Amended Current Report Filing (8-k/a)
15 Giugno 2023 - 6:53PM
Edgar (US Regulatory)
0001505611
true
0001505611
2023-04-06
2023-04-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
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 6, 2023
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.
1625 South Congress Avenue, Suite 103
Delray Beach, Florida |
|
33445 |
(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 |
Common Stock, $0.001 par value |
|
DPSI |
|
NYSE American |
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 March 31, 2023, DecisionPoint Systems,
Inc. (the “Company”) entered into a Stock Purchase with the Durwood Wayne Williams Revocable Trust and the Collins Family
Living Trust, as sellers (collectively, the “Sellers”) and with Durwood W. Williams and Bartley E. Collins (the respective
trustees of the Sellers), individually, pursuant to which the Company acquired all of the issued and outstanding equity of Macro Integration
Services, Inc. (“Macro”) from the Sellers (the “Acquisition”), effective April 1, 2023. This Amendment No. 1 (“this
Amendment”) to the Current Report on Form 8-K filed on April 6, 2023 (the “Initial Report”) is being filed to provide
Macro’s audited consolidated financial statements for the year ended December 31, 2022, unaudited financial statements for the three
month period ended March 31, 2023, and the unaudited pro forma consolidated financial information related to the Acquisition as required
by applicable rules under SEC Regulation S-X and Items 9.01(a) and 9.01(b) of Form 8-K all of which were previously omitted from the Initial
Report as permitted by Item 9.01(a)(3).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of
Business Acquired
The audited financial statements of Macro
as of and for the year ended December 31, 2022, and the unaudited financial statements as of and for the three months ended March
31, 2023, are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference. The consent of Haskell
& White LLP, the Company’s independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment.
(b) Pro Forma Financial
Information
The unaudited pro forma condensed consolidated
financial statements of the Company and Macro as of and for the three months ended March 31, 2023 and for the year ended December 31,
2022, 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 Amendment.
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.
Date: June 15, 2023 |
DecisionPoint Systems, Inc. |
|
|
|
|
By: |
/s/ Melinda Wohl |
|
Name: |
Melinda Wohl |
|
Title: |
Vice President Finance and Administration |
|
|
(Principal Financial Officer and
Principal Accounting Officer) |
2
Grafico Azioni DecisionPoint Systems (PK) (USOTC:DPSIP)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni DecisionPoint Systems (PK) (USOTC:DPSIP)
Storico
Da Giu 2023 a Giu 2024