UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~ DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant ~~TO SECTION~~to Section 13 or OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~of

~~Date~~the ~~of Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): July 1, 2024~~1934

~~DecisionPoint~~Date of Report ~~Systems~~(Date of earliest event reported): July 5, ~~Inc.~~2024

DecisionPoint Systems, Inc. (Exact name of registrant as specified in its charter)

Delaware	001-41376	37-1644635
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1615 South Congress Avenue, Suite 103 Delray Beach, Florida		33445
(Address of principal executive offices)		(Zip Code)

DecisionPoint Systems, Inc.

1615 South Congress Avenue Suite 103

Delray Beach, Florida

33445

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 900-3723

N/A

(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))

☐	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
Title of Each Class	Trading Symbol	Name on 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. ☐

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders~~Note

On July 15, 2024, ~~DecisionPoint Systems, Inc.~~ (the “~~Company”)~~Closing ~~held a Special Meeting of Stockholders (the “Special Meeting~~Date”), atDerby ~~which the Company’s stockholders considered certain proposals related to the Agreement and Plan of~~ Merger, ~~dated April 30~~Sub, ~~2024~~Inc. (~~as it may be amended from time to time, the~~ “~~Merger Agreement~~MergerCo”), bya Delaware corporation and ~~among~~wholly ~~the~~owned subsidiary ~~Company,~~of Barcoding Derby Buyer, Inc., a Delaware corporation (“Parent”), ~~and~~merged ~~Derby~~with ~~Merger~~and ~~Sub~~into DecisionPoint Systems, Inc., a Delaware corporation ~~and wholly owned subsidiary of Parent~~ (the “~~MergerCo~~Company”), ~~pursuant~~ towith ~~which, subject to~~ the ~~terms~~Company ~~and~~continuing as ~~conditions set forth in~~ the ~~Merger~~surviving ~~Agreement,~~corporation ~~MergerCo will merge with and into the Company~~ (the “Merger”), ~~with~~pursuant ~~the~~to ~~Company continuing as~~ the ~~surviving~~previously ~~corporation~~announced Agreement and ~~wholly~~Plan ~~owned subsidiary~~ of ~~Parent.~~Merger, Atdated ~~the Special~~April ~~Meeting~~30, ~~5,279,129~~2024 ~~shares~~(as ofit ~~the~~may ~~Company’s~~be ~~common~~amended ~~stock~~from ~~were~~time ~~virtually~~to ~~present or represented by proxy~~time, ~~representing approximately 68.7% of~~ the ~~voting~~“Merger ~~power of the 7~~Agreement”),~~681,000~~ ~~shares~~by ofand among the Company’s, ~~common~~MergerCo ~~stock issued~~ and ~~outstanding and entitled to vote on~~Parent. ~~May~~As ~~24,~~a ~~2024,~~result ~~the~~of ~~record date for~~ the ~~Special Meeting~~Merger, ~~which~~the ~~constituted~~Company became a ~~quorum~~wholly toowned ~~conduct~~subsidiary ~~business~~of ~~at the Special Meeting under the Company’s bylaws~~Parent.

~~The parties~~Item ~~expect~~1.02 ~~the~~Termination ~~Merger~~of toa beMaterial ~~completed~~Definitive ~~on July 5, 2024, subject to the remaining conditions set forth in the Merger~~ Agreement.

The ~~following are the voting~~ ~~results~~information ofset ~~the~~forth ~~proposals~~in ~~considered and voted upon at~~ the ~~Special~~Introductory ~~Meeting,~~Note ~~each~~ of ~~which~~this isCurrent ~~described~~Report ~~in detail in the Company’s definitive proxy statement, dated May 31, 2024, which was first mailed to the Company’s stockholders~~ on orForm ~~about~~8-K ~~May~~is ~~31,~~incorporated ~~2024. There~~by ~~were~~reference nointo ~~recorded~~this ~~broker~~Item ~~non-votes~~1.02.

~~Proposal~~In connection 1:with ~~The~~the completion of the Merger, ~~Proposal~~that certain Loan Agreement, dated as of July 30, 2021, as amended, by and between the Company and MUFG Union Bank, National Association, was terminated, and all existing debt for borrowed money thereunder was repaid in full and all commitments, liens and guarantees in respect thereof were terminated, in each case effective as of the Closing Date.

~~The~~Item ~~following~~2.01. ~~votes~~Completion ~~were cast~~of atAcquisition ~~the Special Meeting (in person~~ or byDisposition ~~proxy)~~of ~~with respect to the proposal to adopt the Merger Agreement (the “Merger Proposal”) and the Merger Proposal was approved:~~Assets.

