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): September 13, 2016
IDI, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-158336 | 77-0688094 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2650 North Military Trail, Suite 300, Boca Raton, Florida | 33431 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 561-757-4000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 13, 2016, IDI, Inc. (the “Company”), in accordance with the authority granted by the Company’s board of directors, provided written notice to the NYSE MKT of its intention to voluntarily delist its common stock, $0.0005 par value per share (“Common Stock”), on the NYSE MKT and to list its Common Stock on The NASDAQ Global Market of The NASDAQ Stock Market LLC (“NASDAQ”). The Company expects the listing and trading of its Common Stock on the NYSE MKT will cease at market close on September 23, 2016, and that trading of its Common Stock will commence on NASDAQ on September 26, 2016 after ringing the NASDAQ Opening Bell on September 26, 2016. The Common Stock has been approved for listing on NASDAQ, with the Common Stock trading under the new symbol “COGT” and the new CUSIP number “19241Q 101”.
| Item 7.01 | Regulation FD Disclosure. |
On September 14, 2016, the Company issued a press release announcing the voluntary transfer of listing from the NYSE MKT to NASDAQ and its corporate name change to Cogint, Inc. The Company expects the name change will be effective September 26, 2016. A copy of the press release is attached as Exhibit 99.1. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release, dated September 14, 2016. | |
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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.
| IDI, Inc. | ||||||
| September 14, 2016 | By: | /s/ Derek Dubner | ||||
| Name: | Derek Dubner | |||||
| Title: | CEO | |||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release, dated September 14, 2016. | |
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Exhibit 99.1
IDI, Inc. Announces Corporate Name Change to Cogint, Inc. and Move to NASDAQ Stock Market
Name and Corporate Identity Reflect Innovation and Comprehensive Analytical Capabilities
BOCA RATON, Fla. — (BUSINESS WIRE) – September 14, 2016 – IDI, Inc. (NYSE MKT: IDI) (“IDI” or the “Company”), a data and analytics company, today announced that it will adopt Cogint, Inc. as its new name and that it will move its stock exchange listing to The NASDAQ Stock Market from the NYSE MKT (the “NYSE MKT”). The Company expects its common stock will begin trading on The NASDAQ Global Market (the “NASDAQ”) on September 26, 2016 under a new symbol – “COGT” – after ringing the NASDAQ Opening Bell on September 26, 2016.
“We are announcing two very significant milestones in our evolution today,” said Derek Dubner, CEO of the Company. “We have chosen a name that encompasses our diverse offerings to various markets and embodies our passion and unique ability to create innovative technologies that transform data into intelligence, enabling our clients to better execute all aspects of their business. By moving to the NASDAQ, we are proud to join the ranks of the world’s best technology companies, where we will continue to execute our vision with greater public awareness.”
Mr. Dubner further commented, “Our new logo signifies the complex data problems organizations face today and how powerful analytics that deliver insight provide clear, convincing and actionable solutions.” The gradient bar above the mark represents the transition from complexity to clarity, leading to the arrow which signifies actionable insights. As part of the name change, the Company will launch a new website at www.cogint.com on September 26, 2016.
IDI-related product names will continue to be utilized to serve the risk management industry. Fluent and Q Interactive brands will continue to serve the consumer marketing industry.
The Company has notified the NYSE MKT that it will voluntarily delist its common stock from the NYSE MKT. The last day of trading of the common stock on the NYSE MKT is expected to be on or about September 23, 2016. Trading on NASDAQ under the cogint name, ticker symbol COGT, and new CUSIP number 19241Q 101 is expected to begin at market open on September 26, 2016. The Company expects its new name will be effective September 26, 2016.
About IDI, Inc. (Soon to be Cogint, Inc. effective September 26, 2016)
At IDI, we believe that time is your most valuable asset. Through powerful analytics, we transform data into intelligence, in a fast and efficient manner, so that our clients can spend their time on what matters most – running their organizations with confidence. Through leading-edge, proprietary technology and a massive data repository, our data and analytical solutions harness the power of data fusion, uncovering the relevance of disparate data points and converting them into comprehensive and insightful views of people, businesses, assets and their interrelationships. We empower clients across markets and industries to better execute all aspects of their business, from managing risk, conducting investigations, identifying fraud and abuse, and collecting debts, to identifying and acquiring new customers. At IDI, we are dedicated to making the world a safer place, to reducing the cost of doing business, and to enhancing the consumer experience.
RELATED LINKS: www.ididata.com and www.cogint.com
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward looking statements include statements about whether being listed on the NASDAQ and establishing a new name and logo is a significant milestone in the Company’s evolution and whether we will continue to be able to execute our vision as a NASDAQ-listed company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed above together with the additional factors under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 18, 2016, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q and other SEC filings. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contact Information
Media and Investor Relations Contact:
IDI, Inc.
Jordyn Kopin
Director, Investor Relations
646-356-8469
JKopin@ididata.com