rekr20251112_8k.htm
false 0001697851 0001697851 2025-11-13 2025-11-13


 
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): November 13, 2025
 
 

 
REKOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38338
81-5266334
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
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 Symbol(s)
Name of each exchange 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 2.02.
Results of Operations and Financial Condition.
 
On November 13, 2025, Rekor Systems, Inc. (the “Company”) issued a press release summarizing its financial results for the three and nine months ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “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, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
A conference call to discuss the results has been scheduled for November 13, 2025, at 4:30 p.m. ET. Listeners may access the call live by telephone at (877) 407-8037 (toll-free) or (201) 689-8037 (international), or via the Internet at https://event.choruscall.com/mediaframe/webcast.html?webcastid=gyrVsAf5. An archived webcast will also be available for replay in the Investor Relations section of the Company’s website at https://www.rekor.ai/investors.
 
In its discussion, management may reference certain non-GAAP financial measures relating to Company performance. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is included in the press release and available on the Company’s website referenced above.
 
Item 5.02.
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b) Departure of Certain Officers.
 
On November 13, 2025 the Company announced that Eyal Hen has submitted his resignation as Chief Financial Officer of the Company, effective November 17, 2025. Mr. Hen’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices, including the preparation of its financial statements. The Company thanks Mr. Hen for his service and contributions.
 
(c) Appointment of Certain Officers.
 
The Board of Directors of the Company appointed Joseph Nalepa as Chief Financial Officer of the Company, effective November 17, 2025. Mr. Nalepa will succeed Mr. Hen in that role.
 
Mr. Nalepa, age 36, has served as Corporate Controller of the Company since February 2020. In this role, Mr. Nalepa oversaw the expansion of the Company’s accounting and finance organization to support its growth. He led financial reporting activities, including the preparation and review of the Company’s SEC filings, and guided the annual budgeting and forecasting processes. He also implemented a new enterprise resource planning system to enhance financial visibility and oversaw the integration of acquired subsidiaries, including purchase accounting, systems integration, and internal control alignment. Mr. Nalepa led the development of the Company’s internal control framework and worked closely with cross-functional teams on initiatives in supply-chain optimization and operational finance.
 
Prior to his current role, Mr. Nalepa served as Financial Reporting Manager of the Company from 2019 to 2020. From 2013 to 2019, he worked at KPMG LLP in Baltimore, Maryland, where he concluded his tenure as an Audit Manager.
 
Mr. Nalepa holds a Bachelor of Science in Accounting and a Bachelor of Science in Information Systems from Salisbury University (2012) and a Master of Business Administration from the University of Maryland (2022). He is a Certified Public Accountant.
 
Mr. Nalepa has no family relationship with any director or executive officer of the Company. There are no arrangements or understandings with any person pursuant to which he was selected as an officer, and he is not a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.
 
In connection with his appointment, the Company and Mr. Nalepa expect to enter into a new employment agreement, the material terms of which will be disclosed when finalized, including in the Company’s definitive proxy statement for its 2026 annual meeting of stockholders. At this time, no material compensatory arrangement, plan, contract, or amendment thereto has been entered into with Mr. Nalepa in connection with his appointment as Chief Financial Officer.
 
 

 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
  No.  
 
Description
   
99.1
 
104
 
Cover Page Interactive Data File (embedded with the Inline XBRL document).
 
 

 
 
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: November 13, 2025
/s/ Eyal Hen
 
 
Name: Eyal Hen
Title:   Chief Financial Officer
 
     
 
 

Exhibit 99.1

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Rekor Systems Reports Record Third Quarter 2025 Financial Results

Company Achieves Third Consecutive Quarter of Positive Results

 

Highlights:

 

Record Quarterly Revenue: $14.2 million.

 

Record Gross Margin: Adjusted gross margin expanded to 63% for the quarter and 55% for the nine-month period, reflecting improved mix and operational leverage.

 

Reduced Adjusted EBITDA Loss: Adjusted EBITDA loss narrowed sharply to $1.5 million, the best in the Company’s history.

