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): March 7, 2018
____________________
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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81-5266334
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(IRS
Employer
Identification
No.)
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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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Registrant's
Telephone Number, Including Area Code: (703) 953-3838
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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:
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☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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
1.02 Termination of a Material Definitive
Agreement.
On March 7, 2018,
Novume Solutions, Inc. (the “Company”) received notice
of termination of the Agreement and Plan of Merger (the
“NeoSystems Merger Agreement”) by and among NeoSystems
Holding, LLC, NeoSystems HoldCo, Inc., NeoSystems LLC, Robert W.
Wilson, Jr. in his personal capacity, Michael Tinsley in his
personal capacity, 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 (collectively “NeoSystems”), and
the Company. The stated basis of termination by NeoSystems was due
to the Company’s failure to complete a Qualifying Offering,
as defined in the NeoSystems Merger Agreement, by February 28,
2018. The terms of the NeoSystems Merger Agreement provide that
upon termination, the Company is required to pay certain fees and
expenses of legal counsel, financial advisors, investment bankers
and accountants, which shall not exceed in the aggregate $450,000.
The Company reserves all rights under applicable law with respect
to the NeoSystems Merger Agreement, including such
notice.
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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.
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Novume
Solutions, Inc.
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(Registrant)
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Date: March 13,
2018
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/s/ Robert A.
Berman
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Name:
Robert A. Berman
Title:
Chief Executive Officer
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