Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE DATED OCTOBER 4, 2017 - Rekor Systems, Inc. | exhibit991pressrelease-gl.htm |
| EX-10.2 - GENERAL CONTINUING GUARANTY, DATED SEPTEMBER 29, 2017 AND EFFECTIVE ON OCTOBER 1 - Rekor Systems, Inc. | exhibit102generalcontinui.htm |
| EX-10.1 - GENERAL CONTINUING GUARANTY, DATED SEPTEMBER 29, 2017 AND EFFECTIVE ON OCTOBER 1 - Rekor Systems, Inc. | exhibit101generalcontinui.htm |
| EX-4.2 - CERTIFICATE OF DESIGNATIONS OF NOVUME SERIES B CUMULATIVE CONVERTIBLE PREFERRED - Rekor Systems, Inc. | exhibit42keystonecertific.htm |
| EX-4.1 - REGISTRATION RIGHTS AGREEMENT, DATED OCTOBER 1, 2017, BY AND AMONG NOVUME SOLUTI - Rekor Systems, Inc. | exhibit41registrationrigh.htm |
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
October 1, 2017
Date of Report (date of earliest event reported)
NOVUME SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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000-55833
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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 Number)
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14420 Albermarle Point Place, Suite 200,
Chantilly, VA 20151
(Address of principal executive offices)
(703) 953-3838
(Registrant’s telephone number, including area
code)
(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 (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 1.01.
Entry into a Material Definitive Agreement.
The
information below in Item 2.01 regarding the Registration Rights
Agreement and the Wells Fargo Guaranty Agreements are incorporated
herein by reference in response to this Item 1.01.
Item 2.01.
Completion of Acquisition or Disposition of Assets.
On
October 1, 2017, Novume Solutions, Inc., a Delaware corporation
(“Novume” or the
“Company”), completed its
previously announced acquisition (the “Mergers”) of Global
Technical Services, Inc. a Texas corporation (“GTS”) and Global Contract
Professionals, Inc., a Texas corporation (“GCP”) pursuant to the
terms of an Agreement and Plan of Merger, dated September 21, 2017
(the “Merger
Agreement”), by and among Novume, Global Technical
Services Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Novume (“GTS Merger Sub”), Global
Contract Professionals Merger Sub, Inc., a Delaware corporation and
a wholly owned subsidiary of Novume (“GCP Merger Sub”), GTS,
GCP, and the sole stockholder of GTS and GCP (the
“Stockholder”), as
previously disclosed in the Company’s Current Report on Form
8-K as filed with the Securities and Exchange Commission on
September 22, 2017 (the “Merger Agreement Form
8-K”).
Upon
the consummation of the Mergers, the Stockholder received (a)
$750,000 in cash, subject to certain reductions in accordance with
the Merger Agreement, (b) 300,000 shares of Novume common stock
(the “Novume Common
Stock”) and (c) 240,861 shares of Novume Series B
Cumulative Convertible Preferred Stock (the “Novume Series B Preferred
Stock”) (together, the “Merger Consideration”).
The amount of shares of Novume Series B Preferred Stock issued to
the Stockholder was tied to the five
(5) day VWAP (volume-weighted average price as defined in the
Certificate of Designations creating the Series B Preferred Stock)
of Novume Common Stock prior to October 1, 2017, which was
approximately $1.9713 per share.
In addition to the Merger Consideration, Novume
paid $365,036.55 to satisfy in full all of the outstanding debt of
GTS and GCP at closing, except for certain intercompany debt and
ordinary course debt, and amounts due under (a) the Secured Account
Purchase Agreement dated August 22, 2012 by and between GTS
and Wells Fargo Bank, National Association (the
“GTS Wells Fargo Credit
Facility”) and (b) the
Secured Account Purchase Agreement dated August 22, 2012 by
and between GCP and Wells Fargo Bank, National Association (the
“GCP Wells Fargo Credit
Facility” and together
with the GTS Wells Fargo Credit Facility, the
“Wells Fargo Credit
Facilities”), which will
remain in effect following the consummation of the Mergers. In
connection with the Wells Fargo Credit Facilities, Novume has
delivered to Wells Fargo Bank, National Association, general
continuing guaranties dated September 29, 2017 and effective
October 3, 2017 (the “Wells Fargo Guaranty
Agreements”),
guaranteeing the Guaranteed Obligations of GTS and GCP (as defined
in the Wells Fargo Guaranty Agreements) under the Wells Fargo
Credit Facilities, and has paid $175,000 in the aggregate to reduce
the current borrowed amounts under the Wells Fargo Credit
Facilities as of the closing date. Copies of the Wells Fargo
Guaranty Agreements are attached hereto as Exhibit 10.1 and 10.2,
respectively, and are incorporated herein by
reference.
Furthermore, as additional consideration for the
cancellation of the Promissory Note (the “Promissory
Note”) issued by GTS for
the benefit of G&W Ventures, Inc., Novume issued 75,000 shares
of Novume Common Stock to G&W Ventures, Inc. upon the
consummation of the Mergers.
