Delaware
|
8742
|
81-5266334
|
(State or other
jurisdiction of
incorporation or
organization)
|
(Primary Standard
Industrial
Classification
Code Number)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated
filer
☐
|
Accelerated filer
☐
|
|
Non-accelerated
filer
☐
|
(Do not check if a smaller reporting
company)
|
Smaller reporting
company
☒
Emerging growth
company
☐
|
|
|
Page
|
PART I
|
|
4
|
Item 1.
|
Business
|
4
|
Item 1A.
|
Risk
Factors
|
11
|
Item 1B.
|
Unresolved Staff
Comments
|
24
|
Item 2.
|
Properties
|
24
|
Item 3.
|
Legal
Proceedings
|
24
|
Item 4.
|
Mine Safety
Disclosures
|
24
|
PART II
|
|
25
|
Item 5.
|
Market for
Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
|
25
|
Item 6.
|
Selected Financial
Data
|
26
|
Item 7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
27
|
Item 7A.
|
Quantitative and
Qualitative Disclosures about Market Risk
|
43
|
Item 8.
|
Financial Statements
and Supplementary Data
|
43
|
Item 9.
|
Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
|
75
|
Item 9A.
|
Controls and
Procedures
|
75
|
Item 9B.
|
Other
Information
|
76
|
PART III
|
|
76
|
Item 10.
|
Directors, Executive
Officers and Corporate Governance
|
76
|
Item 11.
|
Executive
Compensation
|
84
|
Item 12.
|
Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters
|
88
|
Item 13.
|
Certain Relationships
and Related Transactions, and Director Independence
|
89
|
Item 14.
|
Principal Accountant
Fees and Services
|
89
|
PART IV
|
|
90
|
Item 15.
|
Exhibits, Financial
Statements Schedules
|
90
|
Item 16.
|
Form 10-K
Summary
|
92
|
State
|
2017
|
2016
|
Texas
|
34.7%
|
36.4%
|
Virginia
|
29.5%
|
34.7%
|
|
High
|
Low
|
Year
Ending December 31, 2017
|
|
|
Fourth
Quarter
|
$
5.50
|
$
1.51
|
Third
Quarter (1)
|
$
5.00
|
$
0.51
|
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights
(a)
|
Weighted-average exercise price of outstanding options, warrants
and rights
(b)
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column
(a))
(c)
|
Equity
compensation plans approved by security holders
|
1,695,375
|
$
2.19
|
1,304,625
|
Total
|
1,695,375
|
$
2.19
|
1,304,625
|
|
Year ended December 31,
|
|
|
2017
|
2016
|
Revenue
|
$
22,135,818
|
$
12,128,406
|
Cost
of revenue
|
13,792,473
|
6,959,514
|
Gross
profit
|
8,343,345
|
5,168,892
|
|
|
|
Operating
expense
|
|
|
Selling,
general, and administrative expenses
|
12,981,744
|
5,262,768
|
Loss
from operations
|
(4,638,399
)
|
(93,876
)
|
Other
expense
|
|
|
Interest
expense
|
(213,492
)
|
(165,079
)
|
Other
expense
|
(483,909
)
|
-
|
Total
other expense
|
(697,401
)
|
(165,079
)
|
Loss
before taxes
|
(5,335,800
)
|
(258,955
)
|
Income
tax benefit
|
294,666
|
219,971
|
Net
loss
|
$
(5,041,134
)
|
$
(38,984
)
|
2018
|
$
902,158
|
2019
|
812,938
|
2020
|
255,074
|
2021
|
