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EX-99.1 - PRESS RELEASE OF BREKFORD CORPORATION DATED AUGUST 19, 2016 - Brekford Traffic Safety, Inc. | bfdi_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act
of 1934
Date of
Report (Date of earliest reported): August 28, 2017
BREKFORD TRAFFIC SAFETY, INC.
(Exact
name of registrant as specified in charter)
Delaware
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000-52719
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20-4086662
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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7020
Dorsey Road
Hanover,
Maryland 21076
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (410) 762-0800
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 (see General Instruction A.2.
below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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
1.01 Entry into a Material Definitive
Agreement
On
August 28, 2017 (the “Effective Time”), the
merger transactions (the
“Mergers”)
contemplated by that certain Second Amended Agreement and Plan of
Merger (the “Merger
Agreement”) dated as of July 12, 2017, by and among
Novume Solutions, Inc. (the “Novume”), KeyStone
Solutions, Inc. (“KSI”), Brekford Traffic
Safety, Inc. (the “Company”), Brekford
Merger Sub, Inc. (“Brekford Merger Sub”),
and KeyStone Merger Sub, LLC (“KeyStone”), were consummated. As a
result, the Company became a wholly-owned subsidiary of Novume, and
Brekford Merger Sub ceased to exist. KeyStone also became a
wholly-owned subsidiary of Novume, and KSI ceased to
exist.
Upon completion of the Mergers, the merger consideration
contemplated by the Merger Agreement was issued in accordance with
the terms of the Merger Agreement. Upon the effectiveness of the
Mergers, each share of the common stock, par value $0.0001 per
share, of the Company (“Company
Common Stock”) issued and
outstanding immediately before the Effective Time (other than those
held in the treasury of the Company), ceased to exist and was
converted into and became exchangeable for the right to receive
1/15th
of one
share of Novume’s common stock, par value $0.0001 per share
(“Novume
Common Stock”). At the
Effective Time each option granted by the Company to purchasers of
Company Common Stock which was outstanding and unexercised
immediately prior to the Effective Time, was assumed by Novume and
converted into an option to purchase shares of Novume Common Stock
in such amounts and at such exercise prices as determined in
accordance with the Merger Agreement. At the Effective Time, each
outstanding warrant to purchase shares of Company Common Stock
which was outstanding and unexercised immediately prior to the
Effective Time was assumed by Novume and converted into a warrant
to purchase shares of Novume Common Stock in such amounts and at
such exercise prices as determined in accordance with the Merger
Agreement.
Immediately following the Mergers, the pre-merger stockholders of
KSI owned approximately 80% of the issued and outstanding capital
stock of Novume on a fully-diluted basis, and the pre-merger
stockholders of the Company owned approximately 20% of the issued
and outstanding capital stock of Novume on a fully-diluted
basis. As of August 28, 2017,
there were 13,934,018 issued and outstanding shares of Novume
Common Stock; 808,501 shares of Novume Common Stock issuable upon
the exercise of outstanding warrants; 1,003,385 shares of Novume
Common Stock issuable upon the exercise of outstanding options; and
502,327 outstanding shares of Novume’s Series A Cumulative
Convertible Redeemable Preferred Stock, par value $0.0001 per
share.
The foregoing information is a summary of each of the Second
Amended and Restated Merger Agreement is not complete, and is
qualified in its entirety by reference to the full text of the
Second Amended and Restated Merger Agreement. A copy of the Second
Amended and Restated Merger Agreement is attached as Exhibit 10.1
to the Current Report on Form 8-K which was filed with by the
Company with the Securities and Exchange Commission on July 14,
2017 and is incorporated by reference herein.
Readers should review the Second Amended and Restated Merger
Agreement for a complete understanding of the terms and
conditions associated with this transaction.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The
information in Item 1.01 is incorporated herein by reference in
response to this Item 2.01.
Item 5.01 Changes in Control of the Registrant.
The
information in Item 1.01 is incorporated herein by reference in
response to this Item 5.01.
Item 8.01 Other Events
On
August 29, 2017, the Company issued the press release annexed
hereto as Exhibit 99.1. The
information furnished pursuant to this Item 8.01, including
Exhibit 99.1, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities under that Section
and shall not be deemed incorporated by reference into any filing
of the Company under the Securities Act of 1933, as
amended.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits. The following exhibits are filed with this
report:
Exhibit
No.
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Description
of Exhibit
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Second
Amended and Restated Agreement and Plan of Merger, dated July 12,
2017 (previously filed as Exhibit 10.1 to the Current Report on
Form 8-K as filed with the Securities and Exchange Commission on
July 14, 2017).
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Press
Release of Brekford Corporation dated August 29, 2017 (furnished
herewith).
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SIGNATURES
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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BREKFORD CORPORATION |
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Date: August 29, 2017 |
By:
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/s/
Rodney
Hillman
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Name: | Rodney Hillman |
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Title:
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President and Chief
Operating Officer
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