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): March 16, 2016
BLOW
& DRIVE INTERLOCK CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-55053
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46-3590850
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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137
South Robertson Boulevard, Suite 129
Beverly
Hills, CA 90211
(Address
of Principal Executive Offices) (Zip Code)
(877)
238-4492
(Registrant’s
telephone number, including area code)
N/A
(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:
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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
2 — FINANCIAL INFORMATION
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
or around March 14, 2016 we completed two interest-free financing agreement, keeping within the Company’s desire to steer
clear of toxic debt. In lieu of interest payments the parties entered into royalty agreements with Edris Consulting and Chaim
K. Wainer. This financing is allowing us to scale up production and increase quantities of machines we can produce and the speed
at which we can penetrate the market.
Both
financing agreement consist of interest-free loans with 24-month terms. In lieu of interest payments, Edris Consulting and Chaim
K. Wainer will receive $1 for every BDI-747 over 800 units on a per-machine basis that are leased to paying clients in perpetuity
and $5 per unit under 800. The principle will be due and payable by us at the end of the 24-month term.
The
parties are seed shareholder in our company, familiar with our operations, and there was no solicitation.
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.
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BLOW
& DRIVE INTERLOCK CORPORATION
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By
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/s/
Laurence Wainer
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Name:
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Laurence
Wainer
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Title:
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Chief
Executive Officer and Chief Financial Officer
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Date:
March 17, 2016
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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10.1
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E
DRIS
Consulting Agreement
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10.2
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Chaim
Wainer Agreement
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THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT
IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION.
SECURED
PROMISSORY NOTE AND AGREEMENT
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$65,000
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January
20, 2016
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Los
Angeles, CA
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For
value received, Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”), promises to pay Edris
Consulting Inc., a California Corporation, (the “Holder”) the principal sum of Sixty Five Thousand Dollars ($65,000).
In the event that Edris Consulting, Inc., is dissolved, all payments shall be made directly to Ira Silver, an individual, unless
Edris Consulting Inc., made contrary directives in writing. The principal hereof and any unpaid accrued interest thereon shall
be due and payable on or before 5:00 p.m., Pacific Time, on August 20, 2018 (the “Maturity Date”) (unless such payment
date is accelerated as provided in Section 5 hereof). Payment of all amounts due hereunder shall be made at the address of the
Holder provided for in Section 7 hereof.
1.
HISTORY OF THE NOTE
. This Note is being delivered to Holder in connection with the Holder loaning the Company Sixty
Five Thousand Dollars ($65,000).
2.
PAYMENT SCHEDULE
. The principal and interest due under this Note will be due and payable by the Company to the Holder
on the following schedule:
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a.
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$937.50
per month for four (4) months starting February 20, 2016;
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b.
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$1,250
per month for month five (5) and accelerating by $312.50 per month through month twelve (12);
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c.
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$3531.46
per month for months thirteen (13) through twenty-four (24);
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d.
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Starting
in the twenty-fifth (25
th
) month, the Company will pay the “Holder” Five Dollars ($5) per month for
every BDI-747 Ignition Interlock Device, or any other device and/or model number, manufactured, distributed, developed or
used by Blow & Drive Interlock Corporation, (each a “Unit”) that the Company has on the road in customers’
vehicles up to Eight Hundred (800) Units in perpetuity; whether the device is distributed, installed or used by Blow &
Drive Interlock Corporation or one of their affiliates, related companies, distributors and/or franchisees; and
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e.
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For
every Unit the Company has on the road in customers’ vehicles over 800 Units, then the Company will pay the Holder One
Dollar ($1) per month for those Units over 800 Units in perpetuity; Whether the device was distributed, installed or used
by Blow & Drive Interlock Corporation or one of their affiliates, related companies, distributors and/or franchisees.
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All
payments the Company makes to the Holder under (a) – (e) will count as payments to Holder for the principal and interest
due under this Note. In the event the Company has more than Eight Hundred (800) Units on the road in customers’ vehicles
prior to the twenty-fifth (25
th
) month, then the Company will beginning paying the amounts due under (d) and (e), above,
at that time.
The payments payable by the Company under (d) and (e) will continue in perpetuity even after all amounts due
under this Note have been paid in full
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3.
PREPAYMENT
. The Company may at any time prepay all or any part of the principal balance of this Note, provided that
concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, prepaid to the date of
such prepayment.
4.