 

Disciplined Cost Management: Operating expenses fell 26% sequentially and 20% year over year, driving sustained financial improvement.

 

COLUMBIA, MD – November 13, 2025 – Rekor Systems, Inc. (NASDAQ: REKR), a global leader in roadway intelligence, today announced record financial results for the three and nine months ended September 30, 2025. The third quarter represents the strongest performance in Rekor’s history, with the Company achieving new highs in revenue, margins, and operational efficiency.

 

Operational & Strategic Highlights

 

Georgia Department of Transportation (GDOT):

Rekor secured its largest statewide contract to date with GDOT. The contract accelerates the deployment of Rekor Discover® and the Data-as-a-Service business model, supporting GDOT's efforts to modernize traffic data collection, validation, and usage. It provides a smarter, safer, and more scalable way to monitor road conditions and enforce safety standards across the state. The full contract term could last up to eight years and is available for cooperative use by Georgia’s cities, counties, municipal planning organizations, and regional commissions through a procurement process that does not require separate competitive bids statewide. The contract is valued at a minimum of $50 million over the eight-year period and enables cooperative purchasing across numerous Georgia municipal and county agencies, with the potential to increase the total contract value to over $100 million during its term.

 

 

South Carolina:
South Carolina’s Office of Information Technology (OIT), in partnership with the South Carolina State Transport Police (STP) and the South Carolina Department of Transportation (SCDOT), secured first place in the State Technology Innovation Award for deploying “virtual weigh stations” powered by Rekor technology and integrated with Drakewell. Rekor will receive an initial order of about $1 million for this technology rollout, with additional revenue anticipated as the program expands statewide. The system detects overweight vehicles in real-time traffic, focusing solely on accurately identifying overweight trucks for inspection, which helps ensure that compliant carriers can stay on the move. Transportation agencies benefit from continuous weigh-in-motion coverage and precise overweight detection, while significantly cutting most costs associated with traditional truck weigh stations, which are prohibitively expensive.

 

 

Rekor Discover®:

During the third quarter, three new states began using Rekor Discover®, further confirming its increasing role as the preferred platform for roadway data intelligence. Rekor Discover® continues to support the Company’s Data-as-a-Service growth strategy by allowing state and local transportation agencies to access real-time, high-quality traffic and infrastructure data without the burden of hardware ownership or maintenance. This expansion highlights Rekor’s ability to scale efficiently and expand its presence across the U.S. transportation network.

 

 

Rekor Labs:
Announced plans to launch a pioneering suite of products to identify synthetically created and modified media with a new product aimed at combating the growing concerns caused by deep-fake media.

 

Executive Commentary

“This was a record-breaking quarter for Rekor, said Eyal Hen, Rekor's Chief Financial Officer. “The Company is moving in the right direction, and these results confirm that Rekors model is scalable, resilient, and built for long-term profitability.

 

“Were seeing continued strength across our entire portfolio, said Robert A. Berman, Rekor President and CEO. Rekor Discover® and Rekor Command® are gaining significant traction in the market, and were now seeing transportation authorities issue new RFPs that combine both technologies. This confirms a clear industry shift toward integrated data and intelligence solutions a direction Rekor helped define years ago.

 

Our Data-as-a-Service model has become a powerful growth engine, setting Rekor apart in the industry. Transportation agencies increasingly want fast, reliable access to actionable roadway data without the cost and complexity of owning and maintaining hardware. Combined with our most established platform, Rekor Scout, these solutions are propelling the Company toward escape velocity and positioning Rekor for sustained, scalable growth.

 

 

 

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Three and Nine Months Ended September 30, 2025 Financial Results

This section highlights the changes for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024.

