction by an issuer not involving any public
offering.
Section 5 – Corporate Governance and
Management
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On
July 18, 2017, the Board appointed Andrew Hoyen, its Chief
Operating Officer, to the Board, filling an existing vacancy on the
Board. There is no existing family relationship between Mr. Hoyen
and any director or other executive officer of IGI.
In connection with
this appointment, on July 18, 2017, the Board granted Mr. Hoyen an
option to purchase 100,000 shares of IGI common
stock, par value $.001
per share, at an exercise price of
at $.04
(four cents) per share which was immediately
vested.
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10.1
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Line of Credit and
Note Agreement between the Company and Andrew Hoyen dated July 18,
2017
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10.2
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Stock option
agreement between the Company and Andrew Hoyen dated July 18, 2017
for 400,000 common shares
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10.3
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Stock option
agreement between the Company and Andrew Hoyen dated July 18, 2017
for 100,000 common shares
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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By:
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/ s/ James
Villa
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James
Villa
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President and Chief
Executive Officer
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