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RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2016
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

 

2016 transactions 

 

Acquisition of FIN

 

As discussed in Note 2, the Company acquired all of the issued and outstanding shares of FIN in February 2016. The Company’s Chief Operating Officer and a 1.7% shareholder in the Company was also a significant shareholder in FIN at the time of the acquisition.

 

Outstanding Indebtedness

 

As of December 31, 2016, the Company has an outstanding indebtedness due to a member of the Company’s Board of Directors. Total amounts due to this related party amounted to $190,000 at December 31, 2016.

 

Also, on December 31, 2016, the Company has an outstanding note payable to an officer and member of the Company’s Board of Directors. Total amount due was $13,609 at December 31, 2016. This note was repaid in April 2017. The related party also received 20,414 shares of Common Stock with a fair value of $2,041.

 

Other

 

In connection with the Company’s ability to secure third-party financing, the Company paid Network 1 Financial Securities, Inc. (“Network 1”), a registered broker-dealer, a cash fee and reimbursement of expenses totaling of $364,000 and issued Network 1 4,450,000 shares of common stock of the Company in accordance with its agreement during the year ended December 31, 2016. A member of the Company’s Board of Directors previously maintained a partnership with a key principal of Network 1. The agreement calls for Network 1 to receive an 8% commission of the total amount of proceeds from any financing it secures for the Company in addition to 8% in shares of common stock.

 

On August 10, 2016, the Company entered into a Letter Agreement (the “Amendment”) with Parity Labs, LLC (“Parity”), a company principally owned by Mr. Beck and his family, to amend the compensation section of that certain Advisory Agreement previously entered into between the Company and Parity on November 16, 2015 for the provision of strategic advisory services, to provide for the issuance to Parity of a common stock option (the “Parity Option”) to acquire 20,000,000 shares of common stock of the Company exercisable at $0.05 per share for a period of ten years. The Parity Option vested in entirety when Mr. Beck became Chief Executive Officer of Ipsidy, Inc. on January 31, 2017. The Company’s headquarters are located in Long Beach, New York where the Company currently leases private offices. The facilities are managed by Bridgeworks LLC, (“Bridgeworks”) a company providing office facilities to emerging companies, principally owned by Mr. Beck and his family. The arrangement with Bridgeworks LLC allows the Company to use offices and conference rooms for a fixed, monthly fee $4,500. Since 2014, Mr. Beck has served as managing member of Parity, and since 2015, as Chairman, a Member and co-founder of Bridgeworks. During 2016, the Company paid parity and Bridgeworks $147,078 and $6,750 for strategic advisory services and the use of facilities.

 

2015 transactions 

 

Revenues.

 

During the year ended December 31, 2015, the Company entered into a consulting and management agreement with ID Solutions, Inc., which is a related party. Certain members of the Company’s Board of Directors are also members of the Board for ID Solutions, Inc. Total revenues for the year ending December 31, 2015 amounted to $500,000.

 

Notes

 

Payable. On September 4, 2015, the Company entered into a Securities Purchase Agreement with a director of the Company, pursuant to which the director advanced $100,000 into the Company in consideration of a Secured Promissory Note (the “Director Note”) and a common stock purchase warrant to acquire an aggregate of 250,000 shares of common stock exercisable for a period of five years at an exercise price of $0.40. The Company repaid the $100,000 by the end of September 2015 (Note 6).

 

Convertible Notes Payable. 

 

As of December 31, 2015, the Company had outstanding amounts due via convertible notes payable to certain members of the Company’s Board of Directors. Total amounts due to these related parties amounted to $172,095 at December 31, 2015. Refer to Note 7 for terms of this convertible notes payable.

 

Other.

 

In connection with the Company’s ability to secure third-party financing, the Company paid Network 1 Financial Securities, Inc. (“Network 1”), a registered broker-dealer, cash fees and reimbursement of expenses totaling $294,400, and issued Network 9,946,667 shares of common stock of the Company in accordance with its agreement. A member of the Company’s Board of Directors previously maintained a partnership with a key principal of Network 1. In addition to the cash fee paid, the agreement calls for Network 1 to receive an 8% commission of the total amount of proceeds from any financing it secures for the Company. The proceeds are paid directly to Network 1 prior to the Company receiving the loans proceeds and amounted to $296,400 for the year ending December 31, 2015. These costs incurred to secure third party financing are included as deferred debt issuance costs and are presented within convertible notes payable, net and notes payable, net, in the accompanying consolidated balance sheets.