[PROSPECTUS IDI, Inc. 2,869,190 Shares of Common Stock Risk Factors The common stock offered in this prospectus involves a high degree of risk. See No underwriter or other person has been engaged to facilitate the sale of shares of our common stock in this offering. Each selling shareholder may be deemed an underwriter of the shares of our common]
[FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): July 1, 2016 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain]
[FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): July 1, 2016 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain]
[AMENDED AND RESTATED Adopted June 30, 2016 1 BYLAWS OF OFFICES Registered Office 1.01. Other Offices 1.02. ARTICLE TWO MEETINGS OF STOCKHOLDERS Annual Meetings 2.01. Special Meetings 2.02. Notice of Meetings 2.03. List of Stockholders Entitled to Vote. 2.04. Fixing Date for Determination of Stockholders of Record 2.05. Organization; Chairman and Secretary 2.06. Inspector of Election 2.07. Conduct of Meetings] [FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): June 30, 2016 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. approved]
[AMENDED AND RESTATED Adopted June 30, 2016 1 BYLAWS OF OFFICES Registered Office 1.01. Other Offices 1.02. ARTICLE TWO MEETINGS OF STOCKHOLDERS Annual Meetings 2.01. Special Meetings 2.02. Notice of Meetings 2.03. List of Stockholders Entitled to Vote. 2.04. Fixing Date for Determination of Stockholders of Record 2.05. Organization; Chairman and Secretary 2.06. Inspector of Election 2.07. Conduct of Meetings] [FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): June 30, 2016 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. approved]
[] [Akerman LLP Las Olas Centre II, Suite 1600 350 East Las Olas Boulevard Fort Lauderdale, FL 33301-2999 Tel: 954.463.2700 Fax: 954.463.2224 June 17, 2016 IDI, Inc. 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431 Ladies and Gentlemen: Company Registration Statement Act We have acted as counsel for IDI, Inc., Inc., a Delaware corporation (the Based upon the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated March 18, 2016 with respect to the consolidated financial statements and internal control over financial reporting of IDI, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2015, which are incorporated by reference in this Registration Statement. We consent to the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM S-3 As independent registered public accountants, we consent to the incorporation by reference in this Registration Statement on Form New York, New York June 17, 2016 EX-23.2 4 d151655dex232.htm EX-23.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333- New York, New York June 17, 2016 EX-23.3 5 d151655dex233.htm EX-23.3] [Consent of Independent Auditors New York, New York June 17, 2016 EX-23.4 6 d151655dex234.htm EX-23.4]
[] [Akerman LLP Las Olas Centre II, Suite 1600 350 East Las Olas Boulevard Fort Lauderdale, FL 33301-2999 Tel: 954.463.2700 Fax: 954.463.2224 June 17, 2016 IDI, Inc. 2650 North Military Trail, Suite 300 Boca Raton, Florida 33431 Ladies and Gentlemen: Company Registration Statement Act We have acted as counsel for IDI, Inc., Inc., a Delaware corporation (the Based upon the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated March 18, 2016 with respect to the consolidated financial statements and internal control over financial reporting of IDI, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2015, which are incorporated by reference in this Registration Statement. We consent to the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM S-3 As independent registered public accountants, we consent to the incorporation by reference in this Registration Statement on Form New York, New York June 17, 2016 EX-23.2 4 d151655dex232.htm EX-23.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333- New York, New York June 17, 2016 EX-23.3 5 d151655dex233.htm EX-23.3] [Consent of Independent Auditors New York, New York June 17, 2016 EX-23.4 6 d151655dex234.htm EX-23.4]
[EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT between SELLING SOURCE, LLC and IDI, INC. dated as of June 8, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 13 Section 2.01 Purchase and Sale 13 Section 2.02 Purchase Price 13 Section 2.03 Transactions to be Effected at the Closing 14 Section 2.04 Purchase Price Adjustment 14] [Execution Version LIMITED CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT Amendment Borrower Administrative Agent This LIMITED CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 8, 2016 (this WITNESSETH: WHEREAS Credit Agreement WHEREAS Specified Permitted Payments WHEREAS NOW THEREFORE SECTION 1. Consent Section 4 Lender Parties SECTION 2. Amendment to Credit Agreement Section 4 Section] [Item 1.01. Entry into a Material Definitive Agreement. Company Purchase Agreement Seller Membership Interests Target On June 8, 2016, IDI, Inc., a Delaware corporation (the Purchase Shares Common Stock Earnout Target Earnout Shares As consideration for the Membership Interests, after adjustment for Targets working capital at closing, the Company issued to Seller 2,369,190 shares (the Within 10 business]
[EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT between SELLING SOURCE, LLC and IDI, INC. dated as of June 8, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 13 Section 2.01 Purchase and Sale 13 Section 2.02 Purchase Price 13 Section 2.03 Transactions to be Effected at the Closing 14 Section 2.04 Purchase Price Adjustment 14] [Execution Version LIMITED CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT Amendment Borrower Administrative Agent This LIMITED CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 8, 2016 (this WITNESSETH: WHEREAS Credit Agreement WHEREAS Specified Permitted Payments WHEREAS NOW THEREFORE SECTION 1. Consent Section 4 Lender Parties SECTION 2. Amendment to Credit Agreement Section 4 Section] [Item 1.01. Entry into a Material Definitive Agreement. Company Purchase Agreement Seller Membership Interests Target On June 8, 2016, IDI, Inc., a Delaware corporation (the Purchase Shares Common Stock Earnout Target Earnout Shares As consideration for the Membership Interests, after adjustment for Targets working capital at closing, the Company issued to Seller 2,369,190 shares (the Within 10 business]
[FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): June 1, 2016 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Item 5.07. Submission of Matters to a Vote of Security Holders. On June 1,]
