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): October 23, 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 1.01. Entry into a
Material Definitive Agreement.
On
October 23, 2018, Novume Solutions, Inc. (the
“Company”), a Delaware company, entered into a note
amendment with Debbie Neukrug-Berman. Pursuant to the note
amendment, the outstanding promissory note of the Company, dated
March 16, 2016, in the aggregate principal amount of $500,000 and
held by Debbie Neukrug-Berman was amended to extend the maturity
date to March 16, 2020.
On October 24, 2018, the Company and the Company’s wholly
owned subsidiary Brekford Traffic Safety, Inc. ("Brekford") entered
into a note amendment with Cedarview Opportunities Master Fund, LP
(“Cedarview”). Pursuant to the note amendment, the
outstanding promissory note of the Company and Brekford, dated
April 3, 2018, in the aggregate principal amount of $2,000,000 held
by Cedarview, was amended to extend the maturity date of the note
to April 1, 2020.
The amendment
further provides for the payment of interest through May 1, 2019 if
the principal is repaid before May 1, 2019 and for the payment of
interest through May 1, 2020 if the principal is repaid after May
1, 2019 and before May 1, 2020.
The amendment further provides that for payment of interest through
May 1, 2019 if the principal is repaid before May 1, 2019 and
payment of interest through May 1, 2020 if the principal is repaid
before May 1, 2020.
The
foregoing descriptions of the notes referred to above do not
purport to be complete and are qualified in their entirety by
reference to the Amendment to Promissory Notes, copies of which are
attached to this Current Report on Form 8-K as Exhibits 10.1 and
10.2 respectively and incorporated into this Item by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information contained in Item 1.01 is hereby incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Description
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Amendment to
Promissory Note dated March 16, 2016 (1)
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Amendment to
Promissory Note dated April 3, 2018 (1)
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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: October 24,
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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AMENDMENT TO
PROMISSORY NOTE DATED
MARCH 16, 2016
This is
an amendment to the $500,000 principal amount promissory note dated
March 16, 2016 (the “Amendment”), by and among Novume
Solutions, Inc., a Delaware corporation (as assumed from Keystone
Solutions, Inc., a Delaware corporation) (“Borrower”),
and Debbie Neukrug-Berman (“Holder”)(the
“Promissory Note”).
All
capitalized terms contained herein which are not otherwise defined
shall have the meanings set forth in the Promissory
Note.
Section 1
. Amendment to
Promissory Note. Section 1 of the Promissory Note is hereby amended
to extend the Maturity Date of the Promissory Note to March 16,
2020.
Section 2
. Except as
specifically amended hereby, the Promissory Note and all other
documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
Section 3
. This Amendment shall
be governed by all of the provisions contained in Sections 5 and 6
of the Promissory Note.
*********************
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be duly executed by a duly authorized officer as of
the date first above indicated.
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NOVUME SOLUTIONS, INC.
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By: /s/
Robert A. Berman
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Name:
Robert Berman
Title:
CEO
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/s/
Debbie
Neukrug-Berman
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Debbie
Neukrug-Berman
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AMENDMENT TO
PROMISSORY NOTE DATED
APRIL 3, 2018
This is
an amendment to the $2,000,000 principal amount promissory note
dated April 3, 2018 (the “Amendment”), by and among
Brekford Traffic Safety, Inc., a Delaware corporation, and Novume
Solutions, Inc., a Delaware corporation (collectively
“Borrower”), and Cedarview Opportunities Master Fund,
LP, a Delaware limited partnership (“Lender”)(the
“Promissory Note”).
All
capitalized terms contained herein which are not otherwise defined
shall have the meanings set forth in the Promissory
Note.
Section 1
. Amendment to
Promissory Note. Section 1.1 of the Promissory Note is hereby
amended to the extent of extending the Maturity Date of the
Promissory Note to May 1, 2020, and, further, that if Borrower
prepays the principal amount on or before May 1, 2019, Borrower
shall pay to Lender all remaining interest as would be payable
through May 1, 2019. If Borrower prepays the principal amount after
May 1, 2019 and prior to May 1, 2020, Borrower shall pay to Lender
all remaining interest as would be payable through May 1,
2020.
Section 2
. In consideration for
the agreement of the Lender to extend the Maturity Date, the
Borrowers hereby agree to pay the Lender $62,500 within three
business days of execution of the Amendment.
Section 3.
Except as
specifically amended hereby, the Promissory Note and all other
documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.
Section 4
. This Amendment shall
be governed by all of the provisions contained in Section 10 of the
Promissory Note.
*********************
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the Borrower and the Lender have caused this
Amendment to be duly executed by a duly authorized officer as of
October 23, 2018.
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BREKFORD TRAFFIC
SAFETY, INC.
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By: /s/ Robert A.
Berman
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Name: Robert A.
Berman
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Title: Authorized
Signatory
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NOVUME
SOLUTIONS, INC.
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By: /s/ Robert A.
Berman
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Name: Robert A.
Berman
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Title:
CEO
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CEDARVIEW
OPPORTUNITIES MASTER FUND L.P.
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By: /s/ Burton
Weinstein
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Name: Burton
Weinstein
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Title: Managing Partner
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