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EX-5.1 - OPINION ON LEGALITY - Rekor Systems, Inc. | nvmm_ex5-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
8-K/A
____________________
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. ☐
1
EXPLANATORY NOTE
This amended
Current Report on Form 8-K/A is being filed to correct a
typographical error in Exhibit 5.1 included in the
Registrant’s current report on Form 8-K, filed with the
Securities and Exchange Commission on November 1, 2018 (the
“Original 8-K”). This amended current report on Form
8-K/A includes the corrected Exhibit 5.1. Except as described
above, no other change has been made to the Original
8-K.
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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Underwriting Agreement, dated October 29, 2018, by and
between ThinkEquity, a division of Fordham Financial Management,
Inc. acting as the representative of the several underwriters named
on Schedule I thereto. (Incorporated by reference to the
Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 1, 2018)
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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:
December 21, 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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