DENVER, March 13, 2015 /CNW/ -- ID Watchdog, Inc. (TSX VENTURE: IDW) (PINKSHEETS: IDWAF) ("ID Watchdog" or the "Company"), provider of consumer-facing identity theft protection and resolution services, today announced that it is providing notice to the holders of the Series C Convertible Preferred Shares of the Company of a meeting to be held on April 13, 2015 at 621 17th Street, Suite 2501 Denver, Colorado 80293 at 9:00 a.m. local time for the sole purpose of considering and, if thought fit, passing the proposed resolution described below.
Series C Convertible Preferred Shares (the "Series C")
On February 24, 2011, the Company issued 3,123.481 shares of Series C of which 3,078.481 are currently outstanding. Prior to the maturity of the Series C on February 24, 2016, the holders have the right to convert each share of their Series C into 10,000 ordinary shares of the Company (the "Ordinary Shares"). Any Series C outstanding on February 24, 2016 shall be subject to mandatory redemption at a price equal to the then liquidation preference amount of $1,677.53 per share, or a total of $5,164,257, based upon the number of Series C currently outstanding, which the Company shall either pay in cash from available legal surplus or, in the absence thereof, by delivery of a senior note with an interest rate of 15% per annum and a 90 day maturity ("90 Day Note").
Proposed Resolution (the "Resolution")
The Company is seeking to amend the Series C to extend the maturity date of the 90 Day Note from May 23, 2016 to November 22, 2017, an extension of approximately 18 months.
In consideration of and subject to a holder of any Series C providing a valid proxy and/or voting in favor of the Resolution, the Company shall issue to such holder, if conditions are also satisfied, a warrant (the "Warrant"), the main commercial terms of which are as follows:
- For each Series C share, the holder thereof shall receive a Warrant to purchase 1,000 Ordinary Shares of the Company;
- The initial exercise price shall be US $0.10 per Ordinary Share; and
- The Warrant shall have a term of three years from its date of issuance.
If the Resolution is passed at the meeting or any adjournment thereof, a holder of any Series C who provided a valid proxy for and/or voted in favour of the above resolution but: (1) does not qualify as "Accredited Investor"; or (2) is not a resident of the United States, or (3) did not provide certain representations to the Company shall not be entitled to any Warrant but shall be entitled to a cash payment from the Company in the amount of $40.00 for each Series C share held by such holder.
The Company has received conditional approval from the TSX Venture Exchange (the "TSXV"), however, final approval from the TSXV is required prior to closing the transaction and is conditioned upon the Company satisfying certain filing requirement of the TSXV.
About ID Watchdog, Inc.
ID Watchdog was founded in 2005 and is headquartered in Denver, Colorado. The Company provides three-tiered comprehensive monitoring, detection and resolution for identity theft. ID Watchdog proactively detects identity theft problems at their source and provides immediate resolution services to ensure complete peace of mind for individuals. All the Company's services have been developed with input from industry experts; national consumer advocacy groups; federal, state, and local law enforcement agencies; consumer protection agencies; and adhere to guidelines published by the Consumer Federation of America. For more information, please visit www.IDWatchdog.com.
This news release includes certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 which address future events and conditions which are subject to various risks and uncertainties. The actual results could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements are disclosed in the company's filings with Canadian regulators at www.sedar.com. ID Watchdog assumes no obligation to update the forward-looking statements of management beliefs, opinions, projections, or other factors should they change.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ID Watchdog, Inc.
Jay B. Lewis
Chief Financial Officer
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SOURCE ID Watchdog, Inc.