IDI [IDI] D: .FormData {color: blue; background-color: white; font-size: small; font-family:

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By | 2016-03-13T14:37:06+00:00 December 7th, 2015|Categories: Chinese Stocks, IDI, Webplus ver|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: (Original Filing)

[CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements Form S-8 (Nos. 333-177025, 333-188739, 333-194952, 333-206043) and Form S-3 (Nos. 333-206402 and 333-205614) of IDI, Inc. (the “Company”) of our report dated April 27, 2015, on our audit of the consolidated balance sheet of Fluent, Inc. and subsidiaries as of] [Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statements (Form S-3 No. 333-205614 and Form S-3 No. 333-206402) of IDI, Inc., (2) Registration Statement (Form S-8 No. 333-177025) pertaining to the SearchMedia Holdings Limited Amended and Restated 2008 Share Incentive Plan, (3) Registration Statements (Form S-8 No. 333-188739 and Form] [IDI Fluent IDI to Acquire Fluent Applying Next-Generation Data Analytics to Help Marketers Acquire their Best Customers at Scale © 2015 IDI, Inc. All rights reserved. This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments] [FLUENT, INC. AND SUBSIDIARIES Contents Page Consolidated Financial Statements Independent auditors’ report 1 Consolidated balance sheet as of December 31, 2014 2 Consolidated statement of income and comprehensive income for the year ended December 31, 2014 3 Consolidated statement of changes in stockholders’ equity for the year ended December 31, 2014 4 Consolidated statement of cash flows for the year] [ONSOLIDATED INANCIAL TATEMENTS C Fluent, Inc. and Subsidiaries Year Ended December 31, 2013 Fluent, Inc. and Subsidiaries Consolidated Financial Statements Year Ended December 31, 2013 Contents 1 Consolidated Financial Statements Consolidated Balance Sheet as of December 31, 2013 2 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2013 and 2012 3 Consolidated Statements of Changes] [FLUENT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2015 (UNAUDITED) FLUENT, INC. AND SUBSIDIARIES Contents Page Condensed Consolidated Financial Statements Condensed consolidated balance sheet as of September 30, 2015 (unaudited) 1 Condensed consolidated statement of income and comprehensive income for the nine months ended September 30, 2015 (unaudited) 2 Condensed consolidated statement of cash flows] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Also, on November 16, 2015, the Company entered into a Stock Purchase Agreement for the sale of 119,940 shares of Series B Preferred to Frost Gamma in exchange for approximately $40.0 million. The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the historical financial statements of IDI and Fluent after] [Item 7.01 Regulation FD Information Item 8.01. The Company is providing, through the filing of this Current Report on Form 8-K, certain financial information regarding Fluent and certain pro forma financial information regarding the Company and Fluent. The Company’s proposed acquisition of Fluent has not been consummated and remains subject to certain customary closing conditions.]

By | 2016-03-13T14:43:22+00:00 December 2nd, 2015|Categories: Chinese Stocks, IDI, SEC Original|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We

[CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements Form S-8 (Nos. 333-177025, 333-188739, 333-194952, 333-206043) and Form S-3 (Nos. 333-206402 and 333-205614) of IDI, Inc. (the “Company”) of our report dated April 27, 2015, on our audit of the consolidated balance sheet of Fluent, Inc. and subsidiaries as of] [Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statements (Form S-3 No. 333-205614 and Form S-3 No. 333-206402) of IDI, Inc., (2) Registration Statement (Form S-8 No. 333-177025) pertaining to the SearchMedia Holdings Limited Amended and Restated 2008 Share Incentive Plan, (3) Registration Statements (Form S-8 No. 333-188739 and Form] [IDI Fluent IDI to Acquire Fluent Applying Next-Generation Data Analytics to Help Marketers Acquire their Best Customers at Scale © 2015 IDI, Inc. All rights reserved. This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments] [FLUENT, INC. AND SUBSIDIARIES Contents Page Consolidated Financial Statements Independent auditors’ report 1 Consolidated balance sheet as of December 31, 2014 2 Consolidated statement of income and comprehensive income for the year ended December 31, 2014 3 Consolidated statement of changes in stockholders’ equity for the year ended December 31, 2014 4 Consolidated statement of cash flows for the year] [ONSOLIDATED INANCIAL TATEMENTS C Fluent, Inc. and Subsidiaries Year Ended December 31, 2013 Fluent, Inc. and Subsidiaries Consolidated Financial Statements Year Ended December 31, 2013 Contents 1 Consolidated Financial Statements Consolidated Balance Sheet as of December 31, 2013 2 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2013 and 2012 3 Consolidated Statements of Changes] [FLUENT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2015 (UNAUDITED) FLUENT, INC. AND SUBSIDIARIES Contents Page Condensed Consolidated Financial Statements Condensed consolidated balance sheet as of September 30, 2015 (unaudited) 1 Condensed consolidated statement of income and comprehensive income for the nine months ended September 30, 2015 (unaudited) 2 Condensed consolidated statement of cash flows] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Also, on November 16, 2015, the Company entered into a Stock Purchase Agreement for the sale of 119,940 shares of Series B Preferred to Frost Gamma in exchange for approximately $40.0 million. The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the historical financial statements of IDI and Fluent after] [Item 7.01 Regulation FD Information Item 8.01. The Company is providing, through the filing of this Current Report on Form 8-K, certain financial information regarding Fluent and certain pro forma financial information regarding the Company and Fluent. The Company’s proposed acquisition of Fluent has not been consummated and remains subject to certain customary closing conditions.]

