NOVUME SOLUTIONS, INC. FILES (8-K) Disclosing Other Events

Edgar Glimpses |

Item 8.01 Other Events.

On , Novume Solutions, Inc. (the "Company") entered into a Preliminary Term Sheet (the "Term Sheet") with NeoSystems Corp. ("NeoSystems") which sets forth the parties' intent to consummate a transaction pursuant to which the Company will acquire NeoSystems, which upon closing (the "Closing"), will be a wholly owned subsidiary of the Company. The consideration for the transaction will be approximately $21 million, comprised of cash, restricted shares of the Company's stock and assumption of certain debt and liabilities by the Company. The Term Sheet also contemplates that at the Closing the Company will enter into employment agreements with certain executives of NeoSystems. Upon consummation of the transaction, the employees of NeoSystems will receive stock options or other equity incentives under the Company's equity incentive plan to replace stock options or other equity incentives held in NeoSystems. The Term Sheet also contemplates that NeoSystems will be entitled to appoint one member to the Board of Directors of the Company.

The Closing is subject to customary closing conditions including but not limited to, satisfactory completion of due diligence, negotiation and entry into definitive agreements, approval of the transactions by the boards of directors of the Company and NeoSystems, and consummation of a financing transaction.

Item 9.01 Exhibits


Exhibit    Description

99.1 Press Release issued by Novume Solutions, Inc. on

           (filed herewith).

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