Rekor Systems, Inc 8-K, filed Mar 16, 2020
Rekor Systems, Inc. (REKR)
8-K
2020-03-16
For: 2020-03-16
View Original
Added on
April 12, 2026
About this 8-K
Rekor Systems, Inc filed this 8-K on March 16, 2020.
Items reported
- Item 8.01: Other events
- 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): March 16,
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
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(Address
of Principal Executive Offices)
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Registrant's
Telephone Number, Including Area Code: (410)
762-0800
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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
8.01
Other Events.
On March 16, 2020, Rekor Systems, Inc. (the “Company”)
issued a press release announcing receipt of an offer to purchase
the Company’s wholly owned subsidiary, AOC Key Solutions. A
copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Forward-Looking Statements
The Press Release attached to this Current Report on
Form 8-K contains forward-looking statements within the
meaning of U.S. federal securities laws. Such forward-looking
statements include, but are not limited to, statements regarding
the expectations, hopes, beliefs, intentions, plans, prospects or
strategies regarding the offer to purchase AOC Key Solutions (the
“Offer to Purchase”). Any statements contained herein
that are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer
to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,”
“estimate,” “expect,”
“intends,” “may,” “might,”
“plan,” “possible,”
“potential,” “predict,”
“project,” “should,” “would”
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. The forward-looking statements contained in
the Press Release are based on certain assumptions and analyses
made by the management of the Company in light of their respective
experience and perception of historical trends, current conditions
and expected future developments and their potential effects on the
Company as well as other factors they believe are appropriate in
the circumstances. There can be no assurance that future
developments affecting the Company will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond the control of the parties) or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements, including those related to the Offer to
Purchase which would result in the divestiture of AOC Key
Solutions. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions being made prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities
laws.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Press
Release dated March 16, 2020.
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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:
March 16, 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 99.1
Rekor Receives Acquisition Offer for Subsidiary AOC Key
Solutions
Rekor Board of Directors to consider offer as the
Company
continues focus on divesting all non-core assets
COLUMBIA, MD / ACCESSWIRE / March 16, 2020 / Rekor Systems,
Inc. (NASDAQ:REKR) ("Rekor") ("Company"), a Nasdaq company
focused on bringing smarter, faster, cost-competitive solutions to
the worlds of smart cities, public safety and customer experience,
acknowledged today it has received an offer of $4M to purchase its
subsidiary AOC Key
Solutions. The offer has been made by current AOC Key
Solutions management. The Company is also currently in negotiations
to sell another subsidiary, Team Global.
Team Global is a Texas-based avionics engineering staffing company.
The Company cannot assure that these transactions will be closed in
a timely fashion or at all. Both subsidiaries are no longer core to
the strategic direction adopted by the Company's Board of Directors
and announced last year.
During
2019, the Company acquired substantially all of the assets of
OpenALPR Technologies, Inc. and increased its focus on its
Technology Segment, concentrating on the development of products
and services using proprietary systems designed using artificial
intelligence techniques, such as machine learning and deep learning
data analysis, to address complex issues in the areas of public
safety, customer experience and smart cities. Rekor's current suite
of solutions includes its industry leading vehicle recognition
software in use today in more than 70 countries by hundreds of
customers - including some of the world's largest companies and
governments. In addition to these products and services, the
Company is currently developing further product and service
expansions in the public safety, transportation, customer service
and residential markets worldwide.
"AOC
Key Solutions was the anchor for a completely different business
model," said Robert A. Berman, President and CEO, Rekor. "Given our
current strategic direction, we believe that divestiture of
non-core assets is a logical step in maximizing shareholder value.
We are continuing our transformation into a 100% technology and
software-based business. As such, the Board of Directors will
evaluate both the price and the timing of the proposed
transaction."
AOC Key
Solutions is a consulting firm founded in 1983 specializing in
proposal management and writing, capture management, and market
assessment services for government contractors. The company has
helped clients to win more than $175B in government contracts using
its KSI© Advantage process.
About Rekor Systems, Inc.
Rekor
Systems, Inc. is a publicly traded company listed on Nasdaq (REKR)
with headquarters in Columbia, Maryland. Rekor is focused on
bringing smarter, faster, cost-competitive solutions to the worlds
of smart cities, public safety and customer experience. With a
strong presence in over seventy countries across the world, we use
the powerof artificial intelligence to provide actionable, vital
information for our clients. Whether it's using machine learning
software to give those who protect us better tools to keep us safe,
or through solutions tailored to improving the everyday lives of
everyday people, Rekor has the tech, and the expertise, for the
job. At Rekor, we strive to make the impossible … possible.
To learn more please visit our website:
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
that involve substantial risks and uncertainties. Other than
statements of historical facts, all statements contained in this
press release are forward-looking statements, including
particularly statements regarding our future results of operations
and financial position, business strategy, prospective products and
services, timing and likelihood of success, plans and objectives of
management for future operations, and future results of current and
anticipated products and services. These statements involve
uncertainties, such as known and unknown risks, and are dependent
on other important factors that may cause our actual results,
performance or achievements to be materially different from the
future results, performance or achievements we express or imply. In
some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "expect," "plan," "anticipate,"
"could," "intend," "target," "project," "contemplates," "believes,"
"estimates," "predicts," "potential" or "continue" or the negative
of these terms or other similar expressions. All forward-looking
statements contained in this press release speak only as of the
date on which they were made, are based on management's assumptions
and estimates as of such date and are subject to a number of risks,
uncertainties and assumptions, including those described under the
sections in our Annual and Quarterly Reports filed with the
Securities and Exchange Commission. Because forward-looking
statements are inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified and some of which are
beyond our control, you should not rely on these forward-looking
statements as predictions of future events. We undertake no
obligation to publicly update any forward-looking statements,
whether as a result of the receipt of new information, the
occurrence of future events, or otherwise.
Media Contact:
Matthew Bretzius
FischTank Marketing and PR
matt@fischtankpr.com
Investor Contact:
Charles Degliomini
Rekor Systems, Inc.
ir@rekorsystems.com