SECURITY
. This Note is secured by up to 100,000 Units (as defined herein). In the event there is an occasion whereby
the Holder is entitled to foreclose on the security listed herein, which would only be in the case of an Event of Default as defined
herein, the Holder will make such foreclosure demand to the Company in writing, and upon receipt of such notice, the Company will
immediately transfer its rights in up to 100,000 Units to the Holder to satisfy any principal amounts still due under this Note
at the time of the Event of Default. The number of Units to be transferred to the Holder under this Section in the event of a
foreclosure will be determined based on the amount of principal and interest due under this Note at the time of the Event of Default
with each Unit being valued at $250. If such foreclosure occurs the Holder will be deemed to be the owner of the Units only until
the Company is no longer in Default under this Note. At time the Units, and all rights appurtenant thereto, will be returned to
the Company.
5.
DEFAULT
. The occurrence of any one of the following events shall constitute an Event of Default:
(a)
The non-payment, when due, of any principal or interest pursuant to this Note; or a payment pursuant to this agreement under 2.
(d) and (e) above.
(b)
The material breach of any representation or warranty in this Note. In the event the Holder becomes aware of a breach of this
Section 5(b), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of
such breach and the Company shall have thirty (30) business days after notice to cure such breach;
(c)
The breach of any covenant or undertaking, not otherwise provided for in this Section 5;
(d)
The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or
the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or
application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for
the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit
of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or
(e)
The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement,
insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20
days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all
or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant
of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.
Upon
the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion
of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which
event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth
in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued
interest thereon, shall immediately become due and payable without any such notice.
6.
TRANSFERABILITY
. This Note shall not be transferred, pledged, hypothecated, or assigned by the Holder without the express
written consent of the Company, which consent will not be unreasonably withheld.
7.
NOTICES
. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile
if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent as follows:
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If
to the Company:
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Blow
& Drive Interlock Corporation
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1080
La Cienega Boulevard
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Suite
304
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Los
Angeles, California 90035
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Attn.
Laurence Wainer
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Facsimile
(___)
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with
a copy to:
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Law
Offices of Craig V. Butler
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300
Spectrum Center Dr., Suite 300
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Irvine,
CA 92618
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Attn:
Craig V. Butler, Esq.
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Facsimile
No.: (949) 209-2545
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If
to Holder:
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Facsimile
No.:
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or
at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto.
8.
GOVERNING LAW; VENUE
. The terms of this Note shall be construed in accordance with the laws of the State of California,
as applied to contracts entered into by California residents within the State of California, and to be performed entirely within
the State of California. The parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate
federal or state court having jurisdiction over Los Angeles County, California.
9.
CONFORMITY WITH LAW
. It is the intention of the Company and of the Holder to conform strictly to applicable usury and
similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges
which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in
respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess,
whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore
paid, shall be either refunded to the Company or credited on the principal amount of this Note.
10.
Modification; Waiver
. No modification or waiver of any provision of
this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder.
11.
ATTORNEY FEE.
In the event of litigation, the prevailing party shall be entitled to all attorney fees and costs.
In
witness whereof
, Company has executed this Secured
Promissory Note
as of the date first written above.
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“Company”
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Blow
& Drive Interlock Corporation,
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a
Delaware corporation
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By:
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Laurence
Wainer
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Its:
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Chief
Executive Officer
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Acknowledged:
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“Holder”
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Edris
Consulting Inc.
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Signed
by: President, Ira Silver
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THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT
IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO- ACTION LETTER
FROM THE SECURITIES AND EXCHANGE COMMISSION.
SECURED
PROMISSORY NOTE AND AGREEMENT
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$55,000
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October
29, 2015
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Los
Angeles, CA
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For
value received, Blow & Drive Interlock Corporation, a Delaware corporation (the “Company”), promises to pay Chaim
K. Wainer an individual (the “Holder”) the principal sum of Fifty Five Thousand Dollars ($55,000) and royalties as
defined in payment schedule below in
item 2 The
principal shall be due and payable on or before 5:00 p.m., Pacific Time, on March 29,
2018
(the “Maturity Date”). Once the principal has been paid in full, the royalties as defined in payment schedule below
in item 2. (d) and (e) of this agreement will begin in perpetuity. Payment of all amounts due hereunder shall be made at the address
of the Holder provided for in Section 6 hereof.
1.
HISTORY
OF THE NOTE.
This Note is being delivered to Holder in connection with the Holder
loaning the Company Fifty Five Thousand Dollars ($55,000).
Payable
as follows and not completed until last payment
$10,000
Due on or before October 29, 2015
$15,000
Due on or before January 29, 2016
$15,000
Due on or before February 29, 2016
$15,000
Due on or before March 29, 2016
2.
PAYMENT
SCHEDULE.