101,386
|
2022
|
38,873
|
Thereafter
|
30,393
|
Total
|
$
2,140,822
|
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
44
|
Consolidated
Balance Sheets as of December 31, 2017 and 2016
|
45
|
Consolidated
Statements of Operations for the Years Ended December 31, 2017
and 2016
|
46
|
Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended December 31, 2017 and 2016
|
47
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2017 and
2016
|
48
|
Notes
to Consolidated Financial Statements
|
49
|
|
December 31, 2017
|
December 31, 2016
|
Assets
|
|
|
Current Assets
|
|
|
Cash
and cash equivalents
|
$
1,957,212
|
$
2,788,587
|
Accounts
receivable, net
|
6,707,294
|
1,997,831
|
Inventory
|
155,716
|
-
|
Notes
receivable
|
1,475,000
|
-
|
Other
current assets
|
687,966
|
81,011
|
Total
current assets
|
10,983,188
|
4,867,429
|
Property
and Equipment
|
|
|
Furniture
and fixtures
|
211,885
|
137,784
|
Office
equipment
|
524,131
|
463,937
|
Camera
systems
|
462,399
|
-
|
Vehicles
|
10,020
|
-
|
Leasehold
improvements
|
72,918
|
33,259
|
Total
fixed assets
|
1,281,353
|
634,980
|
Less:
accumulated depreciation
|
(633,014
)
|
(515,911
)
|
Net
property and equipment
|
648,339
|
119,069
|
Goodwill
|
3,092,616
|
-
|
Intangibles,
net
|
5,468,874
|
-
|
Other Assets
|
|
|
Deferred
tax asset
|
-
|
219,982
|
Investment
at cost
|
262,140
|
-
|
Deferred
offering and financing costs
|
-
|
236,963
|
Deposits
and other long-term assets
|
143,583
|
39,282
|
Total
other assets
|
405,723
|
496,227
|
Total
assets
|
$
20,598,740
|
$
5,482,725
|
Liabilities and Stockholders' Equity
|
|
|
Current Liabilities
|
|
|
Accounts
payable
|
$
1,390,877
|
$
577,268
|
Accrued
expenses
|
3,060,512
|
575,203
|
Lines
of credit
|
3,663,586
|
-
|
Deferred
revenue
|
117,636
|
-
|
Total
current liabilities
|
8,232,611
|
1,152,471
|
Long-Term Liabilities
|
|
|
Notes
payable
|
1,405,994
|
457,289
|
Deferred
rent
|
53,217
|
56,709
|
Total
long-term liabilities
|
1,459,211
|
513,998
|
Total
liabilities
|
9,691,822
|
1,666,469
|
|
|
|
Series
A Cumulative Convertible Redeemable Preferred stock, $0.0001 par
value, 505,000 and 500,000 shares designated, 502,327 and 301,570
shares issued and outstanding as of December 31, 2017 and 2016,
respectively
|
4,396,580
|
2,269,602
|
|
|
|
Stockholders' Equity
|
|
|
Common
stock, $0.0001 par value, 30,000,000 and 25,000,000 shares
authorized, and 14,463,364 and 5,000,000 shares issued and
outstanding as of December 31, 2017 and 2016,
respectively
|
1,447
|
500
|
Preferred
stock, $0.0001 par value, 2,000,000 and zero shares authorized,
505,000 and 500,000 shares designated as Series A as of December
31, 2017 and 2016, respectively, and 240,861 and zero shares
designated as Series B as of December 31, 2017 and 2016,
respectively.
