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): September 17, 2018
____________________
 
NOVUME SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
000-55833
81-5266334
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
14420 Albemarle Point Place, Suite 200,
Chantilly, VA, 20151
(Address of Principal Executive Offices)
 
Registrant's Telephone Number, Including Area Code:   (703) 953-3838
 
 
 
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:
 
☐ 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.
 

 
1
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On September 17, 2018, Novume Solutions, Inc. (the “Company”) entered into a binding Letter of Intent (the “LOI”) with OpenALPR Technology, Inc. (“OpenALPR”) which sets forth the parties’ intent to consummate a transaction pursuant to which the Company will acquire the assets of OpenALPR. The consideration for the transaction will be approximately $15 million, comprised of cash, or cash and the Company’s stock, at the election of OpenALPR. The LOI also contemplates that at the closing (the “Closing”) the Company will enter into employment an agreement with an executive of OpenALPR. The LOI terminates on the earlier of the Closing or February 28, 2019.
 
The Closing is subject to closing conditions including, but not limited to, satisfactory completion of due diligence, entry into definitive agreements, approval of the transactions by the board of directors of the Company, and consummation of a financing transaction.
 
Item 9.01. Financial Statements and Exhibits .
 
(d) Exhibits
 
 
Exhibit No.
 
 
Description
 
99.1
 
 
Press Release issued by Novume Solutions, Inc. on September 20, 2018 (1)
99.2
 
Letter of Intent for the purchase of the assets of OpenALPR Technology, Inc. dated September 17, 2018 (1)
 
(1)
Filed herewith

 
 
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.
 
 
Novume Solutions, Inc.
 
 
(Registrant)
 
 
 
 
Date: September 20, 2018
/s/ Robert A. Berman
 
 
Name:   Robert A. Berman
Title:     Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
 
 
 
EXHIBIT INDEX
 
 
 
(1)
Filed herewith


 

 
 
4
  Exhibit 99.1
 
Novume Intends to Acquire OpenALPR Technology, Inc.
 
 
Disruptive Artificial Intelligence-Based Software Application Enables Automated License Plate Reading Using Nearly Any IP Camera System
 
 
CHANTILLY, VA / ACCESSWIRE / September 20, 2018 / Novume Solutions, Inc. (NASDAQ: NVMM) a holding company that integrates technology and human capital to solve complex client challenges in today’s world, announced today that effective September 17, 2018, it entered into a binding letter of intent with OpenALPR Technology, Inc. (OpenALPR). The letter of intent sets forth the parties’ intent for Novume to acquire the assets of OpenALPR. OpenALPR is a privately-held Boston, Massachusetts-based company that is internationally recognized as a leading provider of automated license plate reader (LPR) technology used by both law enforcement and commercial clients.
 
Brekford Traffic Safety, Inc. (Brekford), a wholly-owned subsidiary of Novume, has been working with OpenALPR since February 2018 to incorporate OpenALPR’s technology into Brekford’s products and services. Brekford is a leading public safety service provider.
 
OpenALPR’s software is currently running on over 2,000 cameras, capturing millions of license plates per day, that are operated by more than 400 clients in over 20 countries. Recent OpenALPR assignments include incorporating its software with approximately 1,000 fixed cameras as part of a city-wide surveillance project in one of Mexico's largest urban areas. OpenALPR’s software is also being piloted for use by one of the world’s largest fast food companies to enhance their customers’ drive-thru experience. A Fortune 20 company is also evaluating the software to streamline logistics by matching tractor and trailer license plates as shipments move between the client’s distribution centers.
 
This transaction is subject to closing conditions, including satisfactory completion of due diligence, entry into definitive agreements, approval of the transaction by Novume’s board of directors and consummation of a financing transaction.
 
“OpenALPR is a game changer within the LPR industry, providing unparalleled accuracy of reads not only for license plates, but also instantaneous identification of vehicle make, model and color. More importantly, it can be deployed to work with existing camera technology infrastructures in both law enforcement and commercial channels,” said Robert Berman, Novume’s CEO.
 
Matt Hill, OpenALPR’s CEO, said “We’re enthusiastic to join forces with Novume in expanding their law enforcement and government support capabilities. OpenALPR delivers best-in-class solutions for LPR, by leveraging dramatic advancements in artificial intelligence-based software development. We are also excited about LPR growth potential in commercial channels such as private security, logistics, and retail, where we have recently made some significant inroads.”
 
Rod Hillman, Brekford’s President, said “OpenALPR has proven to be the perfect fit for our Argos Guardian Move Over Camera ™ and has important applications for our installed base of automated speed and red-light camera systems in the US and Canada.”
 
The acquisition is also expected to provide applications for other Novume subsidiaries. “Equally exciting is the potential for the existing business development units within our subsidiaries to offer OpenALPR’s technology and solutions to a wide variety of government, private industry and education clients and to take advantage of OpenALPR’s proven capabilities in the area of artificial intelligence. We are thrilled to integrate the OpenALPR team within the Novume family of companies,” said Berman.
 
Additional information regarding the transaction is available in our Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on September 20, 2018, which is available on the SEC Filings page of the Novume website.
 
About OpenALPR Technology, Inc.
 
OpenALPR builds software that enables automatic license plate and vehicle recognition through virtually any IP camera. Its industry-leading artificial intelligence-based solutions can be hosted locally or in the cloud. Combined with its robust and growing license plate database covering 60 countries, OpenALPR’s software can identify in real time vehicle license plate data, color, make, model and body type.
 
About Novume Solutions, Inc .
 
