Autoscope Technologies Corp 8-K, filed Nov 9, 2021
Autoscope Technologies Corp (AATC)
About this 8-K
Autoscope Technologies Corp filed this 8-K on November 9, 2021, reporting on events of November 4, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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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 |
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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)
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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 (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 INDEX
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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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Exhibit 10.2
FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made as of October 26, 2021 (the “Amendment Effective Date”), by and between TJ&Z Family Limited Partnership, a Minnesota limited partnership (“Seller”), and Image Sensing Systems, Inc., a Minnesota corporation, and its successors or assigns (“Buyer”).
RECITALS
- Buyer and Seller are parties to that certain Purchase Agreement, dated as of August 27, 2021 (the “Purchase Agreement”), pursuant to which Buyer intends to buy, and Seller has agreed to sell, certain property located at 1115 Hennepin Avenue, in the City of Minneapolis, County of Hennepin, Minnesota (as more particularly described in the Purchase Agreement, the “Property”).
- Buyer and Seller now wish to amend the Purchase Agreement to extend the Inspection Period for the limited purposes set forth herein and to make such other amendments as more particularly set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Capitalized Terms. Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Purchase Agreement.
- Waiver of Contingency. Buyer hereby waives the contingency set forth in Section 3.5 of the Purchase Agreement.
- Amendment of Certain Contingencies. Sections 3.1, 3.3, 3.4 and 3.6 of the Purchase Agreement are hereby amended and restated as follows:
- Seller Performance. Seller shall have performed all obligations contained herein to be performed after the Amendment Effective Date in all material respects.
3.3 Title. There shall be no adverse change in title to the Real Property after the Amendment Effective Date from that evidenced in the title commitment and survey identified in Buyer’s attorney’s October 6, 2021 title and survey objection correspondence. Buyer waives all title and survey objections raised in such October 6, 2021 correspondence, except for the requirement that Seller deliver a termination of Memorandum of Lease, as stated therein. Further, Buyer does not waive any of the so-called mandatory cure items in Section 6.4 of the Purchase Agreement.
3.4 Access and Inspection. Buyer shall have until Friday, November 26, 2021 (the “Inspection Period”) in which to obtain a zoning letter from the City of Minneapolis identifying the Property as being in the B4N Downtown District and the Harmon Area Overlay District, and shall use commercially reasonable efforts to timely obtain such letter. During the term of this Agreement, Seller shall allow Buyer, and Buyer’s agents,
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consultants and representatives, upon twenty-four (24) hours prior written notice from the same, immediate access to the Real Property without charge and at all reasonable times for the purpose of Buyer’s investigation of the same. Seller or one of Seller's representatives shall have the right to be present when Buyer or its representative conducts any investigation of the Property.
Buyer shall defend, indemnify and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature, including reasonable attorney's fees, resulting from any of Buyer’s investigations of the Property and shall repair to the reasonable satisfaction of Seller any damages resulting from any such investigations, and such obligation shall survive the expiration or termination of this Agreement, provided, however, that Buyer shall not be responsible for any costs, damages, liabilities, losses, expenses, injuries, liens or claims, including, without limitation, attorneys’ fees arising out of any pre-existing adverse physical condition or defect of the Property not caused by Buyer, or its agents, employees or contractors. Seller agrees to provide continuing access to the Property for Buyer and its representatives after the Inspection Period through the Closing Date for purposes of completing Buyer’s financing.
3.6 Financing. Buyer’s lender shall have until the expiration of the Inspection Period to obtain an appraisal valuing the Property at or greater than the Purchase Price.
In addition, the first sentence of the last paragraph of Section 3 is amended to read as follows:
If any contingency has not been satisfied on or before the end of the Inspection Period, then this Agreement may be terminated by notice from Buyer to Seller.
- Additional Earnest Money. Within two (2) business days after the Amendment Effective Date, Buyer shall deposit Fifty Thousand and No/100 Dollars ($50,000.00) as additional earnest money (“Additional Earnest Money”) to be held in an escrow account with Escrow Agent. The Additional Earnest Money, together with the initial Earnest Money of Fifty Thousand and No/100 Dollars ($50,000.00), shall be “Earnest Money” for all purposes under the Purchase Agreement.
- Real Estate Tax Prorations. Section 5.4 of the Purchase Agreement is hereby amended and restated as follows:
5.4 Real Estate Taxes and Special Assessments. All real estate taxes and special assessments payable in the years prior to the year in which the Closing occurs shall be paid by Seller. Real estate taxes and special assessments payable in the year in which Closing occurs shall be pro-rated based upon a calendar year as of November 10, 2021. The balance of all levied and pending special assessments against the Property shall be assumed by Buyer.
- Ratification and Conflicts. Except as expressly amended hereby, the Purchase Agreement is fully ratified and confirmed and continues in full force and effect. In the event of any conflict between the Purchase Agreement and this First Amendment, this First Amendment shall control.
- Counterparts. This instrument may be executed in any number of counterparts, which, when taken together, constitute a complete and original instrument.
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[Remainder of Page Intentionally Blank. Signature Pages Follow.]
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IN WITNESS WHEREOF, Seller and Buyer have executed this First Amendment as of the Amendment Effective Date.
SELLER:
TJ&Z FAMILY LIMITED PARTNERSHIP,
a Minnesota limited partnership
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/s/ Terry Gahan |
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Name: |
Terry Gahan |
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Its: |
Owner |
IN WITNESS WHEREOF, Seller and Buyer have executed this First Amendment as of the Amendment Effective Date.
BUYER:
IMAGE SENSING SYSTEMS, INC., a
Minnesota corporation
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/s/ Frank G. Hallowell |
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Name: |
Frank G. Hallowell |
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Its: |
Chief Financial Officer |