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): September 28, 2022____________________

REKOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware	001-38338	81-5266334
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(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

6721 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:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br><br>on which registered
Common Stock, $0.0001 par value per share	REKR	The Nasdaq Stock Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 28, 2022, Rekor Systems, Inc. (the “Company”) publicly announced that Rodney Hillman will resign, effective September 30, 2022, from his position as Chief Operating Officer of the Company to pursue other interests. Mr. Hillman’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company also announced that David Desharnais has been appointed to the position of President and Chief Operating Officer of the Company, effective September 30, 2022. Mr. Desharnais, 50, currently serves as President of the Company, and has over two decades of experience leading growth strategies for technology driven businesses from start-ups to multinational corporations and across multiple industries. Mr. Desharnais will continue to report to the Company’s Chief Executive Officer, Robert A. Berman.

Prior to joining the Company in January 2022, Mr. Desharnais served as Executive Vice President, Chief Digital Product Officer and as a member of the board of directors for IDEMIA, where he was responsible for global strategy and teams across product management, engineering and application development, customer delivery and integration, cybersecurity, data and analytics, strategic alliances and digital labs. Prior to IDEMIA, Mr. Desharnais was an executive at Amazon, where he served as the General Manager of Worldwide Industries for Amazon Web Services (AWS). Prior to Amazon, Mr. Desharnais was an executive at American Express, where he served as Senior Vice President and General Manager for Digital and Commercial Platforms and Global Commercial Payments. Mr. Desharnais graduated summa cum laude with a Bachelor of Science in electrical engineering technology from University of Calgary, and received a Master of Business Administration in strategy, finance, and marketing from the University of Washington, Michael G. Foster School of Business.

In connection with his appointment as President and Chief Operating Officer of the Company, no amendment has been made to the terms of Mr. Desharnais’ previously disclosed employment agreement.

There is no arrangement or understanding between Mr. Desharnais and any other person pursuant to which Mr. Desharnais has been selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Desharnais and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Desharnais is also not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The press release announcing Mr. Hillman’s resignation from the Company, and the appointment of Mr. Desharnais as President and Chief Operating Officer, is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release, dated September 28, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.

		REKOR SYSTEMS, INC.
Date: September 28, 2022		/s/ Robert A. Berman
	Name:	Robert A. Berman
	Title:	Chief Executive Officer
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rekr_ex991.htm EXHIBIT 99.1

Rekor Appoints David Desharnais as President and Chief Operating Officer

COLUMBIA, MD / September 28, 2022 / Rekor Systems, Inc, (NASDAQ: REKR) (“Rekor” or the “Company”), a global AI technology company with a mission to provide data-driven insights that build safer, smarter, and more efficient cities around the world through intelligent infrastructure, today announced that effective September 30, 2022, Rodney Hillman, Chief Operating Officer, will be leaving Rekor to pursue other ventures. The Company’s current President, David Desharnais, will succeed Hillman in an expanded role as President and Chief Operating Officer.

“I wish to express my deep appreciation to Rod for his many years of service to our company,” said Robert A. Berman CEO and Chair, Rekor. “His contributions to the operations functions of Rekor have been instrumental to many of our company’s successes and we have benefitted greatly from his extensive knowledge of the industry and steadfast leadership. We wish him the very best as he continues his journey.”

Berman continued, “In his key role as Rekor President, David has consistently demonstrated his superior business acumen and in-depth understanding of all facets of our company’s operations. Given his proven leadership skills and bold vision, I have every confidence he will do an outstanding job in this new dual role.”

“I am grateful for the confidence and support of Robert Berman, our Board of Directors, and the entire executive team as I take on this expanded role,” said David Desharnais. “Rod Hillman has been an exceptional partner to me through this transition period and am looking forward to working closely with such a strong and capable global team of operations, production, delivery, and customer service professionals as we accelerate our path forward.”

Desharnais joined the Company in January of 2022, having previously held a number of management positions, including Chief Digital Product Officer, and Board Director for IDEMIA where he was responsible for global strategy and teams across product management, engineering and application development, customer delivery and integration, cybersecurity, data and analytics, strategic alliances, and digital labs. Prior to IDEMIA, he was an executive at Amazon where he served as the General Manager of Worldwide Industries for Amazon Web Services (AWS) for more than 200 services across 28 major industries including automotive, financial services, healthcare, and life sciences, media and advertising, energy, retail and CPG, and more where he helped define and deliver new categories of cloud infrastructure and application-specific solutions (compute, storage, networking, machine learning, IoT, and end-user computing) tuned for high growth industries.

About Rekor Systems, Inc.

Rekor Systems, Inc. (NASDAQ: REKR) is a trusted global authority on intelligent infrastructure providing innovative solutions that drive the world to be safer, smarter, and more efficient. As a provider of comprehensive, continuous, and real-time roadway intelligence, Rekor leverages AI, machine learning, and holistic data to support the intelligent infrastructure that is essential for smart mobility. With its disruptive technology, the Company delivers integrated solutions, actionable insights, and predictions that increase roadway safety.

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Forward-Looking Statements

This press release and its links and attachments contain 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 statements regarding the impact of Rekor’s core suite of AI-powered technology and the size and shape of the global market for ALPR systems. 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 Securities and Exchange Commission. 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 & Investor Relations Contact:

Rekor Systems, Inc.

Charles Degliomini

ir@rekorsystems.com

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