Novume™ provides products and services to government and private sector clients, with an emphasis on public safety, risk management and workforce solutions. We are a holding company that integrates technology and human capital to solve complex client challenges in today’s world. We provide Solutions for a New Generation™.
 
Forward-Looking Statements
 
This press release includes statements concerning Novume Solutions, Inc. and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” by the negative of these terms or by other similar expressions. You are cautioned that such statements are subject to many risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual circumstances, events or results may differ materially from those projected in the forward-looking statements, particularly as a result of various risks and other factors identified in our filings with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events, or otherwise.
 
Contact
Riaz Latifullah
EVP Corporate Development
info@novume.com
 
SOURCE: Novume Solutions, Inc.
 
 
###
 
 
Exhibit 99.2
September 17, 2018
 
Mr. Matt Hill
OpenALPR Technology, Inc.
177 Huntington Avenue #179700
Boston, MA 02115
 
Re:              
Letter of Intent for the purchase of the assets of OpenALPR Technology, Inc.
 
Dear Mr. Hill:
The purpose of this letter of intent (the “Letter”) is to set forth the proposed terms and basic understanding of the parties regarding the proposed purchase (the “Transaction”) by Novume Solutions, Inc. (the “Buyer”) of all of the right, title and interest of OpenALPR Technology, Inc. (the “Seller”) in and to the assets (as hereinafter described) upon the following general terms and conditions:
 
1.   Assets to be Sold: The Asset Purchase Agreement (as herein defined) shall provide for the purchase by Buyer from Seller, and the sale by Seller to Buyer, of all assets of the Seller (the “Assets”). The Assets shall be delivered free and clear from any and all encumbrances and liabilities.
 
2.   Purchase Price: The purchase price for the Assets shall be $15,000,000 (the “Purchase Price”), and payable in cash by same-day wire at the Closing. Seller has the right, but not the obligation, to receive $5,000,000 of the Purchase Price in shares of common stock of Buyer at a price per share which shall equal $5.00 (the equivalent of 1,000,000 shares). Seller shall notify Buyer 20 days prior to closing if the Seller will elect to take the above-reference common stock as part of the purchase consideration.
 
3.   Closing Date: The Buyer and Seller hereby agree that the transaction contemplated herein shall close not later than February 28, 2019 (the “Closing Date”) which can be extended only by mutual agreement of both parties. The closing of the Transaction (the “Closing”) is conditioned on the Buyer's receipt of cash proceeds from a proposed financing by the Buyer in an amount necessary to finance the Transaction, pay related fees and expenses and provide adequate ongoing working capital, on such terms and conditions satisfactory to Buyer.
 
4.   Broker: Seller and Buyer represent to each other that no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the Transaction.
 
5.   Employment Agreement: Contemporaneous with the Closing, Matt Hill will enter into an employment agreement within the Buyer which shall provide for a salary of $150,000 per year with a minimum three-year term and contain such other terms consistent with the employment agreements of other executives of the Buyer.
 
6.   Asset Purchase Agreement: By October 17, 2018, the Buyer shall work in good faith to deliver to Seller a draft Asset Purchase Agreement for the Transaction. Buyer and Seller agree to work in good faith to execute the Asset Purchase Agreement by October 31, 2018.
 
7.   Audit: Seller agrees to provide all information and cooperate with Buyer’s audit firm to conduct an audit of Seller. Such audit shall be completed at the earliest date possible consistent with the auditor’s schedule. Buyer shall bear the cost of the audit.
 
8.   Confidentiality: This Letter is confidential to the parties and their representatives and is subject to the confidentiality agreement entered into between Buyer and Seller on August 30, 2018, which continues in full force and effect.
 
 
 
Novume Solutions, Inc. 14420 Albemarle Point Place, Suite 200, Chantilly, VA 20151
 
 
 
OpenALPR Technology, Inc.
September 17, 2018
 
Page 2
 
 
9.   Termination: This Letter shall terminate at the earlier of the Closing of the Transaction or the Closing Date or February 28, 2019, whichever comes first. Buyer and Seller agree to the Buyer’s exclusive right under this Letter to purchase the Assets of the Seller until the earlier of the Closing of the Transaction or the Closing Date or February 28, 2019, whichever comes first.
 
10.   Due Diligence: From, and after, the date of this Letter, Seller will cooperate with Buyer and its advisors to continue the Buyer’s due diligence review and will provide any and all information necessary for the Buyer to execute this transaction.
 
11.   Binding Agreement: This Letter reflects the intention of the Parties and shall be the binding and enforceable obligation of the Parties.
 
12.   General Provisions:
 
a.
Governing Law: This letter shall be governed by and construed in accordance with internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.
 
b.
Counterparts; Facsimile: This Letter may be executed in counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument and may be executed by facsimile transmission, e-mail or electronically.
 
c.
Amendment: This Letter, and any term or provision hereof, may not be amended, modified, changed, altered, waived, cancelled, rescinded or terminated, in whole or in part, except by a writing executed by both parties hereto.
 
 
By executing this Letter, Buyer and Seller acknowledge their authority to enter into this Letter.
 
Please indicate your acknowledgment by signing below.
 
 
 
 
NOVUME SOLUTIONS, INC.
 
 
 
 
 
 
 
 
 
 
 
/s/ Robert Berman
 
 
 
By:   Robert Berman
         Chief Executive Officer
 
Agreed and Accepted:
 
 
 
 
 
 
 
OPENALPR TECHNOLOGY, INC.
 
 
 
 
 
 
 
 
 
 
 
/s/ Matt Hill
 
 
 
By:   Matt Hill