Rekor Systems, Inc 8-K, filed Jul 24, 2020
Rekor Systems, Inc. (REKR)
8-K
2020-07-24
For: 2020-07-23
View Original
Added on
April 12, 2026
About this 8-K
Rekor Systems, Inc filed this 8-K on July 24, 2020, reporting on events of July 23, 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 23,
2020
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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
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 23, 2020, James K. McCarthy, Chairman of the Board of
Directors of Rekor Systems, Inc. (the “Company”)
notified the Company’s Board of Directors (the
“Board”) of his intention to retire from the Company's
Board, effective immediately. Mr. McCarthy did not advise the
Company of any disagreement with the Company on any matter relating
to its operations, policies or practices.
Effective
upon Mr. McCarthy’s resignation as a director, the size of
the Board has been reduced from eight to seven, and Mr. Robert
Berman has been named the Executive Chairman of the
Board.
Item
7.01
Regulation FD Disclosure.
On July 24, 2020, the Company issued a press release announcing the
resignation of Mr. McCarthy. A copy of this press release is
attached hereto as Exhibit 99.1 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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ExhibitNumber
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Description
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Press
Release issued on July 24, 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 24, 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 Announces Retirement of James K. McCarthy from the
Board of Directors
COLUMBIA, MD – July 24, 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 James K. McCarthy has retired as the Chairman
of the Board of Directors of Rekor Systems (the "Board") effective
immediately. The resignation was not the result of any disagreement
with the Company or any of its affiliates on any matter relating to
the Company's operations, policies or practices. After accepting
Mr. McCarthy’s resignation, the Board appointed the
Company’s president and CEO Robert A. Berman to be its
Executive Chairman upon the recommendation of its Governance
Committee.
“Jim McCarthy served the Board and the Company with character
and dignity during a period of extraordinary transformation for the
Company. We are grateful for the selfless service and unmatched
knowledge he brought to the Rekor Systems Board of Directors. His
wisdom and experience will be missed, and we wish him well in his
retirement,” said the Company’s Lead Director, Paul de
Bary. “We are pleased to welcome Robert Berman as Board
Chairman. He is a highly experienced executive who brings a proven
track record and strategic vision to the Executive Chairman’s
position. We look forward to benefiting from his insights and
perspectives as we continue to execute our strategy to drive growth
and value for our shareholders.”
Visit our website to learn more:
https://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 informed decisions
faster, and 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
by our clients. 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:
https://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
statements regarding the impact of Rekor's core suite of AI-powered
technology and the size of the market for global 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 Contacts:
Emily Burdeshaw
REQ For Rekor Systems
rekor@req.co
Investor Contacts:
Charles Degliomini
Rekor Systems, Inc.
ir@rekor.ai