Form 8-K - Current report

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): August 2, 2023

PARTS iD, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38296		81-3674868
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Corporate Drive

Suite C

Cranbury, New Jersey 08512

(Address of Principal Executive Offices, including Zip Code)

(609) 642-4700

(Registrant’s Telephone Number, Including Area Code)

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 Instructions A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Class A Common Stock		ID		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, on July 14, 2023 (the “Initial Closing Date”), PARTS iD, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Lind Purchase Agreement”) with Lind Global Fund II LP (“Lind”) to provide for loans in an aggregate principal amount of up to $10 million under various tranches. As of the Initial Closing Date, Lind funded $3.75 million (less commitment fees) to the Company out of the $4.75 million “First Funding Amount” (as defined in the Lind Purchase Agreement)

On August 2, 2023 (the “Effective Date”), the Company and Lind entered into an amendment to the Lind Purchase Agreement (the “First Amendment”) to have the remaining $1.0 million (less commitment fees) of the First Funding Amount (as defined in the Lind Purchase Agreement) payable in two tranches: (i) $500,000 (less a $15,000 commitment fee) on the Effective Date and (ii) $500,000 (less a $15,000 commitment fee) within 5 business days of the Company (A) having a registration statement declared effective by the Securities and Exchange Commission (the “SEC”) for the registration of the shares of the Company’s Class A common stock (the “Common Stock”) issuable upon conversion of the notes and warrants issued to Lind pursuant to the Lind Purchase Agreement and (B) the receipt of Stockholder Approval (as defined in the Lind Purchase Agreement). The First Amendment also provides that the Company shall file a preliminary proxy statement with the SEC for the purpose of obtaining the Stockholder Approval (as defined in the Lind Purchase Agreement) on or before August 10, 2023. Other than as described in the First Amendment, the terms and conditions of the Lind Purchase Agreement remain in full force and effect.

The foregoing description of the First Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text of the First Amendment, of which is included as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 8.01 Other Events.

As previously disclosed, in light of the Company’s near-term liquidity needs, the Company has been continuing its ongoing discussions with its key vendors to work out revised credit terms. On August 2, 2023, the Company distributed an update to its vendors that the Company anticipates it will present a proposal to all vendors as early as possible this month. While the Company continues to explore potential alternative solutions to its liquidity needs, the Company cannot provide any assurances as to whether any final terms entered into with such vendors will ultimately be favorable to the Company, its financial condition or results of operations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

Exhibit No.		Description
10.1		First Amendment to Securities Purchase Agreement, dated as of August 2, 2023, by and between PARTS iD, Inc. and Lind Global Fund II LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

	PARTS ID, INC.

Date: August 3, 2023	By:	/s/ Lev Peker
		Name:	Lev Peker
		Title:	Chief Executive Officer

Exhibit 10.1

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment (this “Amendment”) to that certain Securities Purchase Agreement, dated as of July 14, 2023 (as amended and in effect from time to time, including by this Amendment, the “Purchase Agreement”), by and between PARTS iD, Inc., a Delaware corporation (the “Company”) and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”), is made and entered into as of August 2, 2023, by and between the Company and the Investor. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

WHEREAS, the parties desire to amend the Purchase Agreement as set forth herein; and

WHEREAS, pursuant to Section 11.9 of the Purchase Agreement, each of the Company and the Investor may amend the Purchase Agreement in a written instrument signed by the Company and the Investor.

NOW THEREFORE, in consideration of the premises and covenants set forth herein and in the Purchase Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, pursuant to Section 11.9 of the Purchase Agreement, to amend the Purchase Agreement as follows:

1. Definition of “First Funding Amount”. The definition of “First Funding Amount” is hereby restated to read as follows:

“First Funding Amount” means an amount equal to Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000), payable as (a) Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), less the Commitment Fee, at the Closing, (b) Five Hundred Thousand Dollars ($500,000), less a commitment fee equal to $15,000, as of the execution date of the First Amendment to this Agreement, dated August 2, 2023, and (c) Five Hundred Thousand Dollars ($500,000), less a commitment fee equal to $15,000, within five (5) Business Days following the later of (i) the Company providing written confirmation to the Investor that the Registration Statement has been declared effective by the SEC and (ii) the receipt of Stockholder Approval, in each case, the Company shall also confirm to the Investor that there is no Event of Default that has occurred or will occur as a result of such additional funding.

2. Amendment to Section 7.1 of the Purchase Agreement. Section 7.1 of the Purchase Agreement is hereby amended to add a new subsection 7.1(d) as follows:

(d) a failure by the Company to have filed a preliminary proxy statement with the SEC on or before August 10, 2023 for the purpose of obtaining Stockholder Approval.

3. Conditions to Effectiveness. This Amendment shall be effective as of the date first written above upon the receipt by the Investor of this Amendment, duly executed and delivered by the Investor and the Company.

4. Continued Validity of Purchase Agreement. Except as specifically amended hereby, the Purchase Agreement shall remain in full force and effect and all of the rights and obligations of each of the Investor and the Company under the Purchase Agreement are affirmed. In the event of a conflict between this Amendment and the Purchase Agreement, this Amendment shall control. All references in the Purchase Agreement or any Transaction Document shall hereafter refer to the Purchase Agreement as amended hereby. This Amendment shall be a Transaction Document for all purposes under the Purchase Agreement.

5. Fees and Expenses. On the effective date of this Amendment, the Company shall reimburse the Investor for the reasonably documented due diligence costs and fees and disbursements of Morgan, Lewis & Bockius LLP in connection with the preparation of the Amendment and the review of the Registration Statement, it being understood that Morgan, Lewis & Bockius LLP has not rendered any legal advice to the Company in connection with the transactions contemplated hereby and that the Company has relied for such matters on the advice of its own counsel. Such reimbursement shall be offset against the funding of the third tranche of the First Funding Amount as contemplated in Section 1. Except as specified above, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents, including this Amendment.

6. Governing Law; Dispute Resolution. This Amendment shall be governed by and construed in accordance with the Laws of the State of New York, without reference to principles of conflict of laws or choice of laws.

7. Counterparts. This Amendment may be executed in two or more counterparts (including facsimile or “pdf” counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In proving this Amendment it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. Each party hereto hereby agrees that this Amendment and any other document to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Amendment or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

COMPANY:	INVESTOR:

PARTS ID, INC.	Lind GLOBAL FUND II

By:	/s/ Lev Peker		By:	/s/ Jeff Easton
	Name:	Lev Peker		Name:	Jeff Easton
	Title:	Chief Executive Officer		Title:	Managing Member of Lind Global
					Partners II LLC, General Partner

Cover	Aug. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2023
Entity File Number	001-38296
Entity Registrant Name	PARTS iD, Inc.
Entity Central Index Key	0001698113
Entity Tax Identification Number	81-3674868
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1 Corporate Drive
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	Cranbury
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08512
City Area Code	609
Local Phone Number	642-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	ID
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false