Attached files
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| EX-99.1 - PRESS RELEASE - Rekor Systems, Inc. | pressrelease-tiendaappoin.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
December 18, 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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000-55833
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81-5266334
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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
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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))
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.
☐
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
December 18, 2017, the board of directors (the “Board”)
of the Novume Solutions, Inc. (the “Company”) appointed
Marta Tienda, PhD, 67, as a member of the Board, with such
appointment to take effect immediately. She will serve on the
Board’s Governance Committee and Compensation
Committee.
Marta Tienda has
served as the Maurice P. During ’22 Professor in demographic
Studies at Princeton University since 1999. She has also been a
Professor of Sociology and Public Affairs and a Research Associate
in the Office of Population Research at Princeton since
1997. Currently, she is an independent trustee of the
Teachers Insurance Annuity Association (TIAA), the Jacobs
Foundation of Switzerland, and the Sloan Foundation, and serves on
the board of the Population Reference Bureau. Previously, she held
permanent positions at the University of Chicago, where she served
as chair of the sociology department, and the University of
Wisconsin-Madison, and visiting appointments at NYU, Stanford and
Brown. She is a member of the National Academy of Education, the
American Academy of Political and Social Science, and the American
Academy of Arts and Sciences. Professor Tienda is past president of
the Population Association of America, and from 2004 to 2006
chaired the National Research Council Panel on Hispanics. She is
emeritus trustee of Brown University, the Federal Reserve Bank of
New York, the W.T. Grant Foundation, the Carnegie Corporation of
New York, the Kaiser Family Foundation, and the Russell Sage
Foundation. Professor Tienda received honorary doctorates from Ohio
State University, Lehman College and Bank Street College. She has
published over 200 scientific papers and several monographs and
edited books. Professor Tienda holds a BA in Spanish (education)
from Michigan State University, and MA and PhD degrees in Sociology
from the University of Texas at Austin.
The
Board has determined that Professor Tienda is an independent
director within the meaning of NASDAQ Rule 5605.
Professor
Tienda’s compensation for her services as a director will be
consistent with that of the Company’s other non-employee
directors, as described in the Company’s Registration
Statement on Form S-1 as filed with the Securities and Exchange
Commission on November 28, 2017. In addition, on December 18, 2017,
Professor Tienda was granted fully-vested options to purchase
48,499 shares of common stock, par value $0.0001 per share, of the
Company at a strike price of $3.81 per share. The options were
granted under the Novume 2017 Equity Award Plan previously filed as
Exhibit 4.7 to the Company’s Registration Statement on Form
S-8 (Reg. No.: 333-220864) as filed with the Security and Exchange
Commission on October 6, 2017 and expire on December 18,
2027.
There
are no arrangements or understandings between Professor Tienda and
any other persons pursuant to which she was selected as a director,
and there are no transactions in which she has an interest
requiring disclosure under Item 404(a) of Regulation
S-K.
Item
8.01 Other Events
On
December 18, 2017, the Company issued a press release announcing
the appointment of Marta Tienda, PhD, as a member of the Board. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Press
release dated December 19, 2017
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1
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:
December 19, 2017
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By:
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/s/
Robert A. Berman
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Robert
A. Berman,
Chief
Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Press
release dated December 19, 2017
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