Item 1.01. Entry into a Material Definitive Agreement.
(a) On August 27, 2021 (the "Effective Date"), Image Sensing Systems, Inc.
("ISNS"), which is a wholly-owned subsidiary of Autoscope Technologies
Corporation (the "Company"), and TJ&Z Family Limited Partnership, a Minnesota
limited partnership ("TJ&Z"), entered into a Purchase Agreement (the
"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 "Purchase Price"). 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 Agreement. The Agreement gives ISNS 60 days after the
Effective Date (the "Inspection Period") during which to undertake any studies,
tests, investigations, and inspections of the Property.
Of the total Purchase Price, ISNS paid earnest money of $50,000.00 (the "Earnest
Money") to TJ&Z. The Earnest Money is being held in an escrow account with an
unrelated third party. The remaining Purchase Price is to be paid by ISNS to
TJ&Z on the "Closing Date," as that term is defined in the Agreement. The
Agreement provides that during the Inspection Period, if ISNS terminates the
Agreement as provided in the Agreement, the Earnest Money will be returned to
ISNS, and, if ISNS does not terminate the Agreement during the Inspection
Period, the Earnest Money will be applied to the Purchase Price.
Under the Agreement, the closing of the purchase and the sale of the Property is
subject to certain contingencies, including that ISNS shall have received, on or
before the end of the Inspection Period, the commitments for the financing
necessary and sufficient, in ISNS's sole discretion, to implement ISNS's plans
to complete the purchase of the Property. The Agreement also contains
representations and warranties made by each of ISNS and TJ&Z to the other
party. If the Agreement is not terminated by either ISNS or TJ&Z before the
Closing Date, the closing of ISNS's purchase of the Property is expected to
occur within 15 days after the expiration of the Inspection Period.
The above description is qualified in its entirety by reference to the
Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference.
Item 5.02. Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d) On September 1, 2021, the Board of Directors of the Company appointed
Ezekiel J. Kruglick, Ph.D. to the Company's Board of Directors. Dr. Kruglick,
age 47, has served on the Board of Directors of Cognitive Battery Systems since
October 2017. Since January 2021, Dr. Kruglick has served as a Technical
Advisor to the Board of PaperClip Inc., a leading supplier of enterprise cloud
content management services that enable document management, communications, and
data transcription focused on achieving "Straight Through Processing". Dr.
Kruglick also served as Chief Executive Officer and a Director of Ardent
Research, a full service research and development boutique firm specializing in
technology development, from November 2009 until its sale in April 2021. From
July 2016 to January 2020, Dr. Kruglick served as a Technical Advisor to the
Executive Chairman and Board of Directors of ISNS. Dr. Kruglick received his
B.S. and M.S. in electrical engineering and computer science from the University
of California, Los Angeles, and his Ph.D. in electrical engineering and computer
science from the University of California, Berkeley.
Dr. Kruglick will be compensated as a non-employee director in accordance with
the Company's existing non-employee director compensation program. Under the
program, for 2021, he will receive a pro-rata portion of the $50,000 annual
retainer paid to all non-employee directors, of which half will be paid in cash
and half as a stock award. The Company's existing non-employee director
compensation program is described under the heading "Corporate Governance -
Non-Employee Director Compensation in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on March 18, 2021, which is
hereby incorporated into this Current Report on Form 8-K by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with and incorporated into
this Current Report on Form 8-K:
10.1 Purchase Agreement dated August 27, 2021 between Image Sensing Systems,
Inc. and TJ&Z Family Limited Partnership.
99.1 Press Release dated September 2, 2021.
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