|
-
|
-
|
Series
B Cumulative Convertible Preferred stock, $0.0001 par value,
240,861 and zero shares designated, issued and outstanding as of
December 31, 2017 and 2016, respectively
|
2,408,610
|
-
|
Additional
paid-in capital
|
9,933,941
|
1,976,549
|
Accumulated
deficit
|
(5,833,660
)
|
(430,395
)
|
Total
stockholders’ equity
|
6,510,338
|
1,546,654
|
Total
liabilities and stockholders’ equity
|
$
20,598,740
|
$
5,482,725
|
|
|
|
|
For the Years ended December 31,
|
|
|
2017
|
2016
|
Revenue
|
$
22,135,818
|
$
12,128,406
|
Cost
of revenue
|
13,792,473
|
6,959,514
|
Gross
profit
|
8,343,345
|
5,168,892
|
|
|
|
Operating
expenses
|
|
|
Selling,
general, and administrative expenses
|
12,981,744
|
5,262,768
|
Loss
from operations
|
(4,638,399
)
|
(93,876
)
|
Other
expense
|
|
|
Interest
expense
|
(213,492
)
|
(165,079
)
|
Other
expense
|
(483,909
)
|
-
|
Total
other expense
|
(697,401
)
|
(165,079
)
|
Loss
before income taxes
|
(5,335,800
)
|
(258,955
)
|
Benefit
from income taxes
|
294,666
|
219,971
|
Net
loss
|
$
(5,041,134
)
|
$
(38,984
)
|
|
|
|
Loss
per common share - basic
|
$
(0.46
)
|
$
(0.01
)
|
Loss
per common share - diluted
|
$
(0.46
)
|
$
(0.01
)
|
|
|
|
Weighted average shares outstanding
|
|
|
Basic
|
11,767,304
|
7,679,501
|
Diluted
|
11,767,304
|
7,679,501
|
|
|
|
|
Shares of Common Stock
|
Common Stock
|
Shares of Series B Preferred Stock
|
Series B Preferred Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Total Stockholders’ Equity (Accumulated Deficit)
|
Balance
as of January 1, 2016
|
1,370
|
$
-
|
-
|
$
-
|
$
597,704
|
$
932,334
|
$
1,530,038
|
Stockholders’
distributions
|
-
|
-
|
-
|
-
|
-
|
(125,615
)
|
(125,615
)
|
Net
income of AOC Key Solutions through March 14, 2016
|
-
|
-
|
-
|
-
|
-
|
386,125
|
386,125
|
Contribution
of undistributed earnings from AOC Key Solutions
|
-
|
-
|
-
|
-
|
1,192,844
|
(1,192,844
)
|
-
|
Net
common stock issued in recapitalization
|
4,998,630
|
500
|
-
|
-
|
(500
)
|
-
|
-
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
26,844
|
-
|
26,844
|
Issuance
of warrants
|
-
|
-
|
-
|
-
|
159,657
|
-
|
159,657
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(5,286
)
|
(5,286
)
|
Net
loss from March 15, 2016 through December 31, 2016
|
-
|
-
|
-
|
-
|
-
|
(425,109
)
|
(425,109
)
|
Balance
as of December 31, 2016
|
5,000,000
|
500
|
-
|
-
|
1,976,549
|
(430,395
)
|
1,546,654
|
Net
common stock issued in Firestorm acquisition
|
488,094
|
49
|
-
|
-
|
976,237
|
-
|
976,286
|
Effect
of contribution to Novume Solutions, Inc. on August 28,
2017
|
5,158,503
|
516
|
-
|
-
|
(516
)
|
-
|
-
|
Net
common stock issued in Brekford acquisition
|
3,287,187
|
329
|
-
|
-
|
5,850,864
|
-
|
5,851,193
|
Stock-based
compensation
|
-
|
-
|
-
|
-
|
408,465
|
-
|
408,465
|
Issuance
of warrants
|
-
|
-
|
-
|
-
|
418,424
|
-
|
418,424
|
Exercise
of warrants
|
121,247
|
12
|
-
|
-
|
124,994
|
-
|
125,006
|
Equity
issued in Global acquisition
