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): January 19, 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. ☐
Item 4.02 Non-Reliance on Previously Issued Financial Statements or
Related Audit report or Completed Interim Review
On January 23, 2018, the Board of Directors of Novume Solutions,
Inc. (the “Company”) concluded that the Company’s
previously issued: (1) unaudited condensed consolidated balance
sheet as of September 30, 2017; earnings (loss) per share amounts
disclosed in the unaudited condensed consolidated statements of
operations for the three and nine months ended September 30, 2017;
and unaudited consolidated statement of shareholders’
equity for the nine months ended September 30, 2017 included in our
Quarterly Report on Form 10-Q for the three and nine months ended
September 30, 2017 filed with the SEC on November 13, 2017; and (2)
pro forma condensed combined balance sheet as of September 30, 2017
and earnings (loss) per share amounts disclosed in the pro forma
condensed combined statements of operations for the nine months
ended September 30, 2017 included in our current reports on Form
8-K/A filed with the SEC on November 21, 2017 and November 28, 2017
should no longer be relied upon.
We
identified and corrected an error in the accounting treatment
related to the accretion to redemption value on our Series A
Preferred Stock as of September 30, 2017. The Company had
previously disclosed that accretion would be recorded as of
December 31, 2017. Based on the Company’s revised internal
analysis, we determined that the accretion was material to our
earnings per share calculations for all quarters reported in fiscal
year 2017 through September 30, 2017.
The
Company calculated year-to-date accretion of $115,731, $255,699 and
$400,616 for the three months ended March 31, 2017, six months
ended June 30, 2017 and nine months ended September 30, 2017,
respectively.
The
adjustment had disclosure impact on the unaudited condensed
consolidated statements of operations and comprehensive loss
relating to earnings (loss) per share disclosures and had no impact
on cash flows for the three and nine-months ended September 30,
2017.
The
following table illustrates the impact of the correction to the
unaudited condensed consolidated balance sheets and our unaudited
consolidated statement of shareholders’ equity:
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As of September 30, 2017
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As previously reported
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Adjustment
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Restated
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Series
A Cumulative Convertible Redeemable Preferred Stock
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$3,845,925
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$400,616
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$4,246,541
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Additional
paid-in capital
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$9,325,795
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$(400,616)
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$8,925,179
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Total
Stockholders’ Equity
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$6,731,826
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$(400,616)
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$6,331,210
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As of June 30, 2017
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As previously reported
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Adjustment
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Restated
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Series
A Cumulative Convertible Redeemable Preferred Stock
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$3,845,477
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$255,699
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$4,101,176
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Additional
paid-in capital
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$3,368,126
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$(255,699)
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$3,112,427
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Total
Stockholders’ Equity
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$1,677,439
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$(255,699)
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$1,421,740
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As of March 31, 2017
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As previously reported
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Adjustment
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Restated
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Series
A Cumulative Convertible Redeemable Preferred Stock
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$3,845,477
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$115,731
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$3,961,208
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Additional
paid-in capital
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$3,330,978
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$(115,731)
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$3,215,247
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Total
Stockholders’ Equity
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$2,286,406
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$(115,731)
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$2,170,675
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The
following table illustrates the impact of the correction on our
earnings per share disclosures in our unaudited condensed
consolidated statements of operations:
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For the three months ended September 30, 2017
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For the nine months ended September 30, 2017
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As previously reported
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Adjustment
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Restated
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As previously reported
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Adjustment
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Restated
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Earnings
(loss) per share
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$(0.07)
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$(0.02)
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$(0.09)
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$(0.20)
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$(0.03)
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$(0.23)
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For the six months ended June 30, 2017
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As previously reported
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Adjustment
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Restated
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Earnings
(loss) per share
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$(0.22)
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$(0.05)
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$(0.27)
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For the three months ended March 31, 2017
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As previously reported
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Adjustment
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Restated
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Earnings
(loss) per share
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$(0.12)
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$(0.02)
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$(0.14)
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2
We are concurrently
filing amendments for the following filings:
●
Our Current Report
on Form 8-K/A filed with the SEC on November 21, 2017 for the
acquisitions of Global Technical Services, Inc. and Global Contract
Professionals, Inc. to similarly reflect the impact of the
accretion adjustments on the unaudited pro forma condensed combined
balance sheet as of September 30, 2017 and the unaudited pro forma
condensed combined statement of operations for the nine months
ended September 30, 2017 in Exhibit 99.2;
●
Our Current Report
on Form 8-K/A filed with the SEC on November 28, 2017 for the entry
into a merger agreement with NeoSystems, Corp. to similarly reflect
the impact of the accretion adjustments on the unaudited pro forma
condensed combined balance sheet as of September 30, 2017 and the
unaudited pro forma condensed combined statement of operations for
the nine months ended September 30, 2017 in Exhibit 99.2;
and
●
Our Quarterly
Report on Form 10-Q for the three and
nine months ended September 30, 2017 filed with the SEC on November
13, 2017.
The Company’s audit committee and management, including its
Chief Executive Officer and Chief Financial Officer discussed the
matters disclosed herein with the Company’s independent
registered accountants.
3
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: January 25,
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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4