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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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CURRENT REPORT Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
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Securities registered pursuant to Section 12(b) of the Act:
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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 1 – Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
(a) On August 27, 2021, Image Sensing Systems, Inc. ("ISNS"), which is a wholly-owned subsidiary of Autoscope Technologies Corporation, and TJ&Z Family Limited Partnership, a Minnesota limited partnership ("TJ&Z"), entered into a Purchase Agreement (the "Original Agreement") under which ISNS is purchasing certain real and personal property (the "Property") from TJ&Z for a total purchase price of $2,050,000, subject to adjustments if certain conditions are not satisfied. The Property includes land and a building located at 1115 Hennepin Avenue, Minneapolis, Minnesota (the "Real Property"). The Agreement also provides for the sale by TJ&Z to ISNS of all of TJ&Z's interest under a billboard lease for a billboard located on the Real Property, business records related to the Real Property, and certain personal property located on the Real Property, all as described in the Original Agreement. The Original Agreement gave ISNS 60 days after the Effective Date (the "Inspection Period") during which to undertake any studies, tests, investigations, and inspections of the Property.
On November 4, 2021, ISNS and TJ&Z entered into the First Amendment to Purchase Agreement (the “Amendment”) that extends the Inspection Period from October 26, 2021 to November 26, 2021. The First Amendment effectively extends the closing date to December 13, 2021 and requires ISNS to pay $50,000 in earnest money in addition to the $50,000 in earnest money already paid by ISNS under the Original Agreement.
The above description of the Original Agreement and the Amendment is qualified in its entirety by reference to the Original Agreement and the Amendment, which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with or incorporated into this Current Report on Form 8-K, as indicated:
Exhibit No.
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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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Dated: November 9, 2021 |
Autoscope Technologies Corporation |
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By: |
/s/ Frank G. Hallowell |
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Frank G. Hallowell |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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Exhibit No. |
Description |
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| 10.2 | First Amendment to Purchase Agreement dated as of November 4, 2021 between Image Sensing Systems, Inc. and TJ&Z Family Limited Partnership. | ||
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