|
375,000
|
38
|
240,861
|
2,408,610
|
566,250
|
-
|
2,974,898
|
Net
common stock issued in BC Management acquisition
|
33,333
|
3
|
-
|
-
|
163,329
|
-
|
163,332
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(362,131
)
|
(362,131
)
|
Accretion
of Series A preferred stock
|
-
|
-
|
-
|
-
|
(550,655
)
|
-
|
(550,655
)
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(5,041,134
)
|
(5,041,134
)
|
Balance
as of December 31, 2017
|
14,463,364
|
$
1,447
|
240,861
|
$
2,408,610
|
$
9,933,941
|
$
(5,833,660
)
|
$
6,510,338
|
|
For the Years Ended December 31,
|
|
|
2017
|
2016
|
Cash Flows from Operating Activities
|
|
|
Net
loss
|
$
(5,041,134
)
|
$
(38,984
)
|
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation
and amortization
|
142,545
|
51,870
|
Provision
for losses on accounts receivable
|
24,000
|
-
|
Deferred
taxes
|
(294,666
)
|
(219,982
)
|
Share-based
compensation
|
408,465
|
26,844
|
Deferred
financing costs
|
109,236
|
28,703
|
Deferred
rent
|
(20,076
)
|
4,330
|
Warrant
expense
|
67,491
|
101,634
|
Change
in fair value of derivative liability
|
60,000
|
-
|
Amortization
of intangibles
|
546,410
|
-
|
Loss
on notes receivable writedown
|
450,000
|
-
|
Changes
in operating assets and liabilities
|
|
|
Accounts
receivable
|
(158,512
)
|
(263,809
)
|
Inventory
|
12,056
|
-
|
Deposits
|
(95,060
)
|
-
|
Prepaid
expenses and other current assets
|
(183,622
)
|
(7,258
)
|
Accounts
payable
|
(398,315
)
|
157,786
|
Accrued
expenses and other current liabilities
|
1,033,893
|
22,787
|
Deferred
revenue
|
95,143
|
-
|
Notes
receivable
|
75,000
|
-
|
Net
cash used in operating activities
|
(3,167,146
)
|
(136,079
)
|
Cash Flows from Investing Activities
|
|
|
Capital
expenditures
|
(289,657
)
|
(36,833
)
|
Net
cash used in investing activities
|
(289,657
)
|
(36,833
)
|
Cash Flows from Financing Activities
|
|
|
Stockholders'
distributions
|
-
|
(125,615
)
|
Proceeds
from short-term borrowings
|
7,761,384
|
-
|
Repayments
of short-term borrowings
|
(7,111,163
)
|
-
|
Proceeds
from notes payable
|
-
|
500,000
|
Acquisition
of Firestorm - net of cash acquired
|
(417,704
)
|
-
|
Acquisition
of Brekford - net of cash acquired
|
1,943,760
|
-
|
Acquisition
of Global - net of cash required
|
(1,069,693
)
|
-
|
Acquisition
of BC Management
|
(100,000
)
|
-
|
Net
proceeds from exercise of warrants
|
125,006
|
-
|
Net
proceeds from issuance of preferred stock
|
1,745,347
|
2,269,602
|
Payment
of deferred offering costs
|
-
|
(216,842
)
|
Payment
of preferred dividends
|
(251,509
)
|
-
|
Payment
of financing costs
|
-
|
(33,512
)
|
Net
cash provided by financing activities
|
2,625,428
|
2,393,633
|
Net
(decrease) increase in cash and cash equivalents
|
(831,375
)
|
2,220,721
|
Cash
and cash equivalents at beginning of year
|
2,788,587
|
567,866
|
Cash
and cash equivalents at end of year
|
$
1,957,212
|
$
2,788,587
|
Cash
paid
|
$
100,000
|
Common
stock issued
|
