Current Report Filing (8-k)
August 30 2021 - 3:40PM
Edgar (US Regulatory)
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0001505611
2021-08-24
2021-08-24
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xbrli:shares
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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): August 24, 2021
DecisionPoint Systems,
Inc.
(Exact name of registrant
as specified in its charter)
Delaware
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333-245695
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37-1644635
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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DecisionPoint Systems, Inc.
8697 Research Drive
Irvine, California
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92618
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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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 5.07 Submission of Matters
to a Vote of Security Holders.
On August 24, 2021,
stockholders of DecisionPoint Systems, Inc. (the “Company”) holding more than a majority of the outstanding shares of
Company common stock (the “Consenting Stockholders”) as of the record date of August 24, 2021, approved the following matter
by written consent in lieu of a special meeting in accordance with the applicable provisions of the Delaware General Corporation Law and
the Company’s Amended and Restated Bylaws:
Authorization
of the Company’s Board of Directors (the “Board”), in its sole and absolute discretion, and without further action of
the stockholders, to file an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock
split of the Company’s issued and outstanding common stock at a ratio in the range of 1.5-for-one to 1-for-6 at any time prior to
June 30, 2022, with the exact split ratio and timing to be determined in the Board’s sole and absolute discretion.
The
Company will not effect the reverse stock split unless and until the Company takes all requisite actions required under Delaware law and
as required by any applicable regulatory authority. The Board retains sole discretion to implement or abandon a reverse stock split,
based on its determination of whether effecting a reverse stock split is advisable and in the best interests of the Company and its stockholders.
As of the date of this report
Consenting Stockholders from whom the Company obtained the written consent in lieu of a meeting held in the aggregate 8,123,199 shares
of Company common stock representing approximately 59% of the issued and outstanding shares of Company common stock. As the authority
to effect a reverse stock split was approved by written consent, there were no votes against, abstaining or broker non-votes in relation
to this matter.
Item 8.01 Other Events.
On or about August 30, 2021
the Company distributed, or otherwise made available, additional information to its stockholders regarding the authority granted to the
Board by the Consenting Stockholders and the reverse stock split that may be later be effected by the Company. A copy of that notice is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
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Document
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99.1
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Notice to Stockholders
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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DECISIONPOINT SYSTEMS, INC.
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Dated: August 30, 2021
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By:
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/s/ Melinda Wohl
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Name: Melinda Wohl
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Title: Vice President Finance and Administration
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DecisionPoint Systems (CE) (USOTC:DPSIP)
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