Filing Details
- Accession Number:
- 0001654954-17-008241
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-07 16:35:45
- Filed By:
- Nathan Richard A
- Company:
- Rekor Systems Inc.
- Filing Date:
- 2017-09-07
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Richard A. Nathan | 3,186,041 | 0 | 3,186,041 | 0 | 3,186,041 | 22.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Novume Solutions, Inc.
(Name of Issuer)
Common Stock, par value 0.0001 per share
(Title of Class of Securities)
67012D106
(CUSIP Number)
Dr. Richard A. Nathan
Novume Solutions, Inc.
14420 Albemarle Point Place, Suite 200
Chantilly, VA 20151
(703) 953-3838
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
August 28, 2017
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
| CUSIP No.
67012D106 | | |
|
1 | | NAMES
OF REPORTING PERSONS Richard
A. Nathan | ||||
|
2 | | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) ☐
(b) ☐ | ||||
|
3 | | SEC USE
ONLY | ||||
|
4 | | SOURCE
OF FUNDS (SEE INSTRUCTIONS) SC(1),
PF(1) | ||||
|
5 | | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☐ | ||||
|
6 | | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
7 | | SOLE
VOTING POWER 3,186,041(2) | ||
| |
8 | | SHARED
VOTING POWER 0 | |||
| |
9 | | SOLE
DISPOSITIVE POWER 3,186,041(2) | |||
| |
10 | | SHARED
DISPOSITIVE POWER 0 | |||
| 11 | | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,186,041(2) | ||||
| 12 | | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐ | ||||
| 13 | | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.9%(2) | ||||
| 14 | | TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) IN | ||||
(1) See
Item 3 below.
(2) See
Item 5 below.
CUSIP No. 67012D106
ITEM 1. Security and Issuer.
The securities to which this Schedule 13D relates are the
common shares, $0.0001 par value per share (“Common
Shares”) of Novume Solutions, Inc., a Delaware corporation
(the “Issuer”) and warrants to purchase Common Shares
of the Issuer. The address of the executive offices of the Issuer
is 14420 Albemarle Point Place, Suite 200, Chantilly, VA
20151.
ITEM 2. Identity and Background.
(a), (b), (c), (d), (e) and (f). This Schedule 13D
is being filed by Dr. Richard A. Nathan, an individual. Dr. Nathan
serves as a Director on the Board of Directors of the Issuer, and
is also its Chief Operating Officer. His business address is
identical to the business address of the Issuer as reported in
Item 1 above. Dr. Nathan has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor was he a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Dr. Nathan is citizen of the United States.
ITEM 3. Source and Amount of Funds or Other
Consideration.
The Common Shares were issued in connection with the closing of the
merger transactions on August 28, 2017 (the
“Mergers”) contemplated by that certain Second Amended
Agreement and Plan of Merger (the “Merger Agreement”)
dated as of July 12, 2017, by and among the Issuer, KeyStone
Solutions, Inc. (“KSI”), Brekford Traffic Safety, Inc.,
Brekford Merger Sub, Inc., and KeyStone Merger Sub, LLC, as
reported by the Issuer in its Current Report on Form 8-K as filed
with the Securities and Exchange Commission (the “SEC”)
on August 29, 2017. In connection with the Mergers, the Issuer
issued the shares to Dr. Nathan in exchange for his KSI common
shares in the ratio set forth in the Merger Agreement. In addition,
Dr. Nathan had previously purchased Units of KSI in KSI’s
Regulation A offering, with such Units consisting of shares of
Series A Preferred Stock and Warrants to Purchase Common Stock of
KSI. Dr. Nathan purchased such Units using his personal funds. Such
Units were exchanged in the Mergers for shares of Novume Series A
Preferred Stock and Novume Unit Warrants to purchase Common
Shares.
ITEM 4. Purpose of Transaction.
As a result of the closing of the Mergers, Dr. Nathan exceeded 5%
beneficial ownership of Common Shares of the Issuer necessitating
the filing of this Schedule 13D. In addition, in the future
there may be additional issuances of stock options, restricted
stock, restricted stock units, or other equity grants to Dr. Nathan
in connection with his employment by the Issuer which could result
in the acquisition of additional beneficial ownership of Common
Shares of the Issuer.
Dr. Nathan also reserves the right to purchase additional Common
Shares or to dispose of Common Shares in the open market, in
privately negotiated transactions or in any other lawful manner in
the future.
It is the current intent of the Issuer to continue to grow through
strategic acquisitions, and as a member of the Board and Chief
Operating Officer, Dr. Nathan participates in the review and
evaluation of potential transactions and the consideration used,
including Common Shares of the Issuer.
Except as described above, Dr. Nathan presently has no plans or
proposals which relate to or would result in any action enumerated
in subparagraphs (a) through (j) of the instructions for
Item 4 of Schedule 13D.
CUSIP No. 67012D106
ITEM 5. Interest in Securities of the Issuer.
(a), (b) Dr. Nathan holds directly 3,186,041 Common Shares of
the Issuer. 1,593,021 of such Common Shares are subject to an
option to purchase by Avon Road Partners, L.P., of which Mr. Robert
Berman, Chief Executive Officer of the Issuer, is the general
partner, pursuant to an Amended and Restated Avon Road Option
Agreement (the “Option Agreement”), the form of which
was previously disclosed by the Issuer in its filings with the
SEC, and in the Form 4 filed
with the SEC on August 30, 2017 by Dr. Nathan (the “Form
4”). The Option Agreement expires on March 21,
2019.
In addition, Dr. Nathan holds 10,000 Novume Unit Warrants which are
exercisable for 4,848 Common Shares. The 10,000 shares of Novume
Series A Preferred Stock held by Dr. Nathan are excluded from the
beneficial ownership calculation as they are not presently
convertible into Common Shares and cannot be converted in the next
60 days.
Dr. Nathan may be deemed to be the beneficial owner with sole
voting and dispositive power of 3,190,990 shares in the aggregate
of Common Stock, or 22.9% of the class of securities.
The calculation of percentage ownership is based on 13,933,991
shares of Common Shares outstanding as of the closing of the
Mergers on August 28, 2017, as reported by the Issuer’s
Transfer Agent on August 31, 2017, plus the 4,849 Common Shares
issuable upon the exercise of the 10,000 Novume Unit Warrants held
by Dr. Nathan.
(c) During the last 60 days, the following issuances of the
Issuer’s Common Shares were made to Dr. Nathan in connection
with the Mergers, as previously reported in the Form 4 as filed
with the SEC:
|
Trade Date | |
Common Shares Acquired | |
Price Per Share ($) |
| 8/28/2017 | | 3,186,041 | | N/A
– Exchanged for KSI Common Shares in the Mergers pursuant to
the Merger Agreement |
| 8/28/2017 | | 10,000
Novume Unit Warrants exercisable for 4,849 Common
Shares | | N/A
– Exchanged for KSI Units in the Mergers pursuant to the
Merger Agreement |
(d) and (e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationship with Respect to the Securities of the
Issuer.
No contracts, arrangements, understandings, or relationships (legal
or otherwise) exist between Dr. Nathan and any person with respect
to any securities of the Issuer, including, but not limited to,
transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving
or withholding of proxies, except for the Amended and Restated Avon
Road Option Agreement as set forth above in Item 5 and incorporated
herein by reference.
CUSIP No. 67012D106
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
| Dated:
September 7, 2017 | By: | /s/ Dr.
Richard A. Nathan | |
| | | Dr. Richard A.
Nathan | |