163,331
|
Warrants
issued, at $5.44
|
65,988
|
Warrants
issued, at $6.53
|
57,484
|
Total
consideration
|
386,803
|
Less
intangible and intellectual property
|
(386,803
)
|
Net
goodwill recorded
|
$
-
|
Assets
acquired
|
$
4,384,668
|
Liabilities
acquired
|
(4,384,417
)
|
Net
assets acquired
|
251
|
Less
intangible assets
|
2,574,000
|
Consideration
paid (see below)
|
4,264,934
|
Net
goodwill recorded
|
$
1,690,683
|
|
|
Cash
consideration
|
$
550,000
|
Cash
paid towards acquired liabilities
|
540,037
|
Total
cash paid
|
1,090,037
|
Holdback
consideration
|
200,000
|
Common
stock consideration
|
566,288
|
Series
B Preferred Stock consideration
|
2,408,610
|
Total
acquisition consideration
|
$
4,264,934
|
Common
stock issued
|
$
5,851,193
|
Total
consideration
|
5,851,193
|
Less
cash received
|
(1,943,778
)
|
Less
note receivable
|
(2,000,000
)
|
Less
other assets
|
(1,139,007
)
|
Less
intangible assets
|
(558,412
)
|
Plus
liabilities assumed
|
1,191,937
|
Net
goodwill recorded
|
$
1,401,933
|
Cash
paid
|
$
500,000
|
Notes
payable issued
|
907,407
|
Common
stock issued
|
976,286
|
Warrants
issued, at $2.58
|
125,411
|
Warrants
issued, at $3.61
|
102,289
|
Total
consideration
|
2,611,393
|
Less
cash received
|
(82,296
)
|
Less
other assets
|
(137,457
)
|
Less
intangible and intellectual property
|
(2,497,686
)
|
Plus
liabilities assumed
|
106,046
|
Net
goodwill recorded
|
$
-
|
Furniture and fixtures
|
2 - 10 years
|
Office equipment
|
2 - 5 years
|
Leasehold improvements
|
3 - 15 years
|
Automobiles
|
3 - 5 years
|
Camera systems
|
3 years
|
Acquired Intangible Asset
|
|
Amortization Basis
|
Expected Life
(years)
|
Customer-Related
|
|
Straight-line basis
|
5-15
|
Marketing-Related
|
|
Straight-line basis
|
4
|
Technology-Based
|
|
In line with underlying cash flows or straight-line
basis
|
3
|
|
Customer Relationships
|
Marketing Related
|
Technology Based
|
Total
|
Identifiable
intangible assets, gross
|
$
5,201,872
|
$
730,000
|
$
83,412
|
$
6,015,284
|
Accumulated
amortization
|
(494,200
)
|
(52,210
)
|
-
|
(546,410
)
|
Identifiable
intangible assets, net
|
$
4,707,672
|
$
677,790
|
$
83,412
|
$
5,468,874
|
2018
|
$
938,382
|
2019
|
952,284
|
2020
|
952,284
|
2021
|
886,160
|
2022
|
238,155
|
Thereafter
|
1,501,609
|
Total
|
$
5,468,874
|
|
For the Year Ended December 31,
|
|
|
2017
|
2016
|
Cash
paid for interest
|
$
281,015
|
$
48,957
|
Cash
paid for taxes
|
$
-
|
$
-
|
|
|
|
Warrants
issued in connection with note payable
|
$
-
|
$
58,520
|
Warrants
issued in connection with issuance of Series A Preferred
Stock
|
$
67,491
|
$
101,634
|
|
|
|
Business
Combinations:
|
|
|
Current
Assets
|
$
5,263,445
|
$
-
|
Property
and equipment
|
$
382,159
|
$
-
|
Intangible
assets
|
$
6,015,285
|
$
-
|
Goodwill
|
$
3,092,616
|
$
-
|
Other
non-current assets
|
$
271,381
|
$
-
|
Note
receivable, long-term
|
$
1,700,000
|
$
-
|
Assumed
liabilities
|
$
(5,069,709
)
|
$
-
|
Deferred
revenue
