IMCI 8-K
INFINITE GROUP INC (IMCI)
8-K
2020-11-23
For: 2020-11-17
View Original
Added on
April 06, 2026
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): November 17,
2020
INFINITE GROUP, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
|
0-21816
|
|
52-1490422
|
|
(State
or other jurisdictionof incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
EmployerIdentification No.)
|
175
Sully’s Trail, Suite 202
Pittsford, New York 14534
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code:
(585) 385-0610
|
|
|
(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:
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
November 17, 2020, Infinite Group, Inc. (“IGI” or the
“Company”) approved a Modification to a Promissory Note
originally dated December 31, 2003 (“NWHH Note”) with
Northwest Hampton Holdings, LLC (“Lender”). The NWHH
Note was approved by the Board of Directors (the
“Board”). The information required by this item is
stated in Item 2.03 and Item 3.02, which are 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
November 17, 2020, the Company entered into a Modification to a
Promissory Note agreement originally dated December 31, 2003
(“Modification”) with the Lender. The Modification
extends the due date of the NWHH Note to January 1, 2022 In
consideration pursuant to the Modification, IGI issued the Lender
an option to purchase 250,000 shares of its common stock at an
exercise price of $.12, all of which were vested
immediately.
The
foregoing summary of the Modification are qualified in its entirety
by reference to the Modification which are attached as Exhibit 10.1
hereto.
Section 3 – Securities and Trading Markets
Item 3.02. Unregistered Sales of
Equity Securities
On
November 17, 2020, in connection with the Modification, the Company
issued the Lender an option to purchase a total of 250,000 common
shares of the Company’s common stock at an exercise price of
$.12 per share. The option vested immediately and shall expire on
November 16, 2025.
The
foregoing summary of the Stock Option Agreement is qualified in its
entirety by reference to the Stock Option Agreement which is
attached as Exhibit 10.2 hereto.
Section 9 – Financial
Statements and Exhibits
Item
9.01.
Financial
Statements and Exhibits
(d)
Exhibits
|
Exhibit
Number
|
Description
|
|
|
|
|
|
* * * *
* *
SIGNATURE
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 thereunto duly authorized.
|
Date: November 23, 2020
|
|
|
|
INFINITE GROUP, INC.
|
|
|
|
By:
|
|
/s/ Andrew
Hoyen
Andrew Hoyen
President and Chief Operating Officer
|
MODIFICATION AGREEMENT No. 6 TO
PROMISSORY
NOTES
This
MODIFICATION AGREEMENT is made as of November 17, 2020 between
Infinite Group, Inc., a Delaware corporation with offices at 175
Sully’s Trail Suite 202, Pittsford, NY 14534
(“Borrower”) and Northwest Hampton Holdings, LLC, a
New York limited liability company with an address at 308 Rock
Beach Road, Rochester, NY 14617
(“Lender”).
WHEREAS,
the Borrower has issued to Lender a note in the principal amount of
$203,323.70 dated December 31, 2003, which note has a principal
balance of $146,300.00 and an interest balance of $94,965.95 at
11/17/2020 (the “NWHH Note”); and
WHEREAS,
the parties desire to modify the terms and conditions of the NWHH
Note as follows:
NOW,
THEREFORE, the parties agree as follows:
1)
The Note is
modified to provide that the time at which the entire principal
balance and accrued and unpaid interest shall be due and payable is
January 1, 2022.
2)
Except as modified
by this Agreement, all of the terms, covenants and conditions of
the Notes shall remain the same.
3)
In consideration
for this extension the lender has agreed to issue the borrower
250,000 options with a 5-year term to purchase common stock of
Infinite Group Inc. exercisable at $0.12 (twelve cents) per
share.
In
witness whereof, Borrower and Lender have executed this Agreement
under the day and year first written above.
INFINITE
GROUP, INC.
__/s/ Andrew Hoyen___________________
By:
Andrew Hoyen, President
NORTHWEST
HAMPTON HOLDINGS, LLC
___/s/ James A. Villa________________________________
By:
James A. Villa, Sole Member
INFINITE
GROUP, INC.
