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) May 4, 2021

 

________________________

Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter) 

 

Minnesota

0-26056

41-1519168

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

        

Spruce Tree Centre, Suite 400, 1600 University Avenue West, St. Paul, Minnesota

 

55104

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (651) 603-7700

                                                                                                                                                               

(Former name or former address, if changed since last report.)

________________________

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

ISNS

 

The Nasdaq Capital Market

Preferred Stock Purchase Rights

 

ISNS

 

The Nasdaq Capital Market

 

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 Instructions 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  

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Section 5 – Corporate Governance and Management

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(e)    At the annual meeting of the shareholders of Image Sensing Systems, Inc. (the "Company") held on May 4, 2021, the Company's shareholders, upon the recommendation of the Board of Directors, approved an amendment to the Image Sensing Systems, Inc. 2014 Stock Option and Incentive Plan (as amended, the "Plan") to authorize an additional 120,000 shares for issuance under the Plan.


        A description of the Plan was included under the heading "Proposal 5 - Approval of Increase in the Number of Shares Subject to the Image Sensing Systems, Inc. 2014 Stock Option and Incentive Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2021, and that description of the Plan is hereby incorporated herein by reference.  That description of the Plan is qualified in its entirety by reference to the copy of the Plan included as Appendix E to the proxy statement.

 

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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. 

Dated:  May 10, 2021

Image Sensing Systems, Inc.

 

 

 

 

 

 

 

By:

/s/ Frank G. Hallowell

 

 

Frank G. Hallowell

 

 

Chief Financial Officer

(Principal Financial Officer and
Principal Accounting Officer)

 

 

 

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