The
shares of Novume Common Stock and Novume Series B Preferred Stock
issued in the Mergers were issued in reliance upon the exemptions
from registration under the Securities Act of 1933, as amended,
provided by Section 4(a)(2) and Rule 506 of Regulation D
promulgated thereunder
The
description of the Merger contained in this Item 2.01 does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which was filed as Exhibit 2.1
to the Merger Agreement Form 8-K and is incorporated herein by
reference.
Registration Rights Agreement
In connection with the
consummation of the Mergers, and pursuant to a Registration Rights
Agreement (the “Registration
Rights Agreement”), dated
October 1, 2017 by and among the
Company, the Stockholder and G&W Ventures, Inc., the Company
has agreed to provide certain piggyback registration rights to the
Stockholder and G&W Ventures, Inc. in respect of the Novume
Common Stock issued to the Stockholder as Merger Consideration and
issued to G&W Ventures, Inc. for the cancellation of the
Promissory Note, and the Novume Common Stock underlying the Novume
Series B Preferred Stock issued to the Stockholder as Merger
Consideration (collectively, the “Registrable
Securities”). Specifically,
following the Company’s initial public offering, the Company
has agreed to use commercially reasonable efforts to include the
Registrable Securities in any registration statement that the
Company proposes to register any of its securities for its own
account or on behalf of any of its other stockholders (other than
in connection with a registration relating solely to the sale of
shares to the Company’s employees).
The foregoing description of
the Registration Rights
Agreement does not purport
to be complete and is qualified by reference in its entirety to the
full text of the Registration Rights
Agreement, a copy of which is
attached hereto as Exhibit 4.1 and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant
The
information above in Item 2.01 regarding the Wells Fargo Credit
Facilities and the Wells Fargo Guaranty Agreements are incorporated
herein by reference in response to this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The
information above in Item 2.01 regarding the issuance of the Novume
Common Stock and Novume Series B Preferred Stock is incorporated
herein by reference in response to this Item 3.02.
The Certificate of Designations of the Novume
Series B Preferred Stock (the “Certificate of
Designations”) was
approved by the Board of Directors of the Company on September 27,
2017, filed with the Delaware Secretary of State on September 29,
2017, and effective on October 1, 2017. The rights, preferences and
privileges of the Novume Series B Preferred Stock are set forth in
the Certificate of Designations, a copy of which is attached as
Exhibit 4.2 to this Current Report on Form 8-K, and described more
fully in the Merger Agreement Form 8-K under the heading
“Novume Series B Preferred
Stock”, both of
which are incorporated herein by reference
Item 3.03 Material Modification to Rights of Security
Holders
The
information above in Items 2.01 and 3.02 regarding the Novume
Common Stock and Novume Series B Preferred Stock and the
Certificate of Designations of the Novume Series B Preferred Stock
is incorporated herein by reference in response to this Item
3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The
information above in Items 2.01 and 3.02 regarding the Novume
Series B Preferred Stock and the Certificate of Designations of the
Novume Series B Preferred Stock is incorporated herein by reference
in response to this Item 5.03.
Item 8.01 Other Events.
On
October 4, 2017, Novume, GTS and GCP issued a joint press release
announcing, among other things, the consummation of the Mergers. A
copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by
reference.
Additional Information
This
announcement is neither an offer to sell, nor a solicitation of an
offer to buy, any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. The securities described herein
have not been and will not be registered under the Securities Act,
or any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act,
and applicable state securities laws.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit No.
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Description
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Registration
Rights Agreement, dated October 1, 2017, by and among Novume
Solutions, Inc., G&W Ventures, and Paul Milligan
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Certificate
of Designations of Novume Series B Cumulative Convertible Preferred
Stock
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General
Continuing Guaranty, dated September 29, 2017 and effective on
October 3, 2017, by and between Wells Fargo Bank, National
Association and Novume Solutions, Inc. for Global Technical
Services, Inc.
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General
Continuing Guaranty, dated September 29, 2017 and effective on
October 3, 2017, by and between Wells Fargo Bank, National
Association and Novume Solutions, Inc. for Global Contract
Professionals, Inc.
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Press
release dated October 4, 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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NOVUME
SOLUTIONS, INC.
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By:
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/s/ Robert A.
Berman
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Name:
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Robert
A. Berman
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Title:
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Chief
Executive Officer
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Date:
October 4, 2017
EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Registration
Rights Agreement, dated October 1, 2017, by and among Novume
Solutions, Inc., G&W Ventures, and Paul Milligan.
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4.2
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Certificate
of Designations of Novume Series B Cumulative Convertible Preferred
Stock.
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10.1
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General
Continuing Guaranty, dated September 29, 2017 and effective on
October 3, 2017, by and between Wells Fargo Bank, National
Association and Novume Solutions, Inc. for Global Technical
Services, Inc.
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10.2
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General
Continuing Guaranty, dated September 29, 2017 and effective on
October 3, 2017, by and between Wells Fargo Bank, National
Association and Novume Solutions, Inc. for Global Contract
Professionals, Inc.
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99.1
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Press
release dated October 4, 2017.
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