	Votes For		Votes Against		Abstentions
	5,239,363		603		39,163

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

~~Proposal~~At 2:the ~~The~~effective ~~Compensation~~time ~~Proposal~~of the Merger (the “Effective Time”), each share of Company common stock, par value $0.001 per share (“Company Common Share”), issued and outstanding immediately prior to the Effective Time (other than Company Common Shares (i) owned by Company, Parent or MergerCo (as treasury shares or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries or (ii) for which appraisal rights were demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware) was cancelled and extinguished and automatically converted into the right to receive $10.22 in cash (the “Per Share Price”), without interest and subject to any applicable tax withholdings.

~~The~~At ~~following~~the ~~votes~~Effective ~~were~~Time, each ~~cast~~outstanding atoption ~~the~~to ~~Special~~purchase ~~Meeting~~Company Common Shares (in“Company ~~person~~Option”) orthat bywas ~~proxy)~~outstanding ~~with~~as ~~respect~~of immediately prior to the Effective ~~proposal~~Time towas ~~approve,~~cancelled onand aautomatically ~~non-binding~~converted ~~advisory~~into ~~basis,~~ the ~~compensation that~~right ~~may~~to bereceive ~~paid~~an oramount ~~become~~in ~~payable~~cash equal to the ~~Company’s~~product ~~named~~of ~~executive~~(A) ~~officers~~the ~~that~~aggregate number isof ~~based~~Company onCommon orShares ~~otherwise~~subject ~~relates~~ to ~~the~~such ~~Merger Agreement~~Company ~~and~~Option multiplied by (B) the ~~transactions~~excess, ~~contemplated~~if byany, of the ~~Merger~~Per ~~Agreement~~Share (Price over the ~~“Compensation~~per share ~~Proposal”)~~exercise ~~and~~price ~~the~~applicable ~~Compensation~~to ~~Proposal was~~such ~~approved:~~Company Option, subject to applicable taxes or tax withholdings.

	Votes For		Votes Against		Abstentions
	4,781,893		380,740		116,496

At the Effective Time, each restricted stock unit relating to Company Common Shares (“Company RSU”) that was outstanding as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of Company Common Shares subject to such Company RSU, multiplied by (B) the Per Share Price, subject to applicable taxes or tax withholdings.

~~Proposal~~The 3:foregoing ~~The~~description of ~~Adjournment~~the ~~Proposal~~effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2024, and is incorporated herein by reference.

In light of the approval of the Merger Proposal, Proposal 3 described in the Company’s definitive proxy statement (relating to adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.1

No ~~other~~Item ~~business~~3.01 ~~properly came~~Notice ~~before~~of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Cautionary~~The information set forth ~~Statement~~in ~~Regarding~~the ~~Forward~~Introductory Note and under Item 2.01 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated by reference into this Item 3.01.

