Filing Details
- Accession Number:
- 0001654954-17-008245
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-07 16:46:17
- Filed By:
- Brechin Chandra C.b.
- 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 |
|---|---|---|---|---|---|---|
| Chandra (C.B.) Brechin | 830,428 | 0 | 830,428 | 0 | 830,428 | 6.0% |
Filing
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) |
| Thomas
A Rose, Esq. Sichenzia Ross
Ference Kesner LLP 1185
Avenue of the Americas New
York, New York 11036
(212) 930-9700 |
| (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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 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(b) 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 the 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 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 | SCHEDULE
13D | Page 2 of 5
Pages |
| 1 | NAME OF REPORTING
PERSONS Chandra (C.B.)
Brechin | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS SC(1) | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER | 830,428 | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER | 0 | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER | 830,428
(2) | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER | 0 | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,428
(2) | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 6.0
(2) | |||
| 14 | TYPE OF REPORTING
PERSON IN | |||
| (1) | See
Item 3 below. |
| (2) | See
Item 5 below. |
2
| CUSIP
No. 67012D106 | SCHEDULE
13D | Page 3 of 5
Pages |
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”). 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) – (c)
This Statement is filed by Chandra (C.B.) Brechin. Mr.
Brechin’s address is 7020 Dorsey Road,
Bldg C. Hanover MD 21076. As of August 28, 2017, Mr. Brechin
served as an executive of Brekford
Traffic Safety, Inc., a wholly owned subsidiary of the Issuer prior
to the Mergers as set forth below in Item 3.
(d) -
(e) During the last five years, Mr. Brechin has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has he been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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 violations with respect to such laws.
(f) Mr.
Brechin is a United States citizen.
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., Brekford Traffic Safety, Inc.
(“Brekford”), 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 Common Shares to Mr. Brechin in
exchange for his Brekford common shares in the ratio set forth in
the Merger Agreement.
ITEM 4. Purpose of Transaction.
As a result of the closing of the Mergers, Mr. Brechin exceeded 5%
beneficial ownership of Common Shares of the Issuer necessitating
the filing of this Schedule 13D.
Mr. Brechin 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.
Except as described above, Mr. Brechin 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.
ITEM 5. Interest in Securities of the Issuer.
(a), (b) Mr. Brechin holds directly 830,428 Common Shares of
the Issuer. Mr. Brechin may be deemed to be the beneficial owner
with sole voting and dispositive power of 830,428 shares of Common
Stock, or 6.0% of the class of securities.
3
| CUSIP
No. 67012D106 | SCHEDULE
13D | Page 4 of 5
Pages |
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.
(c) During the last 60 days, the following issuances of the
Issuer’s Common Shares were made to Mr. Brechin in connection
with the Mergers:
|
Trade Date | |
Common Shares Acquired | |
Price Per Share ($) |
| 8/28/2017 | | 830,428 | | N/A
– Exchanged for Brekford Common Shares 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 Mr. Brechin 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.
4
SIGNATURES
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/ Chandra
(C.B.) Brechin | |
| | | Chandra
(C.B.) Brechin | |
| | | | |
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