The principal due under this Note will be due and payable by the Company
to the Holder on the following schedule after which the royalty agreement highlighted in (d) and (e) below:
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a.
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$937.50
per month for four (4) months starting April 29, 2016;
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b.
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$1,250
per month for month five (5), accelerating and increasing by $312.50 per month through month twelve (12);
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c.
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$2708.34
per month for months thirteen (13) through twenty-four (24);
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d.
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Starting
in the twenty-fifth (25
th
) month, the Company will pay the “Holder” Five Dollars ($5) per month for
every BDI-747 Ignition Interlock Device, or any other device and/or model number, manufactured, distributed, developed or
used by Blow & Drive Interlock Corporation, (each referred to hereafter as a “Unit”) that the Company has
on the road in customers’ vehicles up to Eight Hundred (800) Units in perpetuity; whether the device is distributed,
installed or used by Blow & Drive Interlock Corporation or one of their affiliates, related companies, distributors and/or
franchisees; and
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e.
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For
every Unit the Company has on the road in customers’ vehicles over 800 Units, then the Company will pay the Holder One
Dollar ($1) per month for those Units over 800 Units in perpetuity; Whether the device was distributed, installed or used
by Blow & Drive Interlock Corporation or one of their affiliates, related companies, distributors and/or franchisees.
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All
payments the Company makes to the Holder under (a) – (c) will count as payments to Holder for the principal and due under
this Note. After the principal has been paid back in full, the royalty payments mentioned above in item 2. (d) and (e) will begin
in perpetuity. In the event the Company has more than Eight Hundred (800) Units on the road in customers’ vehicles prior
to the twenty-fifth (25
th
) month, then the Company will begin paying the amounts due under (d) and (e), above, at that
time.
The payments payable by the Company
under
(d) and (e) will continue in perpetuity even after all amounts due under this Note have been paid in full
.
3.
DEFAULT.
The occurrence of any one of the following events shall constitute an Event of Default:
(a)
The
non-payment, when due, of any principal pursuant to this Note; or a payment pursuant to this agreement under 2. (d) and (e) above.
(b)
The
material breach of any representation or warranty in this Note. In the event the Holder becomes aware of a breach of this Section
5(b), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of such breach
and the Company shall have thirty (30) business days after notice to cure such breach;
(c)
The
breach of any covenant or undertaking, not otherwise provided for in this Section 5;
(d)
The
commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or
the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or
application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for
the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit
of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or
(e)
The
commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement,
insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company
consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20
days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all
or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant
of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.
Upon
the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion
of the unpaid principal amount due to Holder, together with all royalties thereon, immediately due and payable, in which event
it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph
(d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued royalties
in perpetuity thereon, shall immediately become due and payable without any such notice.
4.
TRANSFERABILITY.
This Note shall not be transferred, pledged, hypothecated, or assigned by the Holder
without the express written consent of the Company, which consent will not be unreasonably withheld.
5.
NOTICES.
All notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during
normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be
sent as follows:
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If
to the Company:
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Blow
& Drive Interlock Corporation
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1080
La Cienega Boulevard
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Suite
304
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Los
Angeles, California 90035
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Attn.
Laurence Wainer
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Facsimile
(
)
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With
a copy to:
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Law
Offices of Craig V. Butler
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300
Spectrum Center Dr., Suite 300
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Irvine,
CA 92618
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Attn:
Craig V. Butler, Esq.
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Facsimile
No.: (949)209-2545
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If
to Holder:
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Facsimile
No.:
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or
at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto.
6.
GOVERNING LAW; VENUE.
The terms of this Note shall be construed in
accordance
with the laws of the State of California, as applied to contracts entered into by
California
residents within the State of California, and to be performed entirely within the State
of Californi
a. The parties agree that any action brought to enforce the terms of
this Note will be
brought in
the appropriate federal or state court having jurisdiction
over Los Angeles County,
California.
7.
MODIFICATION;
WAIVER
.
No modification or waiver of any provision of this Note or consent to departure
therefrom shall be effective unless in writing and approved by the Company and the Holder.
8.
ATTORNEY FEE.
In the event of litigation, the prevailing party shall be entitled to all attorney fees and costs.
9.
FILING.
Company
shall
take all actions
necessary to disclose the terms of this
promissory
note and royalty agreement to
all shareholders, perspective purchasers, government
agencies
and the like for said
note. The Company’s failure to take such necessary actions to
protect the
Holder’s
agreement of this note shall constitute a default of this agreement.
IN
WITNESS WHEREOF, Company has executed this Secured Promissory Note as of the date first written above.