~~This communication~~In ~~may~~connection ~~contain~~with ~~forward-looking~~the ~~statements, which include all statements that do not relate solely to historical or current~~consummation ~~facts,~~of ~~such as statements regarding~~ the ~~pending~~Merger, ~~acquisition of~~ the Company. Innotified ~~some~~the ~~cases,~~NYSE ~~you~~American ~~can~~LLC ~~identify forward-looking statements by~~ (the ~~following words:~~ “~~believe,”~~NYSE ~~“anticipate,~~American”) ~~“expect,”~~that ~~“plan,”~~trading ~~“intend,” “estimate,” “target” or the negative~~ of ~~these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on~~ the Company’s ~~beliefs,~~Common asShares should ~~well~~be assuspended ~~assumptions made by,~~ and ~~information currently available to,~~ the Company. ~~Because~~Common ~~such~~Shares ~~statements~~should ~~are~~be ~~based~~removed ~~on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially~~ from ~~those~~listing. ~~projected~~Trading ~~and are subject to a number~~ of ~~known~~the ~~and~~Company ~~unknown~~Common ~~risks~~Shares ~~and~~on ~~uncertainties, including, but not limited to: (i)~~ the ~~risk~~NYSE ~~that the Merger may not be completed; (ii)~~American ~~the~~was ~~failure~~suspended toprior ~~satisfy any of the conditions~~ to the ~~consummation~~open of the ~~Merger;~~market ~~(iii)~~on ~~the~~July ~~occurrence of any event~~5, ~~change~~2024. orThe ~~other~~Company ~~circumstance or~~also ~~condition~~requested that ~~could give rise to~~ the ~~termination~~NYSE ofAmerican ~~the~~file ~~merger~~with ~~agreement which govern~~ the ~~terms~~SEC ~~of the Merger, including in circumstances~~an ~~requiring~~application ~~the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the Merger~~ on ~~the~~Form ~~Company’s business~~25 ~~relationships,~~to ~~operating~~delist ~~results~~ and ~~business~~deregister ~~generally; (v) risks that~~ the ~~Merger disrupts the~~ Company’s ~~current~~Common ~~plans and~~Shares ~~operations;~~under ~~(vi)~~Section ~~the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business;~~ 12(~~vii~~b) ~~risks related to diverting management’s or employees’ attention during the pendency~~ of the ~~Merger~~Securities ~~from~~Exchange ~~the~~Act ~~Company’s ongoing business operations; (viii) the amount~~ of ~~costs~~1934, ~~fees, charges or~~ ~~expenses resulting from the Merger; (ix) potential litigation relating to the Merger; (x) uncertainty~~ as toamended ~~the Merger and the ability of each party to consummate the Merger;~~ (~~xi) risks that~~ the benefits of the Merger are not realized when or as expected; (xii) the risk that the price of the Company’s common stock may fluctuate during the pendency of the Merger and may decline significantly if the Merger is not completed; and (xiii) other risks described in the Company’s filings with the U.S. Securities and “Exchange ~~Commission (the “SEC~~Act”),. ~~such~~Following as the ~~risks~~effectiveness ~~and uncertainties described under the headings “Note Regarding Forward-Looking Statements,” “Risk Factors,” “Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations” and other sections of~~ the ~~Company’s Annual Report on~~ Form ~~10-K~~25, the Company’s ~~Quarterly~~intends ~~Reports~~to onfile ~~Form 10-Q, and in the Company’s other filings~~ with the SEC. ~~While~~a ~~the list of risks and uncertainties presented here is, and the discussion of risks~~Form ~~and~~15 ~~uncertainties~~requesting ~~presented in the proxy statement on Schedule 14A~~ that the ~~Company~~reporting ~~filed~~obligations ~~with the SEC relating to its special meeting~~ of stockholders are, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the ~~realization~~Company ofunder ~~forward-looking~~Sections ~~statements. Consequences~~13 of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and~~/or~~ ~~similar~~15(d) ~~risks, any~~ of ~~which~~ ~~could have a material adverse effect on~~ the ~~completion~~Exchange ofAct ~~the~~be ~~Merger and/or the Company’s consolidated financial condition~~suspended. The forward-looking statements speak only as of the date they are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 93.~~01 Financial~~03 ~~Statements~~Material ~~and~~Modification ~~Exhibits~~to Rights of Security Holders.

Exhibit No.		Exhibit Description
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

The information set forth in the Introductory Note and under Item 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~SIGNATURES~~In connection with the completion of the Merger, at the Effective Time, each Company Common Share issued and outstanding immediately prior to the Effective Time (except as otherwise described in Item 2.01) was cancelled and automatically converted into the right to receive the Per Share Price pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Company Common Shares ceased to have any rights as stockholders of the Company, except as otherwise provided in the Merger Agreement or by applicable law.

~~Pursuant to~~ ~~the~~Item ~~requirements~~5.01 ofChanges ~~the~~in ~~Securities~~Control ~~Exchange Act~~ of ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Registrant.

	DECISIONPOINT SYSTEMS, INC.
Date: July 2, 2024	By:	/s/ Melinda Wohl
	Name: Title:	Melinda WohlChief Financial Officer

The information set forth in the Introductory Note and under Item 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.

In connection with the completion of the Merger, at the Effective Time, each of the Company’s directors immediately prior to the Effective Time (Stanley P. Jaworski, Steve Smith, William Cooke, Richard Bravman, Michael N. Taglich and John Guttilla) resigned as directors of the Company. These resignations were in connection with the closing of the Merger and not due to any disagreement with the Company on any matter. At the Effective Time, Robert Newbold, Micheal Stewart and Steve Smith were appointed as directors of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.03.

At the Effective Time: (a) the certificate of incorporation of the Company was amended and restated in the form attached to this Current Report on Form 8-K as Exhibit 3.1 and (b) the bylaws of MergerCo as in effect immediately prior to the Effective Time became the bylaws of the Company, except that references to MergerCo’s name were replaced with references to the Company’s name, in the form attached to this Current Report on Form 8-K as Exhibit 3.2.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
2.1*		Agreement and Plan of Merger, dated as of April 30, 2024, by and among DecisionPoint Systems, Inc., Barcoding Derby Buyer, Inc., and Derby Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2024).
3.1		Second Amended and Restated Certificate of Incorporation of the Company
3.2		Second Amended and Restated Bylaws of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request.

SIGNATURE

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 thereunto duly authorized.

	DecisionPoint Systems, Inc.

Date: July 5, 2024	By:	/s/ Melinda Wohl
	Name:	Melinda Wohl
	Title:	Chief Financial Officer

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