Attached files
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EX-99.1 - AUDITED FINANCIAL STATEMENTS OF GLOBAL TECHNICAL SERVICES, INC AND GLOBAL CONTRA - Rekor Systems, Inc. | globalfinancials20162015-.htm |
EX-99.2 - UNAUDITED PRO FORMA FINANCIAL INFORMATION OF NOVUME SOLUTIONS, INC. GIVING EFFEC - Rekor Systems, Inc. | global992exhibit.htm |
EX-23.2 - CONSENT OF BD & COMPANY INC., INDEPENDENT AUDITORS - Rekor Systems, Inc. | gtsconsentdraft-8ka.htm |
EX-23.1 - CONSENT OF BD & COMPANY INC., INDEPENDENT AUDITORS - Rekor Systems, Inc. | gcpconsentdraft-8ka.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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))
This
Current Report on Form 8-K/A (this “Amendment”) is
being filed to include disclosures that amend and supplement those
disclosures made by Novume Solutions, Inc. (the
“Company”) in its Current Report on Form 8-K (the
“Original Form 8-K”) filed with the Securities and
Exchange Commission on October 4, 2017. The financial statements
described in Item 9.01 below should be read in conjunction with the
Original Form 8-K and this Amendment.
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”).
This
Amendment amends the Original Form 8-K filed on October 4, 2017 to
provide, as required by Items 9.01, the audited annual and
unaudited interim financial statements of GTS and GCP and the
unaudited pro forma condensed consolidated financial information
related to the GTS and GCP acquisitions.
Item 9.01.
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Financial Statements and Exhibits.
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The
following audited financial statements are attached hereto as
Exhibit 99.1:
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●
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Report
of BD & Company, Inc., Independent Auditors
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The
balance sheets of GTS and GCP as of December 31, 2016 and
2015
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The
statements of operations of GTS and GCP for the years ended
December 31, 2016 and 2015
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The
statement of stockholders’ equity of GTS and GCP for the
years ended December 31, 2016 and 2015
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●
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The
statement of cash flows of GTS and GCP for the years ended December
31, 2016 and 2015
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●
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Notes
to financial statements of GTS and GCP
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(d)
Exhibits
Exhibit No.
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Description
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Consent of BD
& Company Inc., Independent Auditors
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Consent of BD
& Company Inc., Independent Auditors
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Audited Financial Statements of Global Technical
Services, Inc. and Global Contract Professionals, Inc.
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Unaudited Pro
Forma Financial Information of Novume Solutions, Inc. giving effect
to the acquisitions of Global Technical Services, Inc. and
Global Contract Professionals, Inc.
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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:
November 21, 2017
EXHIBIT INDEX
Exhibit No.
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Description
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Consent of BD
& Company Inc., Independent Auditors
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Consent of BD
& Company Inc., Independent Auditors
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Audited
Financial Statements of Global Technical Services, Inc. and Global
Contract Professionals, Inc. |
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Unaudited Pro
Forma Financial Information of Novume Solutions, Inc. giving effect
to the acquisitions of Global Technical Services, Inc. and
Global Contract Professionals, Inc.
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