|
$
(22,493
)
|
$
-
|
Other
non-current liabilities
|
$
(16,584
)
|
$
-
|
Issuance
of common stock
|
$
(7,784,560
)
|
$
-
|
Issuance
of Series B preferred stock
|
$
(2,408,610
)
|
$
-
|
Notes
payable
|
$
(1,117,253
)
|
$
-
|
Issuance
of common stock warrants
|
$
(123,473
)
|
$
-
|
2018
|
$
-
|
2019
|
500,000
|
2020
|
-
|
2021
|
-
|
2022
|
1,000,000
|
Thereafter
|
-
|
Total
|
$
1,500,000
|
|
|
Less
unamortized interest
|
(75,617
)
|
Less
unamortized financing costs
|
(18,389
)
|
Long-term
debt
|
$
1,405,994
|
|
Year ended December 31,
|
|
|
2017
|
2016
|
Current:
|
|
|
State
|
$
23,919
|
$
11
|
Deferred:
|
|
|
Federal
|
$
(311,211
)
|
$
(196,826
)
|
State
|
(7,374
)
|
(23,156
)
|
Benefit
from income taxes
|
$
(294,666
)
|
$
(219,971
)
|
2018
|
$
902,158
|
2019
|
812,938
|
2020
|
255,074
|
2021
|
101,386
|
2022
|
38,873
|
Thereafter
|
30,393
|
Total
|
$
2,140,822
|
|
Number of Shares Subject to Option
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
Outstanding
Balance at January 1, 2016
|
-
|
$
-
|
-
|
|
Granted
|
58,499
|
1.68
|
10.00
|
|
Exercised
|
-
|
-
|
-
|
|
Canceled
|
-
|
-
|
-
|
|
Outstanding
Balance at December 31, 2016
|
58,499
|
$
1.68
|
9.29
|
|
Granted
|
1,638,331
|
2.21
|
9.29
|
|
Exercised
|
-
|
-
|
-
|
|
Canceled
|
(1,455
)
|
(1.55
)
|
(9.07
)
|
|
Outstanding
Balance at December 31, 2017
|
1,695,375
|
$
2.19
|
9.26
|
$
4,590,714
|
Exercisable
at December 31, 2017
|
389,979
|
$
1.85
|
8.81
|
$
1,189,824
|
Vested
and expected to vest at December 31, 2017
|
1,503,087
|
$
2.08
|
9.21
|
$
4,236,854
|
|
Year Ended December 31,
|
|
|
2017
|
2016
|
Basic
and diluted (loss) earnings per share
|
|
|
Net
(loss) earnings from continuing operations
|
$
(5,041,134
)
|
$
(38,984
)
|
Less:
preferred stock dividends
|
(362,131
)
|
(5,286
)
|
Net
income (loss) attributable to shareholders
|
(5,403,265
)
|
(44,270
)
|
Weighted
average common shares outstanding - basic
|
11,767,304
|
7,679,501
|
Basic
(loss) earnings per share
|
$
(0.46
)
|
$
(0.01
)
|
Weighted
average common shares outstanding - diluted
|
11,767,304
|
7,679,501
|
Diluted
(loss) earnings per share
|
$
(0.46
)
|
$
(0.01
)
|
Common
stock equivalents excluded due to anti-dilutive effect
|
2,242,447
|
105,317
|
Name
|
Age
|
Position
|
Since
|
Executive Officers:
|
|
|
|
James K.
McCarthy
|
66
|
Chairman of the
Board
|
2017
|
Robert A.
Berman
|
58
|
Chief Executive
Officer and Member of the Board
|
2017
|
Harry
Rhulen
|
54
|
President
|
2017
|
Suzanne
Loughlin
|
56
|
General Counsel and
Chief Administrative Officer
|
2017
|
Riaz
Latifullah
|
61
|
Executive Vice
President, Corporate Development and Principal Financial
Officer
|
2017
|
Directors
:
|
|
|
|
James K.
McCarthy
|
66
|
Chairman of the
Board
|
2016
|
Robert
Berman
|
58
|
Director
|
2016
|
Dr. Richard
Nathan
|
73
|
Director
|
2016
|
Glenn
Goord
|
66
|
Director -
Independent
|
2016
|
Paul A. de
Bary
|
71
|
Director -
Independent
|
2017
|
Christine J.