Stock Option Agreement
(This
“Agreement”)
Dated:
November 17, 2020
(“Grant
Date”)
WHEREAS, Infinite Group, Inc., a
Delaware corporation (the “Company”) hereby desires to
compensate Northwest Hampton Holdings, LLC (the “Optionee”) with a fee pursuant to
the Company’s and the Optionee’s Modification agreement
dated November 17, 2020 (“Modification”);
and
WHEREAS, the Optionee desires modify the
due date of the Optionee’s Note dated December 31, 2003 to
January 1, 2022; and
WHEREAS, the Company and the Optionee
desire that the Optionee be compensated for originating the
Modification by the vesting of the options granted
hereby.
NOW THEREFORE, the Company and the
Optionee hereby agree as follows:
1.
Grant of Option.
The
Company hereby grants to the Optionee a stock option to purchase a
total of 250,000 shares of the Company's Common Stock, par value
$.001 per share (the “Common
Stock”), at $.12 (four cents) per share (the
“Exercise
Price”). Such option shall become fully vested and
exercisable on November 17, 2020.
2.
Term.
This
option shall expire on November 16, 2025 or such earlier date as
otherwise provided for herein (the “Termination Date”).
3.
Characterization of Options.
The
option granted pursuant to this Agreement is intended to constitute
a non-qualified option, subject to §83 of the Internal Revenue
Code of 1986, as amended (the “Code”).
4.
Exercise of Option.
(a)
Subject to earlier
termination or cancellation as provided in this Agreement, this
Option may be exercised at any time on or after the date hereof, in
whole or in part.
(b)
To the extent
vested prior to the Termination Date, this option shall be
exercisable by written notice of such exercise, in the form
prescribed by the Board of Directors of the Company (the
“Board”), to the
Secretary or Treasurer of the Company at its principal office. The
notice shall specify the number of shares of Common Stock for which
the option is being exercised (which number, if less than all the
shares then subject to exercise, shall be 100,000 or a multiple
thereof) and shall be accompanied by payment (i) in cash or by
check in the amount equal to the Exercise Price multiplied by the
number of shares to be purchased upon exercise, or (ii) in such
other manner as the Board shall deem acceptable. No shares shall be
delivered upon exercise of any option until all laws, rules and
regulations which the Board may deem applicable have been complied
with.
(c)
The Optionee shall
not be considered a record holder of the Common Stock issuable
pursuant to this Agreement for any purpose until the date on which
the Optionee is actually recorded as the holder of such Common
Stock in the records of the Company.
(d)
In the
event of death of the Optionee, this option may be exercised, to
the extent vested on the date of death, at any time within twelve
months following such date of death by the Optionee's estate or by
a person who acquired the right to exercise this option by bequest
or inheritance.
5.
Anti-Dilution Provisions.
(a)
If there is any
stock dividend, stock split, or combination of shares of Common
Stock, the number and amount of shares then subject to this option
shall be proportionately and appropriately adjusted; no change
shall be made in the aggregate purchase price to be paid for all
shares subject to this option, but the aggregate purchase price
shall be allocated among all shares subject to this option after
giving effect to the adjustment.
(b)
If there is any
other change in the Common Stock, including recapitalization,
reorganization, sale or exchange of assets, exchange of shares,
offering of subscription rights, or a merger or consolidation in
which the Company is the surviving corporation, an adjustment, if
any, shall be made in the shares then subject to this option as the
Board may deem equitable. Failure of the Board to provide for an
adjustment pursuant to this subparagraph prior to the effective
date of any Company action referred to herein shall be conclusive
evidence that no adjustment is required in consequence of such
action.
(c)
If the Company is
merged into or consolidated with any other corporation, or if it
sells all or substantially all of its assets to any other
corporation, then either (i) the Company shall cause provisions to
be made for the continuance of this option after such event, or for
the substitution for this option of an option covering the number
and class of securities which the Optionee would have been entitled
to receive in such merger or consolidation by virtue of such sale
if the Optionee had been the holder of record of a number of shares
of Common Stock equal to the number of shares covered by the
unexercised portion of this option, or (ii) the Company shall give
to the Optionee written notice of its election not to cause such
provision to be made and this option shall become exercisable in
full (or, at the election of the Optionee, in part) at any time
during a period of 20 days, to be designated by the Company, ending
not more than 10 days prior to the effective date of the merger,
consolidation or sale, in which case this option shall not be
exercisable to any extent after the expiration of such 20-day
period.
