8-K

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) April 28, 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. ☐

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On April 29, 2021, Image Sensing Systems, Inc. (“ISNS”) issued a press release announcing that its Board of Directors has approved the following actions:

·The implementation of a holding company reorganization (the “Reorganization”);

·The initiation of a quarterly cash dividend to common shareholders of $0.12 per share of common stock on May 20, 2021 to shareholders of record at the close of business on May 10, 2021; and

·A stock buyback program under which ISNS may repurchase up to 200,000 shares of common stock.

Holding Company Reorganization.The holding company will be named Autoscope Technologies Corporation (“Autoscope”), which will become the new parent corporation for ISNS and will replace ISNS as the public company trading on the Nasdaq Stock Market.Upon the consummation of the Reorganization, each outstanding share of ISNS’s common stock would automatically convert into shares of common stock of Autoscope on a one-for-one basis. Accordingly, each shareholder of ISNS will own the same number of shares of Autoscope’s common stock that such shareholder owns of ISNS’s common stock immediately before the Reorganization. Each share of Autoscope common stock will have the same designations, rights, powers, and preferences and the same qualifications, limitations, and restrictions as the shares of ISNS common stock immediately before the Reorganization. The Reorganization will be implemented pursuant to Section 302A.626 of the Minnesota Business Corporation Act, which permits the creation of a holding company through a merger with a direct or indirect wholly-owned subsidiary of the constituent corporation without shareholder approval.It is anticipated that the Reorganization would be a tax-free transaction for U.S. federal income tax purposes for ISNS and its shareholders.Subject to obtaining required approvals or any other intervening developments, ISNS expects to consummate the Reorganization during the second quarter of 2020.

Andrew T. Berger will transition from Executive Chairman of ISNS to becoming the Chief Executive Officer of Autoscope, which will have the same members of the Board of Directors as ISNS.

Dividend.Also in the press release on April 29, 2021, ISNS announced that its Board of Directors approved a quarterly cash dividend of $0.12 per share.The dividend will be payable on May 20, 2021 to shareholders of record as of the close of business on May 10, 2021. Although ISNS intends to pay quarterly dividends for the foreseeable future, subsequent dividends will continue to be reviewed quarterly and declared by the Board at its discretion.

Stock Buyback Program.ISNS announced in the press release on April 29, 2021 that its Board had authorized a stock buyback program under which ISNS may repurchase up to 200,000 shares of its outstanding common stock.Shares may be repurchased from time to time in open market purchases, private transactions or other transactions. The timing, volume and nature of share repurchases will be at the sole discretion of management and will depend on market conditions, applicable securities laws and other factors, and the repurchases may be suspended or discontinued at any time. Under the stock repurchase program, ISNS may repurchase shares in open-market purchases in accordance with all applicable securities laws and regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No assurance can be given that any particular number of shares of common stock will be repurchased.

A copy of ISNS’s press release announcing the Board’s approval of the Reorganization, the dividend, and the stock repurchase program is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Section 9 – Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

(d)Exhibits. The following exhibit is being “furnished” in accordance with Item 7.01 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing:

99.1 Press Release, dated April 29, 2021, of Image Sensing Systems, Inc.

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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: April 29, 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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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated April 29, 2021 of Image Sensing Systems, Inc.

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EX-99.1

Exhibit99.1

NEWS RELEASE

Contact:Frank Hallowell, Chief Financial Officer

Image Sensing Systems,Inc. Phone:651.603.7744

FOR IMMEDIATE RELEASE

Image Sensing Systems, Inc. Announces Strategic Changes

Saint Paul,Minn., April 29, 2021--Image Sensing Systems, Inc. ("Image Sensing Systems") (NASDAQ: ISNS), a global company dedicated to helping improve safety and efficiency for cities and highways, today announced that its Board of Directors has approved the following actions:

• The initiation of a quarterly cash dividend to common shareholders of $0.12 per share of common stock on May 20, 2021 to shareholders of record at the close of business on May 10, 2021.
• Authorized a stock buyback program under which it may repurchase up to 200,000 shares of common stock.
• The implementation of a holding company reorganization.
• The new holding company, Autoscope Technologies Corporation, will become the new parent company of Image Sensing Systems.
• Image Sensing Systems' current Executive Chairman, Andrew Berger, will be transitioning to Autoscope Technologies Corporation's Chief Executive Officer.

