Attached files
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EX-5.1 - OPINION ON LEGALITY - Rekor Systems, Inc. | nvmm_ex5-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Rekor Systems, Inc. | nvmm_ex1-1.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): October 29, 2018
____________________
NOVUME SOLUTIONS, INC.
(Exact name of
registrant as specified in its charter)
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. ☐
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Item 1.01. Entry into a Material Definitive Agreement.
On October 29, 2018, Novume Solutions, Inc. (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with ThinkEquity, a division
of Fordham Financial Management, Inc. as representative of the
underwriters named on Schedule 1 thereto (the
“Underwriters”), which provided for the issuance and
sale by the Company in an underwritten public offering (the
“Offering”) and the purchase by the Underwriters of
4,125,000 shares of the Company’s common stock, $0.0001 par
value per share. Subject to the terms and conditions contained in
the Underwriting Agreement, the shares were sold to the
Underwriters at a public offering price of $0.80 per share, less
certain underwriting discounts and commissions. The Company also
granted the Underwriters a 45-day option to purchase, severally and
not jointly, up to 618,750 additional shares of the Company’s
common stock on the same terms and conditions for the purpose of
covering any over-allotments in connection with the Offering. The
net offering proceeds to the Company from the Offering are
estimated to be approximately $2.8 million, after deducting
estimated underwriting discounts and commissions and other
estimated offering expenses. The Company intends to use the net
proceeds from the Offering for general corporate
purposes.
The Offering closed on November 1, 2018. The Offering was made
pursuant to the Company’s shelf registration statement on
Form S-3 (File No. 333-224423)
(the “Registration Statement”), which was declared
effective by the Securities and Exchange Commission (the
“SEC”) on April 30, 2018, as supplemented by a
preliminary prospectus supplement, dated October 24, 2018, and a
final prospectus supplement, dated October 29, 2018, filed with the
SEC pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the “Securities Act”).
The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters (including for liabilities under the Securities Act
and termination and other provisions customary for transactions of
this nature). The Company and all of the Company’s executive
officers and directors and certain shareholders have also agreed
not to sell or transfer any securities of the Company held by them
for a period of: six months from October 29, 2018, in the case of
officers and directors; and three months from October 29, 2018, in
the case of the Company and 5% shareholders, without first
obtaining the written consent of the Underwriters, subject to
certain exceptions.
The representations, warranties and covenants of the Company
contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, are solely for the
benefit of the parties to such agreement and may be subject to
limitations agreed upon by the contracting parties. Investors are
not third-party beneficiaries under the Underwriting Agreement and
should not rely on the representations, warranties and covenants or
any descriptions thereof as characterizations of the actual state
of facts or conditions of the Company.
This Current Report contains forward-looking statements that
involve risk and uncertainties, such as statements related to the
amount of net proceeds expected from the Offering.
The foregoing summary of the Underwriting Agreement is qualified in
its entirety by reference to the full text of the Underwriting
Agreement, a copy of which is filed herewith as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference. A
copy of the opinion of Sichenzia Ross Ference LLP relating to the
legality of the issuance and sale of the shares of common stock in
the Offering is filed as Exhibit 5.1 hereto and is incorporated
herein and into the Registration Statement by
reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No.
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Description
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23.1
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Consent
of Sichenzia Ross Ference LLP (included in the Opinion of Sichenzia
Ross Ference LLP filed as Exhibit 5.1)
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(1)
Filed
herewith
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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: November 1,
2018
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/s/ Robert A.
Berman
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Name:
Robert A. Berman
Title:
President and Chief Executive Officer
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