Attached files
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
August 21, 2017
Date of
Report (Date of Earliest Event Reported)
NOVUME SOLUTIONS, INC.
(Exact
Name of Small Business Issuer as Specified in Its
Charter)
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DELAWARE
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333-216014
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81-56266334
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission File
Number)
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(I.R.S.
Employer
Identification
No.)
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14420 Albemarle Point Place, Suite 200,
Chantilly, VA, 20151
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(Address
of Principal Executive Offices)
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(703) 953-3838
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(Issuer’s
Telephone Number, Including Area Code)
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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 Instruction 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On
August 21, 2017, Novume Solutions, Inc., a Delaware corporation
(the "Company")
filed (i) an Amended and Restated Certificate of Incorporation (the
“A&R
Certificate”), and (ii) a Certificate of Designations,
Rights and Preferences (the “Series A COD”) of the
Company’s Series A Cumulative Convertible Redeemable
Preferred Stock, par value $0.0001 per share (“Series A Preferred
Stock”) with the Secretary of State of the State of
Delaware. The provisions of the A&R Certificate and the Series
A COD are disclosed in the section entitled “Description of
the Capital Stock of Novume” contained in Pre-Effective
Amendment No. 4 to the Registration Statement
on Form S-4 (Reg. No.: 333-216014) (the “Registration
Statement”) of the
Company, which is incorporated herein by reference in
response to this Item 5.03.
On
August 24, 2017, the Board authorized the adoption of the Amended
and Restated Bylaws of the Company, the terms of which are
disclosed in the section entitled “Comparison of Stockholder
Rights” contained in the Registration Statement, which is
incorporated herein by reference in response to this Item
5.03.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Amended
and Restated Certificate of Incorporation of Novume Solutions,
Inc., as filed with the Secretary of State of the State of Delaware
on August 21, 2017
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3.2
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Amended
and Restated Bylaws of Novume Solutions, Inc., as adopted on August
24, 2017
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4.1
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Certificate
of Designations, Rights and Preferences of Series A Cumulative
Convertible Redeemable Preferred Stock of Novume Solutions, Inc.,
as filed with the Secretary of State of the State of Delaware on
August 21, 2017
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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.
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Date:
August 25, 2017
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By:
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/s/
Riaz Latifullah
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Riaz
Latifullah, Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Amended
and Restated Certificate of Incorporation of Novume Solutions,
Inc., as filed with the Secretary of State of the State of Delaware
on August 21, 2017
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Amended
and Restated Bylaws of Novume Solutions, Inc., as adopted on August
24, 2017
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Certificate
of Designations, Rights and Preferences of Series A Cumulative
Convertible Redeemable Preferred Stock of Novume Solutions, Inc.,
as filed with the Secretary of State of the State of Delaware on
August 21, 2017
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