UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 12, 2021
DecisionPoint Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-245695 | 37-1644635 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
DecisionPoint Systems, Inc. 8697 Research Drive Irvine, California | 92618 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 465-0065
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. ☐
Explanatory Note
On December 4, 2020 DecisionPoint Systems, Inc. acquired a 100% membership interest in ExtenData Solutions, LLC (“ExtenData”). This Form 8-K is being filed to provide ExtenData’s audited financial statements for the year ended December 31, 2019, unaudited financial statements for the nine month period ended September 30, 2020, and the unaudited pro forma consolidated financial information related to the acquisition under SEC Regulation S-X and Items 9.01(a) and 9.01(b) of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited financial statements of ExtenData as of and for the year ended December 31, 2019, and the unaudited financial statements as of and for the nine months ended September 30, 2020, are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The consent of Haskell & White LLP, ExtenData’s independent registered public accounting firm, is attached as Exhibit 23.1 to this Current Report on Form 8-K.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of DecisionPoint Systems, Inc. and ExtenData as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019, filed herewith and attached hereto as Exhibit 99.3, are incorporated herein by reference.
(d) Exhibits
Below is a list of exhibits included with this Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DecisionPoint Systems, Inc. | ||
| Date: February 12, 2021 | By: | /s/ Melinda Wohl |
| Name: | Melinda Wohl | |
| Title: | Vice President Finance and Administration | |
| (Principal Financial Officer and Principal Accounting Officer) | ||
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