The holding company will be named Autoscope Technologies Corporation, which is intended to highlight the Company’s most successful and enduring product while also creating a new roadmap for future value creation by signaling a new company strategy and structure. Autoscope Technologies Corporation will focus on high-return internal growth opportunities while seeking selective acquisitions which can leverage its existing assets and infrastructure.

“Over the last five years, Image Sensing Systems has prudently rebuilt its balance sheet while significantly improving its bottom line profitability and cash flow. By reorganizing and building on the success of the Autoscope brand, we will work on growing the business with a focus on organic opportunities while also examining acquisitions and partnerships that can leverage the reputation, assets, and talents within the Company. We intend to transform the Company into a group of profitable business lines marketed to a diverse customer base that generates sustainably higher earnings,” said Andrew Berger, Chief Executive Officer of Autoscope Technologies Corporation.

Exhibit 99.1

“In conjunction with the holding company structure, we believe the initiation of a dividend and a stock repurchase program will provide predictable ongoing returns and underscores our commitment to deliver long-term value to our shareholders, while allowing the business to simultaneously invest in growth opportunities,” continued Berger.

“The Board would like to thank Chad Stelzig for his efforts on strengthening Image Sensing Systems under his leadership and is looking forward to his continued success as Image Sensing System’s CEO,” added Berger.

The reorganization is expected to be completed by the end of the second quarter of 2021. When implemented, the reorganization will result in a new holding company, Autoscope Technologies Corporation, that will become the new parent company of Image Sensing Systems and will replace Image Sensing Systems as the public company trading on Nasdaq.

Under the planned holding company reorganization, existing shares of Image Sensing Systems would be automatically converted on a one-for-one basis into shares of common stock of Autoscope Technologies Corporation. Shareholders would not need to return stock certificates or otherwise take any action with respect to their shares of Image Sensing Systems common stock. It is anticipated that the holding company reorganization would be a tax-free transaction for U.S. federal income tax purposes for Image Sensing Systems and its shareholders. The public company reorganization is not expected to result in a change in the directors, executive officers, management, or business of Image Sensing Systems.

About Image Sensing Systems

Image Sensing Systems,Inc. is a global company dedicated to helping improve safety and efficiency for cities and highways by developing and delivering above-ground detection technology, applications and solutions. We give Intelligent Transportation Systems (ITS) professionals more precise and accurate information – including real-time reaction capabilities and in-depth analytics – to make more confident and proactive decisions. We are headquartered in St. Paul, Minnesota. Visit us on the web atimagesensing.com.

Safe Harbor Statement:Statements made in this release concerning the Company’s or management’s intentions, expectations, or predictions about future results or events are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995. Such statements reflect management’s current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which variations could be material and adverse. Factors that could produce such a variation include, but are not limited to, the following: the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the Company’s control; developments in the demand for the Company’s products and services; relationships with the Company’s major customers and suppliers; the mix of and margins on the products we sell; unanticipated delays, costs and expenses inherent in the development and marketing of new products and services; adverse weather conditions in our markets; the impact of governmental laws, regulations, and orders, including as a result of the COVID-19pandemic causedby the coronavirus; international presence; tariffsand other trade barriers; our success in integrating any acquisitions; potential disruptions to our supply chains (including disruptions caused by geopolitical events, military actions, work stoppages, nature disasters, or international health emergencies, such as the COVID-19pandemic); and competitive factors. Our forward-looking statements speak only as of the time made, and we assume no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from the Company’s current expectations are contained in the Company’s reports and other documents filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 11, 2021.