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) July 28, 2021

________________________

Autoscope Technologies Corporation

(Exact name of registrant as specified in its charter) 

Minnesota	0-26056	86-3685595
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Spruce Tree Centre, Suite 400, 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	AATC	The Nasdaq Capital Market
Preferred Stock Purchase Rights	AATC	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. ("ISNS"), which is a wholly-owned subsidiary of Autoscope Technologies Corporation and Spruce Tree Centre L.L.P. ("Spruce Tree") entered into Amendment XV to Office Lease Agreement (the "Amendment") dated as of July 28, 2021, which amended the original Office Lease Agreement dated as of November 24, 1998 by and between ISNS 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 July 28, 2021.  The Lease term was to expire on July 31, 2021.  The Amendment, which is effective as of August 1, 2021, extends the term of the Lease through March 31, 2022.  In addition, the Amendment increases the monthly rent from $16,660 to $16,960 for the period from August 1, 2021 through March 31, 2022.  

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 9.01  Financial 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 XV to Office Lease Agreement by and between Spruce Tree Centre L.L.P. and Image Sensing Systems, Inc., dated as of July 28, 2021.

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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: July 30, 2021	Autoscope Technologies Corporation
	By:	/s/ Frank G. Hallowell
		Frank G. Hallowell
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment XV to Office Lease Agreement by and between Spruce Tree Centre L.L.P. and Image Sensing Systems, Inc., dated as of July 28, 2021.

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EX-10.1

Exhibit 10.1     

AMENDMENT XV

TO OFFICE LEASE AGREEMENT BY AND BETWEEN

Spruce Tree Centre L.L.P.

and

Image Sensing Systems, Inc.

This Lease Amendment XV made and entered into this 28thday of July, 2021 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, 2001, 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 26, 2007, Lease Amendment VIII dated April 2008, Lease Amendment IX dated October 7, 2008, Amendment X dated May 12, 2009,Amendment XIdated November 2009,Amendment XII dated March 10, 2011, and Lease Amendment XIII, dated February 18, 2014and Lease Amendment XIV datedJune 17, 2020, 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 that the term of the Lease shall run from August 1, 2021until March 31, 2022.

2. The Base Rental Rate as outlined in Paragraph 3a of theLease is amended as follows:

DatesMonthly RentAnnual Rent

08/01/21 - 03/31/22$16,959.63$203,515.50 (If 12 months)

$135,677.04 (8-monthlease term)

3. Exhibit E of the Lease is amended to provide that the Base Rental Rateshall include30(Thirty)parking spaces and validated visitor parkingof up to 50 hours per monthin the attachedBuilding parking ramp. Additional employee parking spacesare available at a rate of $65 per month plus sales tax.

4. Exhibit E of the Lease shall 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 8-month term of this Lease Amendment XV, Lessor agrees to terminate this Lease Amendment XV if Tenant signs a lease extension of five (5) years or morewith a starting date that occurs during the term of this Lease Extension XV.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 alease extension as outlined in this paragraph.

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7.Paragraph (9) of the Leaseis 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, Inc. and Spruce Tree Centre LLP each agree to be responsible for payment of their respective broker fees for this eight (8)month lease extension. 

9.Image Sensing Systems, Inc. and Spruce Tree Centre LLP each agree that Spruce Tree Centre LLP shall have a one (1) time option to lease 2,303 rental square feet as shown on the attached space plan to a prospectivetenant during the term of this Lease Amendment XV.In the event Spruce Tree Centre leases 2,303 rentable square feet to a prospective tenant;the monthly base rent for the remaining 13,659 rentable square feet shall be $14,512.69 per month beginningon the first of the month the 2,303 rentable square feet is vacated for construction for the prospective tenant.

10.To the extent not 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 G. Hallowell
ITS:	Authorized Agent	ITS:	Chief Financial Officer

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Exhibit A

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Exhibit B

Signage

            

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XML

Document and Entity Information	Jul. 28, 2021
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 28, 2021
Entity File Number	0-26056
Entity Registrant Name	AUTOSCOPE TECHNOLOGIES CORP
Entity Central Index Key	0000943034
Entity Tax Identification Number	86-3685595
Entity Incorporation, State or Country Code	MN
Entity Address, Address Line One	Spruce Tree Centre, Suite 400
Entity Address, Address Line Two	1600 University Avenue West
Entity Address, City or Town	St. Paul
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55104
City Area Code	(651)
Local Phone Number	603-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	AATC
Security Exchange Name	NASDAQ
Rights [Member]
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Trading Symbol	AATC
Security Exchange Name	NASDAQ