Harada
|
45
|
Director -
Independent
|
2017
|
Marta
Tienda
|
67
|
Director -
Independent
|
2017
|
Name
|
|
Audit Committee
|
|
Compensation Committee
|
|
Corporate Governance Committee
|
Christine
Harada -- (Independent)
|
|
Member
|
|
Member
|
|
Chair
|
Paul de
Bary -- (Independent)
|
|
Chair
|
|
-
|
|
Member
|
Glenn
Goord -- (Independent)
|
|
Member
|
|
Chair
|
|
-
|
Marta
Tienda -- (Independent)
|
|
-
|
|
Member
|
|
Member
|
Name
|
Fees earned or paid in cash
($)
|
Stock awards
($)
|
Option awards
($) (1)
|
Non-equity incentive plan compensation
($)
|
Nonqualified deferred compensation earnings
($)
|
All other compensation
($)
|
Total
($)
|
Paul
de Bary (2)
|
54,000
|
-
|
24,874
|
-
|
-
|
-
|
78,874
|
Glenn
Goord (3)
|
40,000
|
-
|
26,484
|
-
|
-
|
-
|
66,484
|
Christine
Harada (4)
|
16,000
|
-
|
47,523
|
-
|
-
|
-
|
63,523
|
Marta
Tienda (5)
|
-
|
-
|
108,900
|
-
|
-
|
-
|
108,900
|
|
|
Board
Meeting Fee
|
Committee
Meeting Fee
|
||
Position
|
Annual
Fee
($)
(1)
|
In
Person
($)
|
Telephonic
($)
|
In
Person
($)
|
Telephonic
($)
|
Board
Member
|
25,000
|
1,000
|
500
|
500
|
250
|
Audit
Committee Chair
|
20,000
|
1,500
|
500
|
500
|
250
|
Compensation
Committee Chair
|
10,000
|
1,500
|
500
|
500
|
250
|
Governance
Committee Chair
|
10,000
|
1,500
|
500
|
500
|
250
|
Name/Capacities in which compensation was received
|
|
Year
|
Salary
($)
|
Bonus
($)
|
|
Options
($)
|
|
All other compensation
($)
|
|
Total
($)
|
Robert Berman
|
|
2017
|
395,000
|
-
|
|
-
|
|
-
|
|
395,000
|
Chief Executive Officer (1)
|
|
2016
|
300,000
|
-
|
|
-
|
|
-
|
|
300,000
|
James K. McCarthy
|
|
2017
|
293,231
|
-
|
|
-
|
|
8,931
|
(2)
|
302,162
|
Chief Strategy Officer (3)
|
|
2016
|
298,989
|
-
|
|
-
|
|
10,600
|
(2)
|
406,840
|
Riaz Latifullah (4)
|
|
2017
|
258,333
|
-
|
|
97,251
|
(5)
|
-
|
|
355,584
|
EVP, Corporate Development, Chief Financial Officer
(6)
|
|
2016
|
200,000
|
-
|
|
-
|
|
-
|
|
200,000
|
Greg McCarthy
|
|
2017
|
272,380
|
5,381
|
(7)
|
-
|
|
10,800
|
(2)
|
288,561
|
Chief Executive Officer of AOC Key Solutions
|
|
2016
|
229,800
|
42,762
|
(8)
|
-
|
|
9,497
|
(2)
|
282,059
|
Kevin
Berrigan
|
|
2017
|
232,792
|
18,500
|
(7)
|
-
|
|
-
|
|
251,292
|
SVP
and Chief Financial Officer of AOC Key Solutions
|
|
2016
|
209,724
|
11,641
|
(7)
|
-
|
|
4,461
|
(2)
|
225,826
|
|
Shares Beneficially Owned
|
|
|
Name and address of beneficial owner (1)
|
Number of Shares (2)
|
|
Percent of
class
|
Directors and Named Executive Officers
|
|
|
|
Robert
A. Berman
|
4,440,104
|
(3)
|
30.6
%
|
James
McCarthy
|
5,451,671
|
|
37.6
%
|
Richard
Nathan
|
3,207,045
|
(4)
|
22.1
%
|
Harry
Rhulen
|
558,376
|
(5)
|
3.8
%
|
Suzanne
Loughlin
|
558,376
|
(5)
|
3.8
%
|
Paul
de Bary
|
48,499
|
(6)
|
*
|
Glenn
Goord
|
48,499
|
(6)
|
*
|
Christine
Harada
|
48,499
|
(6)
|
*
|
Marta
Tienda
|
48,499
|
(6)
|
*
|
Riaz
Latifullah (7)
|
109,122
|
(8)
|
*
|
5% or Greater Shareholders
|
|
|
|
C.B.
