8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) June 19, 2020

________________________

Image Sensing Systems, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-26056	41-1519168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Spruce Tree Centre, 1600 University Avenue West, St. Paul, Minnesota	55104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (651) 603-7700

(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 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)

[ ] 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, $0.01 par value	ISNS	The Nasdaq Capital Market
Preferred Stock Purchase Rights	ISNS	The Nasdaq Capital Market

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) Image Sensing Systems, Inc. (the "Company") and Spruce Tree Centre L.L.P. ("Spruce Tree") entered into Amendment XIV to Office Lease Agreement (the "Amendment")dated as of June 17, 2020, which amended the original Office Lease Agreement dated as of November 24, 1998 by and between the Company and Spruce Tree (the "Original Lease"), as such Original Lease was subsequently amended (as so amended, the "Lease").  The Amendment was signed by Spruce Tree on June 19, 2020.  The Lease term expires on July 31, 2020, and the Amendment, which is effective as of August 1, 2020, extends the term of the Lease through July 31, 2021.  In addition, the Amendment reduces the space leased by the Company to approximately 15,962 square feet from approximately 26,775 square feet and reduces the annual rent to $199,925 from $240,975 for the period from August 1, 2019 through July 31, 2020.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01Financial Statements and Exhibits.

(d)Exhibits. The following exhibit is being filed with and incorporated into this Current Report on Form 8-K:

10.1  Amendment XIV, to Office Lease Agreement by and between Spruce Tree Centre L.L.P. and Image Sensing Systems, Inc., dated as of June 17, 2020.

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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.

Dated: June 23, 2020	Image Sensing Systems, Inc.
	By:	/s/ Frank G. Hallowell
		Frank G. Hallowell
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment XIV, to Office Lease Agreement by and between Spruce Tree Centre L.L.P. and Image Sensing Systems,Inc., dated as of June 17, 2020.

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EX-10.1

Exhibit 10.1

AMENDMENT XIV

TO OFFICE LEASE AGREEMENT BY AND BETWEEN

Spruce Tree Centre L.L.P.

and

Image Sensing Systems

This Lease Amendment XIV made and entered into this 17th day of June, 2020 by and between Spruce Tree Centre L.L.P. (Lessor), and Image Sensing Systems, Inc. (Tenant), hereby amends the Office Lease Agreement (Lease) dated November 24, 1998, Lease Amendment I dated October 9, 2021, Lease Amendment II dated May 24, 2002, Lease Amendment III dated April 22, 2004, Lease Amendment IV dated August 19, 2005, Lease Amendment V dated February 1, 2006, Lease Amendment VI dated July 21, 2006, Lease Amendment VII dated April, 2007, Lease Amendment VIII dated April, 2008, Lease Amendment IX dated October 7, 2008, Amendment X dated May 12, 2009, Amendment XI dated November, 2009, Amendment XII dated March 10, 2011, and Lease Amendment XIII, dated Feb. 18, 2014, between Lessor and Tenant for Premises at Spruce Tree Centre, 1600 University Avenue, St. Paul, Minnesota as follows:

Now therefore, it is agreed that:

1.	Paragraph (1) of the Lease is amended to provide for a contraction of the Leased Premises beginning August 1, 2020. The new Leased Premises shall be the full 4th floor, consisting of approximately 15,962 rentable square feet floor of the Building as indicated on the attached Exhibit A. In addition to the Leased Premises described above, Tenant shall have exclusive use and access to an exterior roof top deck on the west side of fourth floor described as follows: a 30 ft. by 25 ft. "patio" on the roof above 3rd floor as shown on the attached space plan.
2.	Paragraph (1) of the Lease is amended to provide that the term of the Lease shall run from August 1, 2020 until July 31, 2021.
3.	The Base Rental Rate as outlined in Paragraph 3a of the Lease is amended as follows:

Dates	Monthly Rent	Annual Rent
08/01/20 - 07/31/21	$16,627.00	$199,525.00

4.	Exhibit E of the Lease is amended to provide that the Base Rental Rate shall include 30 (Thirty) parking spaces and validated visitor parking of up to 50 hours per month in the attached Building parking ramp. Additional employee parking spaces are available at a rate of $50 per month plus sales tax.
5.	Exhibit E of the Lease is amended to provide that the Base Rental Rate shall continue to include the Tenant's right to maintain signage with its name and/or logo on the Building's south face. See Exhibit B for a photograph of the existing signage.
6.	At any time during the 12-month term of this Lease Amendment XIV, Lessor agrees to terminate this Lease Amendment XIV if Tenant Signs extension of five (5) years or more with a starting date that occurs during the term of this Lease Extension XIV.  Lessor further agrees to provide a fit planning allowance of $0.15 per rentable square foot / $2,400 (Two Thousand Four Hundred Dollars) for architectural design fees, renderings, Tenant Plans or construction drawings in connection with a lease extension as outlined in this paragraph.

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7.	Paragraph (9) of the Lease is amended to provide that the Tenant shall have the right, without rental or other charge, to use a portion of the roof and/or parking ramp for Tenant's R&D equipment.  In addition, Tenant shall have the right, at no charge, to install such equipment, conduits, fiber optic and other cables and material in the shafts, ducts, conduits, chases, utility closets and other facilities of the Building.  In the event Tenant does not extend its Lease, Tenant agrees to remove such aforementioned equipment that is installed on the roof, in the parking ramp and all wiring, conduits, fiber optic and other cables and material in the shafts, ducts, conduits, chases, utility closets, stair towers, common areas
8.	Image Sensing Systems and Spruce Tree Centre LLP each agree to be responsible for payment of their respective broker fees for this one (1) year lease extension.
9.	To the extent no specifically amended or modified herein, all terms and conditions of the original lease, addenda and amendments shall remain in full force and effect.  However, for any clause in any manner modified, amended or contradicted, this Lease Amendment shall take precedence over the original documents.

SPRUCE TREE CENTRE LLP		IMAGE SENSING SYSTEMS INC
BY:	/s/ Michael A. Koch	BY:	/s/ Frank Hallowell
ITS:	Authorized Agent	ITS:	Chief Financial Officer

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Exhibit A

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Exhibit B

Signage