By | 2016-03-13T14:44:50+00:00 December 2nd, 2015|Categories: Chinese Stocks, IDI, Webplus ver|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: (Original Filing)

[AGREEMENT AND PLAN OF MERGER BY AND AMONG IDI INC., FLUENT ACQUISITION I, INC., FLUENT ACQUISITION II, LLC, FLUENT, INC., AND RYAN SCHULKE, AS REPRESENTATIVE OF THE SELLERS November 16, 2015 TABLE OF CONTENTS ARTICLE I THE MERGER; MERGER CONSIDERATION; APPOINTMENT OF REPRESENTATIVE 2 Section 1.1 Merger 2 Section 1.2 Effective Time 2 Section 1.3 Effect of the Merger 3] [EXECUTION VERSION CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK OF IDI, INC. WHEREAS Company WHEREAS Certificate of Incorporation Board WHEREAS WHEREAS RESOLVED Section 1. Definitions Affiliate “ Alternate Consideration “ Business Day “ Common Stock Common Stock Equivalents Company “ Conversion Date “ Conversion Ratio “ Conversion Shares Equity Securities Fundamental Transaction “] [EXECUTION VERSION SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser This Securities Purchase Agreement is dated as of November 16, 2015 (this “ Preferred Stock Preferred Stock Transaction WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “ Common] [EXECUTION VERSION ACT COMPANY STOCKHOLDERS AGREEMENT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the “ Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding provided Company Convertible Securities Excluded Issuances 2 Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser This Stock Purchase Agreement is dated as of November 16, 2015 (this “ Preferred Stock Transaction WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “ NOW, THEREFORE, in consideration of] [EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT Agreement Effective Date IDI, INC. Company MICHAEL BRAUSER Executive WHEREAS NOW THEREFORE Employment 1. Term Term 2. Duties and Responsibilities 3. Board 3.1 Executive shall have the position of Executive Chairman of the Board of Directors (the “ 3.2 Executive’s employment by Company shall be full-time, and during the Term, Executive agrees that] [SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Amendment Company Employee This Second Amendment to Employment Agreement (the “ Best One Employment Agreement WHEREAS, The Best One, Inc., a Florida corporation (“ WHEREAS, Company and Employee desire to amend the Employment Agreement in accordance with the terms and provisions hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and] [SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Amendment th Company Employee This Second Amendment to Employment Agreement (the “ Best One Employment Agreement WHEREAS, The Best One, Inc., a Florida corporation (“ WHEREAS, Company and Employee desire to amend the Employment Agreement in accordance with the terms and provisions hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein] [IDI to Acquire Fluent Transformational Transaction Accelerates IDI Strategy to Apply Next-Generation Data Fusion Technology in the Consumer Marketing Industry; $126 Million Revenue and $19.9 Million EBITDA Over Trailing Twelve Months (through Q3); Dr. Phillip Frost to Join IDI Board as Vice Chairman BOCA RATON, Fla.—November 17, 2015—IDI, Inc. (NYSE MKT: IDI) Highlights: • Fluent is a leader in people-based] [Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement st At the Effective Time, the Company expects to deliver a written consent of Company stockholders representing a majority in voting interest of Common Stock, in accordance with the Company’s governing documents and the General Corporation Law of the State of Delaware approving the issuance of the Conversion Shares. The]

