UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 26, 2016 (September 21, 2016)

13355 Moss Rock Dr., Auburn, CA 95602

(Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (480) 307-9700

 Not applicable.

(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 (see General Instruction A.2. below):

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))

Item 1.01 Entry Into a Material Definitive Agreement.

Subscription Agreements – 20% Notes and Warrants

On September 21, 2016 (the “Effective Date”), IDdriven, Inc. (“we,” “us,” or the “Company”) entered into Subscription Agreements (each, an “Agreement”) with two unrelated third parties (each, an “Investor”). Pursuant to the terms of the Agreements, we issued to each Investor a 20% secured convertible promissory notes in exchange for $75,000, for a total of $150,000 (the “Notes”), payable to the Company as set forth in the Notes. Each of the Notes has substantially the same terms. 

In connection with the Agreements and the Notes, the company issued to the Investors warrants to purchase a total of 75,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company.  Warrants for 37,500 of the shares of Common Stock were issued in connection with each Note.   

The features of the Notes include:

Payment: The payments from the Investor under the Notes are payable to the Company in three installments, as follows: (i) one third on the Effective Date; (ii) one third due 30 days from the Effective Date, but no later than 45 days from the Effective Date, and (iii) one third due 60 days from the Effective Date, but no later than 90 days from the Effective Date. The Company has already received the first payment under one of the Notes.

Interest. The Notes bear interest at an annual rate of 20.00% on the principal balance, payable together with the principal amount, at maturity on September 21, 2017 (the “Maturity Date”), or at any earlier acceleration date. If the outstanding principal and interest is not paid by the Maturity Date, the interest is adjusted to be the lesser of 22% and the highest rate allowed by law.

Conversion Right. A holder of a Note has the right at any time to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the applicable Note into fully paid and non-assessable shares of Common Stock at a conversion price of 75% of the lowest trading price of the Common Stock during the twenty trading day period ending on the last complete trading day prior to the date of conversion, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

Covenants. So long as the Company has any obligations under the Notes, without the written consent of the holders of the applicable Notes, the Company may not (a) pay, declare or set apart for such payment, any dividend or other distribution on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock; (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Company’s disinterested directors or (c) redeem, repurchase or otherwise acquire any shares of capital stock of the Company or any warrants, rights or options to purchase or acquire any such shares.

Defaults. It is an event of the default under each of the Notes if any of the following events occur, subject to certain cure rights as set forth in the Notes:

In the event of an event of default, the Company is obligated to pay to the holder of the applicable Note an amount equal to 150% of the then outstanding principal amount due under the applicable Note plus default interest and any other amounts payable under the applicable Note.

Ownership Limitations. No Note is convertible to the extent that (a) the number of shares of our common stock beneficially owned by the holder of the applicable Note and (b) the number of shares of our common stock issuable upon the conversion of the applicable Note or otherwise would result in the beneficial ownership by such holder of more than 4.99% of our then outstanding common stock. This ownership limitation can be waived by the holder of the applicable Note upon 61 days’ notice to us.

Common Stock Purchase Warrants

As part of the Investors’ agreements to enter into the Agreement, we issued to the Investors on the Effective Date three-year common stock purchase warrants to purchase up to 75,000 shares of our common stock at an exercise price of 120% of the lowest trading price of the Common Stock during the twenty trading day period ending on the last complete trading day prior to the date of conversion (the “Warrants”).

The exercise price of the Warrants is subject to proportional adjustment in the event of splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

Pledge Agreements

The Company’s obligations pursuant to the Notes are secured by a pledge of the shares of Common Stock owned by Berlisa B.V. (18,660,000 shares), a company owned or controlled by Geurt van Wijk, our Chief Operating Officer and Director (“Berlisa”), and Sterling Skies B.V. (18,6660,000 shares), a company owned or controlled by Remy de Vries, our Chief Technology Officer (“Sterling” and, together with Berlisa, the “Pledgors”), pursuant to a stock pledge agreement entered into on September 12, 2016 between the Pledgors and certain other purchasers of prior promissory notes issued by the Company as disclosed on the Form 8-K filed by the Company on September 16, 2016 (the “Prior Notes”), which stock pledge agreement the Investors joined in connection with the issuance of the Notes (the “Pledge Agreement”).  Each of the holders of the Prior Notes and the Notes has a proportional interest percentage in the pledged shares pursuant to the Pledge Agreement.

Intellectual Property Agreement  

The Company’s obligations pursuant to the Notes are also secured by a grant of a security interest made by the Company to the purchasers of the Prior Notes, which security interest will now also benefit the Investors, in all of the intellectual property of the Company, whether currently owned or existing or that is acquired or comes into existence following the date of grant, pursuant to an Intellectual Property Security Agreement entered into on September 12, 2016 between the Company and the holders of the Prior Notes (the “IP Security Agreement”), which the Investors joined in connection with the issuance of the Notes.

Pursuant to the IP Security Agreement, the Investors (and the holders of the Prior Notes and any subsequent holder of the Notes) are granted a continuing security interest in the intellectual property of the Company until the Notes and the Prior Notes have been paid in full and obligations of the Company thereunder have been satisfied. Each of the holders of the Notes and the Prior Notes will have a proportional interest percentage in the collateral under the IP Security Pledge Agreement.

The terms and conditions of the Agreements, the Notes and the Warrants are substantially similar to the terms and conditions of the subscription agreements, promissory notes and warrants entered into or issued by the Company on September 12, 2016, as disclosed in the Form 8-K filed by the Company on September 16, 2016, other than that their dates were September 21, 2016 instead of September 12, 2016.  The descriptions of certain terms of the Agreements, the Notes, the Warrants, the Pledge Agreement and the IP Security Agreement do not purport to be complete and are qualified in their entirety to the complete text of the agreements, forms of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 hereto (via incorporation by reference), each of which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item. Our issuance of the Notes and the Warrants was not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon an exemption from registration provided by Sections 4(a)(2) and 3(a)(9) under the Securities Act in a transaction not involving a public offering or distribution. The shares of common stock issued upon conversion of the Notes or exercise of the Warrants may not be transferred or sold absent registration under the Securities Act or an applicable exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

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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.