Attached files
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| EX-23.1 - CONSENT OF RSM US LLP, INDEPENDENT AUDITORS - Rekor Systems, Inc. | a231rsmconsent.htm |
| EX-99.2 - UNAUDITED PRO FORMA FINANCIAL INFORMATION OF NOVUME SOLUTIONS, INC. GIVING EFFEC - Rekor Systems, Inc. | a992neosystemsproforma.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS OF NEOSYSTEMS, CORP - Rekor Systems, Inc. | a991neosystemsfinancialst.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
November 16, 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 Albemarle 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))
Indicate
by check mark whether the registrant is an emerging
growth company as defined in 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 checkmark 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. ☐
This
Current Report on Form 8-K/A (this "Amendment") is being filed to
include disclosures that amend and supplement thos disclosures made
by Novume Solutions, Inc. (the "Company") in its Current Report on
Form 8-K (the "Original Form 8-K") file with the Securities and
Exchange Commission on November 20, 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 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On
November 16, 2017, Novume Solutions, Inc., a Delaware corporation
(“Novume” or the
“Company”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) by and
among Novume, NeoSystems Holding, LLC, a Delaware limited liability
company and wholly owned subsidiary of Novume (“Merger Sub”), NeoSystems
HoldCo, Inc., a Virginia corporation (“NeoSystems HoldCo”),
NeoSystems LLC, a Virginia limited liability company and a wholly
owned subsidiary of NeoSystems HoldCo (“NeoSystems”), Robert W.
Wilson, Jr., in his personal capacity, Michael Tinsley, in his
personal capacity (Messrs. Wilson and Tinsley, collectively, the
“Key
Holders”) and Michael Tinsley, in his capacity as the
representative of each shareholder of NeoSystems Holdco that has
not demanded and perfected appraisal rights under the Virginia
Stock Corporation Act (the “Participating
Stockholders”). Pursuant to the Merger Agreement,
Novume will acquire NeoSystems through a forward merger, whereby
NeoSystems HoldCo will merge with and into Merger Sub, with Merger
Sub as the surviving entity and the sole holder of NeoSystems (the
“Merger”).
This
Amendment amends the Original Form 8-K filed on November 20, 2017
to provide, as required by Items 9.01, the audited annual and
unaudited interim financial statements of NeoSystems and the
unaudited pro forma condensed consolidated financial informatino
related to the NeoSystems anticipated
acquisition.
Item 9.01 Financial Statements and Exhibits.
The
following audited financial statements are attached hereto as
Exhibit 99.1:
●
Report
of RSM US LLP Independent Auditors
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The
balance sheets of NeoSystems as of December 31, 2016 and
2015
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The
statements of operations of NeoSystems
for the years ended December 31, 2016 and 2015
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The
statement of stockholders’ equity of NeoSystems
for the years ended December 31, 2016 and 2015
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The
statement of cash flows of NeoSystems
for the years ended December 31, 2016 and 2015
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Notes
to financial statements of NeoSystems
(d)
Exhibits
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Exhibit No.
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Description
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Consent of RSM US LLP, Independent Auditors | |
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Audited Financial
Statements of NeoSystems, Corp |
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Unaudited
Pro Forma Financial Information of Novume Solutions, Inc. giving
effect to the anticipated acquisition of NeoSystems,
Corp.
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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.
NOVUME
SOLUTIONS, INC.
By:
/s/ Robert A. Berman
Name:
Robert A.
Berman
Title:
Chief Executive
Officer
Date:
November 28, 2017
EXHIBIT INDEX
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Exhibit No.
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Description
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Consent of
RSM US LLP, Independent Auditors
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Audited
Financial Statements of NeoSystems, Corp.
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Unaudited
Pro Forma Financial Information of Novume Solutions, Inc. giving
effect to the anticipated acquisition of NeoSystems,
Corp.
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