By | 2016-03-13T14:46:22+00:00 November 19th, 2015|Categories: Chinese Stocks, IDI, SEC Original|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: AGREEMENT AND PLAN OF MERGER BY AND AMONG

[AGREEMENT AND PLAN OF MERGER BY AND AMONG IDI INC., FLUENT ACQUISITION I, INC., FLUENT ACQUISITION II, LLC, FLUENT, INC., AND RYAN SCHULKE, AS REPRESENTATIVE OF THE SELLERS November 16, 2015 TABLE OF CONTENTS ARTICLE I THE MERGER; MERGER CONSIDERATION; APPOINTMENT OF REPRESENTATIVE 2 Section 1.1 Merger 2 Section 1.2 Effective Time 2 Section 1.3 Effect of the Merger 3] [EXECUTION VERSION CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK OF IDI, INC. WHEREAS Company WHEREAS Certificate of Incorporation Board WHEREAS WHEREAS RESOLVED Section 1. Definitions Affiliate “ Alternate Consideration “ Business Day “ Common Stock Common Stock Equivalents Company “ Conversion Date “ Conversion Ratio “ Conversion Shares Equity Securities Fundamental Transaction “] [EXECUTION VERSION SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser This Securities Purchase Agreement is dated as of November 16, 2015 (this “ Preferred Stock Preferred Stock Transaction WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “ Common] [EXECUTION VERSION ACT COMPANY STOCKHOLDERS AGREEMENT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the “ Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding provided Company Convertible Securities Excluded Issuances 2 Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser This Stock Purchase Agreement is dated as of November 16, 2015 (this “ Preferred Stock Transaction WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “ NOW, THEREFORE, in consideration of] [EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT Agreement Effective Date IDI, INC. Company MICHAEL BRAUSER Executive WHEREAS NOW THEREFORE Employment 1. Term Term 2. Duties and Responsibilities 3. Board 3.1 Executive shall have the position of Executive Chairman of the Board of Directors (the “ 3.2 Executive’s employment by Company shall be full-time, and during the Term, Executive agrees that] [SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Amendment Company Employee This Second Amendment to Employment Agreement (the “ Best One Employment Agreement WHEREAS, The Best One, Inc., a Florida corporation (“ WHEREAS, Company and Employee desire to amend the Employment Agreement in accordance with the terms and provisions hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and] [SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Amendment th Company Employee This Second Amendment to Employment Agreement (the “ Best One Employment Agreement WHEREAS, The Best One, Inc., a Florida corporation (“ WHEREAS, Company and Employee desire to amend the Employment Agreement in accordance with the terms and provisions hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein] [IDI to Acquire Fluent Transformational Transaction Accelerates IDI Strategy to Apply Next-Generation Data Fusion Technology in the Consumer Marketing Industry; $126 Million Revenue and $19.9 Million EBITDA Over Trailing Twelve Months (through Q3); Dr. Phillip Frost to Join IDI Board as Vice Chairman BOCA RATON, Fla.—November 17, 2015—IDI, Inc. (NYSE MKT: IDI) Highlights: • Fluent is a leader in people-based] [Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement st At the Effective Time, the Company expects to deliver a written consent of Company stockholders representing a majority in voting interest of Common Stock, in accordance with the Company’s governing documents and the General Corporation Law of the State of Delaware approving the issuance of the Conversion Shares. The]

By | 2016-03-13T14:48:19+00:00 November 19th, 2015|Categories: Chinese Stocks, IDI, Webplus ver|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: (Original Filing)

[IDI, Inc. Reports Third Quarter 2015 Results BOCA RATON, Fla.—November 16, 2015—IDI, Inc. (NYSE MKT: IDI) Key highlights for the third quarter of 2015 include: • Successful internal alpha testing of next generation data fusion technology, with expected release of the first phase of idiCORE™ in Q4 2015. • Deployment of secure, production ready cloud infrastructure to support product offerings] [Item 2.02 Results of Operations and Financial Condition. Item 2.02 Results of Operations and Financial Condition. Item 9.01 99.1 Press Release, dated November 16, 2015 2]

