Current Report Filing (8-k)
May 10 2017 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act
of 1934
Date of
Report (Date of earliest reported): May 9, 2017
BREKFORD CORPORATION
(Exact
name of registrant as specified in charter)
Delaware
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000-52719
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20-4086662
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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7020
Dorsey Road
Hanover,
Maryland 21076
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (443) 557-0200
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 (see General Instruction A.2.
below):
[ ]
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. ☐
Item
1.01 Entry into a Material Definitive
Agreement
On May
9, 2017, Brekford Corp. (the “
Company
”), together with
KeyStone Solutions, Inc. (“
KeyStone
”), Novume
Solutions, Inc., KeyStone Merger Sub, Inc., and Brekford Merger
Sub, Inc., entered into a First Amendment (the “
Amendment
”) to that
certain Agreement and Plan of Merger previously entered into by
such parties on February 10, 2017 (the “
Merger Agreement
”). The
execution of the Merger Agreement was previously disclosed on
Amendment No. 1 the Current Report on a Form 8-K filed with the
Securities and Exchange Commission on February 14, 2017. The
original terms of the Merger Agreement authorized each of the
Company and KeyStone to terminate the Merger Agreement if closing
of the transactions contemplated under the Merger Agreement did not
occur by June 1, 2017 (the “
Termination Date
”). The
Amendment extends the Termination Date until July 31,
2017.
The foregoing information is a summary of the Amendment described
above, is not complete, and is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is
attached as an exhibit to this Current Report on Form
8-K. Readers should review the Amendment for a complete
understanding of the terms and conditions associated with this
transaction.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits. The following exhibits are filed with this
report:
Exhibit No.
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Description of Exhibit
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First
Amendment to Agreement and Plan of Merger, dated May 9,
2017
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SIGNATURES
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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BREKFORD
CORPORATION
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Date:
May 10, 2017
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By:
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/s/
Rodney
Hillman
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Name:
Rodney Hillman
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Title: President
and Chief Operating Officer
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