Rekor Systems, Inc 8-K, filed Aug 28, 2020
Rekor Systems, Inc. (REKR)
8-K
2020-08-28
For: 2020-08-28
View Original
Added on
April 12, 2026
About this 8-K
Rekor Systems, Inc filed this 8-K on August 28, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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): August 28,
2020
REKOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38338
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81-5266334
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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7172 Columbia Gateway Drive, Suite 400, Columbia, MD
21046
(Address of
Principal Executive Offices)
Registrant's
Telephone Number, Including Area Code: (410)
762-0800
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:
☐ 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:
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Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Common Stock,
$0.0001 par value per share
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REKR
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The Nasdaq
Stock Market
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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 (§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
1.01.
Entry
Into a Material Definitive Agreement.
On
August 28, 2020, Rekor Systems, Inc. (the “Company”)
filed Amendment No. 1 (the “Amendment”) to the
Prospectus Supplement dated August 14, 2019
(the
“Prospectus Supplement”) for its previously disclosed
At Market Issuance Sales Agreement (the “Sales
Agreement”) with B. Riley Securities, Inc. (formerly
known as B. Riley FBR, Inc.) (“B. Riley FBR” or
the “Agent”) to increase the size of the market equity
program under which the Company from time to time may offer and
sell shares of its common stock, par value $0.0001 per share, from
an aggregate offering price of up to $15,000,000 in the Prospectus
Supplement to an amended maximum aggregate offering price of up to
$40,000,000 (which amount includes $7,882,000 in aggregate gross
proceeds from the prior sale of common stock under the Sales
Agreement) in the Amendment (the “Shares”) through or
to B. Riley FBR.
Subject
to the terms and conditions of the Sales Agreement, B. Riley FBR
will use its commercially reasonable efforts to sell the Shares
from time to time, based upon the Company’s instructions. The
Company has provided the Agent with customary indemnification
rights, and the Agent will be entitled to a commission equal to
3.0% of the gross proceeds from each sale of the
Shares.
Sales
of the Shares, if any, under the Sales Agreement may be made in
transactions that are deemed to be “at the market
offerings” as defined in Rule 415 under the Securities Act of
1933, as amended (the “Securities Act”). The Company
has no obligation to sell any of the Shares and may at any time
suspend offers under the Sales Agreement or terminate the Sales
Agreement.
This
description of the Sales Agreement does not purport to be complete
and is qualified in its entirety by reference to the Sales
Agreement, which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
The
Shares to be sold under the Sales Agreement, if any, will be issued
and sold pursuant to the Company’s shelf registration
statement
on Form
S-3 (File No 333-224423), previously filed with the Securities and
Exchange Commission (“SEC”) on April 24, 2018 and
declared effective by the SEC on April 30, 2018. The Amendment
related to the increase in the size of the Company’s at the
market equity program has been filed with the SEC on August 28,
2020. The Prospectus Supplement was filed with the SEC on August
15, 2019. This Current Report on Form 8-K shall not constitute an
offer to sell or a solicitation of an offer to buy the Shares nor
shall there be any sale of the Shares in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.
The
legal opinion of Crowell & Moring LLP relating to the legality
of the issuance and sale of the Shares is attached as Exhibit 5.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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Legal
Opinion of Crowell & Moring LLP
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At
Market Issuance Sales Agreement, dated August 14, 2019, between
Rekor Systems, Inc. and B. Riley Securities, Inc. (formerly
known as B. Riley FBR, Inc.) (“B. Riley FBR” or
the “Agent”) (Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K as filed with the
SEC on August 15, 2019).
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Consent
of Crowell & Moring LLP (included in Exhibit 5.1)
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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 hereunto duly authorized.
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REKOR
SYSTEMS, INC.
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Date: August 28,
2020
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/s/ Robert A.