By | 2016-03-13T14:49:56+00:00 November 19th, 2015|Categories: Chinese Stocks, IDI, SEC Original|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: IDI, Inc. Reports Third Quarter 2015 Results BOCA

[IDI, Inc. Reports Third Quarter 2015 Results BOCA RATON, Fla.—November 16, 2015—IDI, Inc. (NYSE MKT: IDI) Key highlights for the third quarter of 2015 include: • Successful internal alpha testing of next generation data fusion technology, with expected release of the first phase of idiCORE™ in Q4 2015. • Deployment of secure, production ready cloud infrastructure to support product offerings] [Item 2.02 Results of Operations and Financial Condition. Item 2.02 Results of Operations and Financial Condition. Item 9.01 99.1 Press Release, dated November 16, 2015 2]

By | 2016-03-13T14:50:43+00:00 November 19th, 2015|Categories: Chinese Stocks, IDI, Webplus ver|Tags: , , , , , |0 Comments

IDI [IDI] 10-Q: (Original Filing)

[] [IDI, INC. Section 1 Definitions 1 Section 2 Exercise (a) Exercise Price $ (b) Cashless Exercise (c) (A) = (B) = (X) = 2 “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average] [IDI, INC. CONTRACT FOR SERVICES th This Contract for Services (“Agreement”) is made and entered into as of the 24 Whereas, IDI wishes to engage Consultant and the Consultant is desirous and willing to accept such engagement and render such services, all upon and subject to the terms and conditions contained in this Agreement; NOW, THEREFORE, in consideration of the] [CERTIFICATIONS I, Michael Brauser, certify that: (1) I have reviewed this Quarterly Report on Form 10-Q of IDI, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATIONS I, Aaron Solomon, certify that: (1) I have reviewed this Quarterly Report on Form 10-Q of IDI, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IDI, Inc. November 16, 2015 Michael Brauser Executive Chairman EX-32.1 6 d30667dex321.htm EX-32.1] [TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IDI, Inc. November 16, 2015 Aaron Solomon Interim Chief Financial Officer (Principal Financial Officer) EX-32.2 7 d30667dex322.htm EX-32.2]

By | 2016-03-13T14:53:12+00:00 November 16th, 2015|Categories: Chinese Stocks, IDI, SEC Original|Tags: , , , , , |0 Comments

IDI [IDI] 10-Q:

[] [IDI, INC. Section 1 Definitions 1 Section 2 Exercise (a) Exercise Price $ (b) Cashless Exercise (c) (A) = (B) = (X) = 2 “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average] [IDI, INC. CONTRACT FOR SERVICES th This Contract for Services (“Agreement”) is made and entered into as of the 24 Whereas, IDI wishes to engage Consultant and the Consultant is desirous and willing to accept such engagement and render such services, all upon and subject to the terms and conditions contained in this Agreement; NOW, THEREFORE, in consideration of the] [CERTIFICATIONS I, Michael Brauser, certify that: (1) I have reviewed this Quarterly Report on Form 10-Q of IDI, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATIONS I, Aaron Solomon, certify that: (1) I have reviewed this Quarterly Report on Form 10-Q of IDI, Inc.; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IDI, Inc. November 16, 2015 Michael Brauser Executive Chairman EX-32.1 6 d30667dex321.htm EX-32.1] [TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IDI, Inc. November 16, 2015 Aaron Solomon Interim Chief Financial Officer (Principal Financial Officer) EX-32.2 7 d30667dex322.htm EX-32.2]

By | 2016-03-13T14:54:34+00:00 November 16th, 2015|Categories: Chinese Stocks, IDI, Webplus ver|Tags: , , , , , |0 Comments

IDI [IDI] 8-K: NYSE MKT: IDI © 2015 IDI, Inc. All

[NYSE MKT: IDI © 2015 IDI, Inc. All rights reserved. THE NEXT GENERATION OF DATA FUSION 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. statements about our expectations, beliefs or intentions regarding our business, technologies and] [Item 8.01 Other Events Description 99.1]

By | 2016-03-13T14:58:16+00:00 September 10th, 2015|Categories: Chinese Stocks, IDI, Webplus ver|Tags: , , , , , |0 Comments
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