Brechin
|
743,333
|
|
5.1
%
|
Scott
Rutherford
|
748,226
|
|
5.2
%
|
Paul
Milligan
|
781,722
|
(9)
|
5.2
%
|
All
current Directors and named executive officers as a group (10
persons)
|
14,518,690
|
|
66.6
%
|
|
2017
|
2016
|
Audit
fees
|
$
241,661
|
$
-
|
Audit-related
fees
|
-
|
-
|
Tax
fees
|
24,875
|
-
|
All
other fees
|
-
|
-
|
Total
|
$
266,536
|
$
-
|
|
2017
|
2016
|
Audit
fees
|
$
35,850
|
$
14,150
|
Audit-related
fees
|
-
|
-
|
Tax
fees
|
-
|
-
|
All
other fees
|
-
|
-
|
Total
|
$
35,850
|
$
14,150
|
|
2017
|
2016
|
Audit
fees
|
$
-
|
$
28,500
|
Audit-related
fees
|
-
|
-
|
Tax
fees
|
-
|
2,705
|
All
other fees
|
25,128
|
-
|
Total
|
$
25,128
|
$
31,205
|
Exhibit
No.
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101-INS
|
|
XBRL Instance
Document
|
101-SCH
|
|
XBRL Taxonomy
Extension Schema Document
|
101-CAL
|
|
XBRL Taxonomy
Extension Calculation Linkbase
Document
|
101-LAB
|
|
XBRL Taxonomy
Extension Label Linkbase Document
|
101-PRE
|
|
XBRL Taxonomy
Extension Presentation Linkbase
Document
|
101-DEF
|
|
XBRL Taxonomy
Extension Definition Linkbase Document
|
|
|
Novume
Inc.
|
|
|
|
|
|
/s/
Robert A. Berman
|
|
|
Name:
Robert A. Berman
|
|
|
Title:
Chief Executive Officer
Principal
Executive Officer
Director
and Authorized Signatory
|
Signature
|
Title
|
Date
|
|
|
|
/s/
Robert A. Berman
Robert A. Berman
|
Chief
Executive Officer (Principal Executive Officer) and
Director
|
April
12
,
2018
|
|
|
|
/s/
Riaz Latifullah
Riaz Latifullah
|
EVP,
Corporate Development (Principal Financial and Accounting
Officer)
|
April
12
,
2018
|
|
|
|
/s/
James K. McCarthy
James K. McCarthy
|
Chairman
of the Board and Director
|
April
12
,
2018
|
|
|
|
/s/
Richard Nathan
Dr. Richard Nathan
|
Director
|
April
12
,
2018
|
|
|
|
/s/
Glenn Goord
Glenn Goord
|
Director
|
April
12
,
2018
|
|
|
|
/s/
Paul de Bary
Paul de Bary
|
Director
|
April
12
,
2018
|
|
|
|
/s/
Christine J. Harada
Christine J. Harada
|
Director
|
April
12
,
2018
|
/s/
Marta Tienda
Marta Tienda
|
Directo
r
|
April
12
,
2018
|
Date:
April 12, 2018
|
/s/
Robert A. Berman
|
|
Robert
A. Berman
|
|
Chief
Executive Officer
|
|
Principal
Executive Officer
|
Date:
April 12, 2018
|
/s/
Riaz Latifullah
|
|
Riaz
Latifullah
|
|
Principal
Financial and Accounting Officer
|
Date:
April 12, 2018
|
/s/
Robert A. Berman
|
|
Robert
A. Berman
|
|
Chief
Executive Officer
|
|
Principal
Executive Officer
|
Date:
April 12, 2018
|
/s/
Riaz Latifullah
|
|
Riaz
Latifullah
|
|
Principal
Financial and Accounting Officer
|