Berman
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Name: Robert A. Berman
Title: President and Chief
Executive Officer
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| Exhibit 5.1 |
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1001
Pennsylvania Ave. NW, Washington, DC 20004 g p.202.624.2500 g
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August
28, 2020
Rekor
Systems, Inc.
7172 Columbia Gateway Drive
Suite 400
Columbia, MD 21046
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Re:
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Registration Statement on Form S-3
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Ladies
and Gentlemen:
We have acted as counsel to Rekor Systems, Inc., a
Delaware corporation (the “Company”),
in connection with the issue and sale by the Company through B.
Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.) (the
“Agent”)
of up to $40,000,000 of shares of the Company’s common stock,
par value $0.0001 per share (the “Shares”)
from time to time and at various prices in an
“at-the-market” offering pursuant to the terms of an At
the Market Issuance Sales Agreement (the “Sales
Agreement”) dated August
13, 2019, by and between the Company and the Agent. The Securities
are being offered and sold under a Registration Statement on Form
S-3 (File No. 333-224423, as amended or supplemented, and
together with all annexes and exhibits thereto, the
“Registration
Statement”), filed with
the Securities and Exchange Commission (the
“Commission”)
under the Securities Act of 1933, as amended (the
“Act”)
on April 24, 2018, and declared effective on April 30, 2018, the
related prospectus dated April 30, 2018 (the
“Base
Prospectus”), the
prospectus supplement relating to the Shares filed with the
Commission on August 14, 2019 pursuant to Rule 424(b) of the Rules
and Regulations of the Act (the “Prospectus
Supplement”), and
Amendment No. 1 to the Prospectus Supplement filed with the
Commission on August 28, 2020 (“Amendment
No. 1”). The Base
Prospectus, the Prospectus Supplement and Amendment No. 1 are
collectively referred to herein as the “Prospectus.”
All of the Shares are to be sold by the Company as described in the
Registration Statement and Prospectus.
This
opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities
Act.
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Crowell & Moring LLP g www.crowell.com g Washington,
DC g New
York g San
Francisco g Los
Angeles g Orange
County g Anchorage g London g Brussels
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Rekor
Systems, Inc.
August
28, 2020
Page
2
As
your counsel, in connection with this opinion, we have examined and
relied upon the originals, or copies certified to our satisfaction,
of such records, documents, certificates, opinions, memoranda and
other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below, including
(i) the Registration Statement, (ii) the Prospectus,
(iii) the organizational documents of the Company, including
the Company’s Amended and Restated Certificate of
Incorporation, as amended and as currently in effect, the
Company’s Certificate of Designations of the Series A
Cumulative Convertible Redeemable Preferred Stock, the Certificate
of Designations of the Series B Cumulative Convertible Preferred
Stock, and the Company’s Amended and Restated Bylaws, as
amended and currently in effect, (iv) minutes and records of
the corporate proceedings of the Company with respect to the
authorization of the sale and issuance of the Shares and
(v) the Sales Agreement. With your consent, we have relied
upon certificates and other assurances of officers of the Company
and others as to factual matters without having independently
verified such factual matters. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies
thereof and the due authorization, execution and delivery of all
documents where due authorization, execution and delivery are a
prerequisite to the effectiveness thereof.
On
the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized and, when sold and issued in accordance
with the Sales Agreement and the Prospectus, will have been validly
issued, and the Shares will be fully paid and
nonassessable.
The
foregoing opinion is limited to the General Corporation Law of the
State of Delaware and the federal laws of the United States of
America.
This
opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We
hereby consent to the filing of this opinion as an exhibit to the
Current Report on Form 8-K dated as of the date hereof filed by the
Company and incorporated by reference into the Registration
Statement. In addition, we consent to the reference to us under the
caption “Legal Matters” in the Prospectus constituting
a part of the Registration Statement. In giving such consent we do
not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or
the rules and regulations promulgated thereunder.
Very
truly yours,
/s/
Crowell & Moring LLP
CROWELL
& MORING LLP