Attached files
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| EX-99.1 - PRESS RELEASE - Rekor Systems, Inc. | pressreleasehanlon.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): November 5, 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. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
November 5, 2018, the board of directors (the “Board”)
of Novume Solutions, Inc. (the “Company”) appointed
David Hanlon as a member of the Board, with such appointment to
take effect immediately. Mr. Hanlon is expected to serve on the
Board’s Governance Committee and Compensation
Committee.
Mr.
Hanlon was appointed to fill the vacancy created by the resignation
of Professor Marta Tienda, who resigned as a Director on November
5, 2018.
Mr.
Hanlon, age 73, is a founding principal of Executive Hospitality
Partners, a strategic and asset management firm founded in 2013.
Since 2008, Mr. Hanlon has served as CEO of Hanlon Investments
which provides project development consulting services to casinos,
hotels and resorts. Mr. Hanlon has led
several companies, including Rio Suites Hotel Casino, Resorts
International, Harrah’s Atlantic City, and Caesars World,
spearheading growth and profitability as the gaming industry began
rapid expansion. Mr.
Hanlon holds a BS in Hotel Administration from Cornell, earned an
MBA in Finance and an MS in Accounting from The Wharton School, and
graduated from the Advanced Management Program at the Harvard
Business School.
The
Board has determined that Mr. Hanlon is an independent director
within the meaning of NASDAQ Rule 5605.
Mr.
Hanlon’s compensation for his services as a director will be
consistent with that of the Company’s other nonemployee
directors. Effective upon his appointment, Mr. Hanlon 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 $0.73 per share. The options were granted pursuant to the
Company’s 2017 Equity Award Plan and expire on November 5,
2028.
There
are no arrangements or understandings between Mr. Hanlon and any
other persons pursuant to which he was selected as a director, and
there are no transactions in which he has an interest requiring
disclosure under Item 404(a) of Regulation SK.
Item 8.01. Other Events.
On November 6, 2018, the Company issued a press release announcing
the appointment of David Hanlon, as a member of the Board. A copy
of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8K 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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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 6,
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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