6.
Investment Representation; Legend on
Certificates.
7.
Non-Transferability.
This
option shall not be transferable by the Optionee other than by will
or by the laws of descent or distribution, and is exercisable
during the lifetime of the Optionee only by the
Optionee.
8.
Certain Rights Not Conferred by Option.
The
Optionee shall not, by virtue of holding this option, be entitled
to any rights of a stockholder in the Company.
9.
Expenses.
The
Company shall pay all original issue and transfer taxes with
respect to the issuance and transfer of shares of Common Stock
pursuant hereto and all other direct fees and expenses necessarily
incurred by the Company in connection therewith.
10.
Optionee’s Representation and Warranties.
Other Agreements. Optionee
represents and warrants that it has the full right and authority to
enter into this Agreement. Optionee further represents and warrants
that it is not obligated under any contract (including, but not
limited to, licenses, covenants or commitments of any nature) or
other agreement or subject to any judgment, decree or
order of any court or administrative agency which would conflict
with the obligation to use best efforts to perform hereunder or
which would conflict with the Company’s business and
operations as presently conducted or proposed to be conducted.
Neither the execution nor delivery of this Agreement, nor the
carrying on of the Company’s business will conflict with or
result in a breach of the terms, conditions or provisions of or
constitute a default under any contract, covenant or instrument to
which Optionee is currently a party or by which Optionee is
currently bound.
11.
Miscellaneous.
(a) No Implied Rights. In no event
shall this option be exercisable after the Termination Date.
Nothing herein shall be deemed to create any
employment.
(b) Notice. All notices and other
communications under this Agreement shall (a) be in writing (which
shall include communications by telecopy), (b) be (i) sent by
registered or certified mail, postage prepaid, return receipt
requested, by facsimile, or (ii) delivered by hand, (c) be given at
the following respective addresses and facsimile numbers and to the
attention of the following persons:
(i)
if to the Company
at:
Infinite Group,
Inc.
175
Sully’s Trail, Suite 202
Pittsford, NY
14534
Telephone: (585)
385-0610
Facsimile: (585)
385-0614
(ii)
if to Optionee, to
it at the address set forth below Investor’s signature on the
signature page hereof;
or at
such other address or facsimile number or to the attention of such
other person as the party to whom such information pertains may
hereafter specify for the purpose in a notice to the other
specifically captioned “Notice of Change of Address”,
and (d) be effective or deemed delivered or furnished (i) if given
by mail, on the fifth Business Day after such communication is
deposited in the mail, addressed as above provided, (ii) if given
by facsimile, when such communication is transmitted to the
appropriate number determined as above provided in this Section and
the appropriate answer back is received or receipt is otherwise
acknowledged, and (iii) if given by hand delivery, when left at the
address of the addressee addressed as above provided, except that
notices of a change of address, facsimile or telephone number,
shall not be deemed furnished, until received.
(c) Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of
the State of New York without reference to conflicts of law
principles. With respect to any matters that may be heard before a
court of competent jurisdiction, the parties consent to the
jurisdiction and venue of the courts of Monroe County, New York or
of any federal court located in the Western District of New
York.
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by their respective duly
authorized representatives.
INFINITE
GROUP, INC.
By:
__/s/ Richard
Glickman____________
Richard Glickman, VP Finance
Date: November 17,
2020
Regarding: Option
agreement dated November 17, 2020 for 250,000 shares of the
Company’s Common Stock, par value $.001 per share, at the
Exercise Price of $.12 per share, I accept the terms of this
agreement.
_/s/ James Villa________________________
Northwest Hampton
Holdings, LLC, Optionee
By:
James Villa, its Managing Member
Date:
November 17, 2020
Optionee’s
Address:
308
Rock Beach Road
Rochester, NY
14617