Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE - Rekor Systems, Inc. | pressrelease-2081115opena.htm |
| EX-10.2 - EMPLOYMENT AGREEMENT - Rekor Systems, Inc. | nvmm_ex102.htm |
| EX-10.1 - ASSET PURCHASE AGREEMENT - Rekor Systems, Inc. | nvmm_ex101.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 14, 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 1.01.
Entry into a Material Definitive Agreement.
On
November 14, 2018, Novume Solutions, Inc., a Delaware corporation
(“Novume” or the “Company”), entered into
an Asset Purchase Agreement (the “Purchase Agreement”)
by and among Novume, OpenALPR Technology, Inc. (“Open
ALPR”) and Mathew Hill (“Hill”) pursuant to which
the Company will purchase all of the assets of OpenALPR and its
subsidiaries, except for certain excluded assets, and assume
certain liabilities as provided for in the Purchase Agreement (the
“Acquisition”). As consideration for the Acquisition,
Novume shall pay $15,000,000, subject to certain adjustments,
provided that OpenALPR may elect to receive up to 1,000,000 shares
of the Company’s common stock, par value, $0.0001 per share,
in lieu of up to $5,000,000 in cash valued at a price per share of
$5.
The
Closing of the Acquisition is subject to the fulfillment or waiver
of certain conditions detailed in the Purchase
Agreement.
The
Purchase Agreement may be terminated (i) by the mutual written
consent of the parties, (ii) if the closing shall not have occurred
prior to April 10, 2019, or (iii) by the breach of the
representations and warranties contained in the Purchase Agreement
by either the Company or OpenALPR in such a manner that the closing
conditions applicable to such party shall not be satisfied, which
breach is not curable or if curable, not cured within 30 days after
receipt of notice by the non-breaching party.
Also, on November 14, 2018, concurrent with the
execution of the Purchase Agreement, the Company entered into an
employment agreement with Hill (the "Employment Agreement”) which shall be
effective as of the closing date of the Purchase Agreement,
pursuant to which Hill will serve as Chief Science Officer of the
Company. The Employment Agreement provides for a term of three
years unless earlier terminated pursuant to the terms thereof which
term renews for additional one-year terms until terminated upon
ninety days advance notice. Hill will earn an annual base
compensation of $165,000.
Either
party may terminate the Employment Agreement with or without Cause
with notice as contemplated by the Employment Agreement provided
however, if Hill determines to terminate his employ, he shall
provide the Company with at least six months prior written notice.
The Employment Agreement provides for the payment of severance
under certain circumstances as outlined therein.
The
description of the Acquisition and the Employment Agreement
contained in this Item 1.01 does not purport to be complete and is
qualified in its entirety by reference to the Purchase Agreement
and Employment Agreement, which are filed as Exhibits 10.1 and
10.2, respectively, to this current report on Form 8-K and are
incorporated herein by reference.
The
Purchase Agreement has been filed as an exhibit hereto to provide
investors with information regarding its terms. It is not intended
to provide any other factual information about the Company. In
particular, the representations and warranties and/or covenants
contained in the Purchase Agreement were made only for the purposes
of the Purchase Agreement as of the specific dates therein, and
were solely for the benefit of the parties to the Purchase
Agreement. The representations and warranties and/or covenants
contained in the Purchase Agreement may be subject to limitations
agreed upon by the parties to the Purchase Agreement and are
qualified by information in confidential disclosure schedules
provided in connection with the signing of the Purchase Agreement.
These confidential disclosure schedules contain information that
modifies, qualifies and creates exceptions to the representations
and warranties and/or covenants set forth in the Purchase
Agreement. Moreover, certain representations and warranties and/or
covenants contained in the Purchase Agreement may be subject to a
standard of materiality provided for in the Purchase Agreement and
have been used for the purpose of allocating risk among the
parties, rather than establishing matters of fact. Investors should
not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the Company or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter of
the representations and warranties and/or covenants may change
after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in the
Company’s public disclosures.
Item 8.01
Other Events.
In
connection with the completion of the Purchase Agreement described
in Item 1.01 hereof, the Company issued a press release on November
15, 2018, which is attached hereto as Exhibit 99.1 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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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: November 15,
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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