Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE ISSUED BY NOVUME SOLUTIONS, INC. ON OCTOBER 13, 2017 - Rekor Systems, Inc. | a991pressrelease-neosyste.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
Date of
Report (Date of earliest event reported): October 11,
2017
____________________
NOVUME SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-55833
|
81-56266334
|
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
|
|
14420 Albemarle Point Place, Suite 200,
Chantilly, VA, 20151
|
||
|
(Address of
Principal Executive Offices)
|
||
|
|
||
|
Registrant's
Telephone Number, Including Area Code: (703) 953-3838
|
||
|
|
||
|
|
|
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:
|
|
☐ 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))
|
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 8.01 Other Events.
On
October 11, 2017, Novume Solutions, Inc. (the
“Company”) entered into a Preliminary Term Sheet (the
“Term Sheet”) with NeoSystems Corp.
(“NeoSystems”) which sets forth the parties’
intent to consummate a transaction pursuant to which the Company
will acquire NeoSystems, which upon closing (the
“Closing”), will be a wholly owned subsidiary of the
Company. The consideration for the transaction will be
approximately $21 million, comprised of cash, restricted shares of
the Company’s stock and assumption of certain debt and
liabilities by the Company. The Term Sheet also contemplates that
at the Closing the Company will enter into employment agreements
with certain executives of NeoSystems. Upon consummation of the
transaction, the employees of NeoSystems will receive stock options
or other equity incentives under the Company’s equity
incentive plan to replace stock options or other equity incentives
held in NeoSystems. The Term Sheet also contemplates that
NeoSystems will be entitled to appoint one member to the Board of
Directors of the Company.
The
Closing is subject to customary closing conditions including but
not limited to, satisfactory completion of due diligence,
negotiation and entry into definitive agreements, approval of the
transactions by the boards of directors of the Company and
NeoSystems, and consummation of a financing
transaction.
Item 9.01 Exhibits
(d)
Exhibits
|
Exhibit
|
|
Description
|
|
|
|
Press
Release issued by Novume Solutions, Inc. on October 13, 2017 (filed
herewith).
|
SIGNATURE
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.
|
|
Novume Solutions,
Inc.
|
|
|
|
|
|
|
|
|
Date: October 13,
2017
|
By:
|
/s/ Robert A.
Berman
|
|
|
|
Name:
|
Robert A.
Berman
|
|
|
|
Title:
|
Chief Executive
Officer
|
|