Attached files
| file | filename |
|---|---|
| EX-10.2 - SECURITY AGREEMENT - Rekor Systems, Inc. | exhibit10_2securityagreem.htm |
| EX-10.1 - PROMISSORY NOTE - Rekor Systems, Inc. | exhibit10_1promissorynote.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): April 3, 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. ☐
1
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On April 3, 2018,
Novume Solutions, Inc. (“Novume”) and its wholly owned
subsidiary, Brekford Traffic Safety, Inc. (“Brekford”),
(collectively, the “Company”) entered into a Promissory
Note (the “Note”) and a Security Agreement with an
institutional investor (the “Lender”) pursuant to which
the Lender loaned $2,000,000 to the Company. The Note is due and
payable on May 1, 2019 and bears interest at 15% per annum, with a
minimum of 15% interest payable regardless of when the Note is
repaid. The Note is secured by a security interest in all of the
assets of Brekford. In addition, Novume agreed to issue 35,000
shares of Novume common stock to the Lender, which shares contain
piggy-back registration rights. If the shares are not so
registered on the next Novume shareholder registration statement,
Novume shall be obligated to issue an additional 15,000 shares of
Novume common stock to the Lender. Upon any sale of Brekford or its
assets, the Lender will be entitled to receive 7% of any proceeds
received by Novume or Brekford in excess of $5 million. In
addition, commencing January 1, 2020, the Lender shall be paid 7%
of Brekford’s earnings before interest, taxes, depreciation
and amortization, less any capital expenditures, which amount would
be credited against proceeds from the sale of Brekford, if
any.
The
foregoing description of the Note and Security Agreement is a
summary only and is qualified in its entirety by reference to the
full text of the
Note and the Security Agreement, which are
filed as Exhibits 10.1 and 10.2, respectively, hereto and are
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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10.1
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Promissory Note
between Brekford Traffic Safety, Inc., Novume Solutions, Inc. and
Cedarview Opportunities Master Fund, LP, dated April 3, 2018
(1)
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10.2
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Security Agreement
between Brekford Traffic Safety, Inc. and Cedarview Opportunities
Master Fund, LP, dated April 3, 2018 (1)
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(1)
Filed
herewith.
2
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: April 9,
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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3
EXHIBIT
INDEX
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Exhibit
No.
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Description
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(1)
Filed
herewith.
4