Rekor Systems, Inc 8-K, filed Jul 16, 2020
Rekor Systems, Inc. (REKR)
8-K
2020-07-16
For: 2020-07-15
View Original
Added on
April 12, 2026
About this 8-K
Rekor Systems, Inc filed this 8-K on July 16, 2020, reporting on events of July 15, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- 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): July 15,
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:
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☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
3.02 Unregistered
Sales of Equity Securities.
Note Exchange Transaction Closing
On
July 15, 2020, Rekor Systems, Inc. (the “Company”)
completed the exchange provided for in connection with the Note
Exchange Transaction that was previously disclosed in the
Company’s Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 6, 2020 (the
“Exchange 8-K”). Approximately $15.1 million aggregate
principal amount of the 2019 Notes (as defined in the Exchange 8-K)
were exchanged for 4,349,497 shares of the Company’s common
stock pursuant to the previously disclosed Exchange Agreements
dated June 30, 2020. As a result of the exchange, the Company now
has approximately 27,292,043 shares of common stock issued and
outstanding.
The
foregoing description of the Exchange Agreements does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Exchange Agreement, a form of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference from
the Exchange 8-K.
Item
7.01 Regulation FD Disclosure.
On July 16, 2020, the Company issued a press release announcing the
delivery of shares in exchange for 2019 Notes pursuant to the Note
Exchange Transaction. A copy of this press release is attached
hereto as Exhibit 99.1 hereto and is incorporated by reference
herein.
The information presented in Item 7.01 of this Current Report on
Form 8-K and the accompanying press release shall not be deemed to
be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, unless the
Company specifically states that the information is to be
considered “filed” under the Exchange Act or
specifically incorporates it by reference into a filing under the
Securities Act or the Exchange Act.
Item
9.01. Financial
Statements and Exhibits
(d)
Exhibits.
The following exhibits are filed herewith:
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Exhibit Number
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Description
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Form of
Exchange Agreement (incorporated by reference to Exhibit 10.3 to
the Current Report on Form 8-K as filed with the Securities and
Exchange Commission on July 6, 2020).
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Press
Release issued on July 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:
July 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 Systems Completes Note Exchange
Major Debt Reduction Achieved
COLUMBIA, MD – July 16, 2020 - Rekor Systems, Inc.
(NASDAQ:REKR) ("Rekor") (“the Company”), a
Maryland-based company providing real-time roadway intelligence
through AI-driven decisions, announced today that on July 15, 2020
it completed the final step to consummate the Note Exchange
Agreement that was signed on June 30, 2020.
“We’ve
benefitted greatly from the support of our noteholders. They have
given us the resources to seize remarkable opportunities, overcome
significant challenges, and position the Company for a period of
outstanding performance,” said Robert Berman, CEO, Rekor.
“Completion of this transaction reflects the extraordinary
level of trust they have gained in our ability to grow rapidly
despite the many challenges we face. The entire team here at Rekor
is grateful for their continuing support.”
In March 2019, investors loaned Rekor $20,000,000 in exchange for
senior secured promissory notes and warrants. A portion of the
Notes was previously redeemed. In an agreement reached on June 30,
2020, noteholders agreed to a redemption of approximately 77% of
the remaining principal balance of the Notes as of June 30, 2020.
As contemplated by the Note Exchange Agreement, approximately $15.1
million in aggregate principal amount of the Notes, including
accreted interest, plus call premiums and other fees payable
pursuant to the terms of the Notes totaling $2.3 million, were
redeemed in exchange for 4,349,497 shares of common stock at a rate
of $4 per share.
Following completion of the transaction,
only $4.5 million aggregate principal
amount of the Notes remain outstanding, while shares of common
stock outstanding increased to approximately 27.3 million shares.
Concurrently with the execution of the Note Exchange
Agreement, the
remaining noteholders also agreed to extend the maturity of the
$4.5 million remaining balance of the Notes until December 31, 2021
and to waive certain financial covenants. Detailed
information concerning this transaction is contained in the
Company’s Current Report on Form 8-K, as filed with the
Securities and Exchange Commission (the “SEC”) on July
6th,
2020.
“The note exchange is major milestone for the Company as it
immediately improves our cash flow and increases our financial
flexibility.” said Eyal Hen, CFO,
Rekor. “The transaction has
transformed our balance sheet, increased shareholder’s equity
and will result in a dramatic reduction in interest
expense.”
To
learn more about Rekor, please visit www.rekor.ai.
About Rekor Systems, Inc.
Rekor
(Nasdaq: REKR) is a Maryland-based company providing real-time
roadway intelligence through AI-driven decisions. Rekor bridges
commercial and government sectors with actionable, real-time
vehicle recognition data to enable faster, better informed
decisions with greater outcomes. Rekor is transforming industries
like Public Safety, Customer Experience, and Smart Cities in more
than 70 countries across the globe with smarter, quicker,
cost-competitive vehicle recognition solutions for security,
revenue discovery and recovery, public safety, electronic toll
collection, brand loyalty, parking operations, logistics, and
traffic management. We use the power of artificial intelligence to
analyze video streams and transform them into AI-driven decisions.
Our machine learning software can turn most IP cameras into highly
accurate and affordable vehicle recognition devices used to help
protect lives, increase brand loyalty, and enhance operations and
logistics, without the need to install expensive new
infrastructure. We make what was once considered impossible,
possible. To learn more please visit our website:
http://www.rekor.ai
Forward-Looking Statements
This press release includes statements concerning Rekor Systems,
Inc. and its future expectations, plans and prospects that
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including
preliminary information regarding Rekor's gross revenues. Such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
For this purpose, any statements that are not statements of
historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as "may," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or "continue," by
the negative of these terms or by other similar expressions. You
are cautioned that such statements are subject to many risks and
uncertainties that could cause future circumstances, events, or
results to differ materially from those projected in the
forward-looking statements, including the risks that actual
circumstances, events or results may differ materially from those
projected in the forward-looking statements, particularly as a
result of various risks and other factors identified in our filings
with the SEC. Important factors that could have such a result
include a decline or weakness in general economic conditions, an
outbreak of hostilities, the ongoing pandemic and responses thereto
related to COVID-19, a decline or volatility in the securities
markets or regulatory changes or other adverse developments with
respect to the markets for the Company’s products and
services or an inability to obtain adequate financing. All
forward-looking statements contained in this press release speak
only as of the date on which they were made and are based on
management's assumptions and estimates as of such date. We do not
undertake any 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 Contacts:
Emily Burdeshaw
REQ For Rekor Systems
rekor@req.co
Investor Contacts:
Charles Degliomini
Rekor Systems, Inc.
ir@rekor.ai