 

Revenues and Cost of Revenue, excluding Depreciation and Amortization

 

   

Three Months Ended September 30,

   

Change

   

Nine Months Ended September 30,

   

Change

 

(Dollars in thousands, except percentages)

 

2025

   

2024

   

$

   

%

   

2025

   

2024

   

$

   

%

 

Revenue

  $ 14,194     $ 10,546     $ 3,648       35 %   $ 35,751     $ 32,751     $ 3,000       9 %

Cost of revenue, excluding depreciation and amortization

    5,195       5,903       (708 )     -12 %     16,200       16,964       (764 )     -5 %

Adjusted Gross Profit

  $ 8,999     $ 4,643     $ 4,356       94 %   $ 19,551     $ 15,787     $ 3,764       24 %

Adjusted Gross Margin

    63.4 %     44.0 %     19.4 %     44 %     54.7 %     48.2 %     6.5 %     13 %

 

Revenue for the three and nine months ended September 30, 2025, increased compared to the corresponding periods in 2024, primarily driven by higher perpetual license sales during the third quarter of 2025.

 

Cost of revenue, excluding depreciation and amortization, decreased for both the three and nine-month periods compared to the prior year, mainly due to a favorable revenue mix, with a greater proportion of higher-margin software sales relative to hardware.

 

Adjusted Gross Margin for the three and nine months ended September 30, 2025, improved compared to the same periods in 2024, reflecting the increased contribution from software sales, which generally carry higher margins than service-based contracts. Adjusted Gross Margin typically fluctuates based on the mix of software and service revenue in any given period.

 

Adjusted Gross Margin is a non-GAAP financial measure calculated as Adjusted Gross Profit divided by revenue and should not be considered in isolation from, or as a substitute for, GAAP financial measures.

 

Loss from Operations

 

   

Three Months Ended September 30,

   

Change

   

Nine Months Ended September 30,

   

Change

 

(Dollars in thousands)

 

2025

   

2024

   

$

   

%

   

2025

   

2024

   

$

   

%

 

Loss from operations

  $ (3,970 )   $ (12,854 )   $ 8,884       69 %   $ (21,842 )   $ (35,845 )   $ 14,003       39 %

 

Loss from operations for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, improved primarily due to our revenue growth and a reduction in payroll and payroll-related costs as a result of cost containment efforts intended to conform to current operations. 

 

 

 

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EBITDA and Adjusted EBITDA

 

The Company calculates EBITDA as net loss before interest, taxes, depreciation, and amortization. The Company calculates Adjusted EBITDA as net loss before interest, taxes, depreciation, and amortization, adjusted for (i) impairment of intangible assets, (ii) loss on extinguishment of debt, (iii) stock-based compensation, (iv) losses or gains on sales of subsidiaries, and (v) other unusual or non-recurring items. EBITDA and Adjusted EBITDA are not measurements of financial performance or liquidity under accounting principles generally accepted in the U.S. ("U.S. GAAP") and should not be considered as an alternative to net earnings or cash flow from operating activities as indicators of our operating performance or as a measure of liquidity or any other measures of performance derived in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA are presented because we believe they are frequently used by securities analysts, investors, and other interested parties to evaluate a company’s ability to service and/or incur debt. However, other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do. These non-GAAP measures should not be considered in isolation from, or as a substitute for, GAAP measures.

 

The following table sets forth the components of the EBITDA and Adjusted EBITDA for the periods included (dollars in thousands):

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 

Net loss

  $ (4,149 )   $ (12,646 )   $ (23,681 )   $ (41,055 )

Interest, net

    568       496       1,744       2,094  

Depreciation and amortization

    1,545       2,399       4,662       7,075  

EBITDA

    (2,036 )     (9,751 )     (17,275 )     (31,886 )
                                 

Share-based compensation

    577       1,148       2,670       3,430  

Loss on extinguishment of debt

    -       -       -       4,693  

(Gain) loss on remeasurement of ATD Holdback Shares

    -       (192 )     120       (937 )

Loss on offering costs - Prepaid Advance

    -       888       -       888  

Gain on the sale of Global Public Safety

    -       (1,500 )     -       (1,500 )

Adjusted EBITDA

  $ (1,459 )   $ (9,407 )   $ (14,485 )   $ (25,312 )

 

The Company will host its earnings conference call today at 4:30 p.m. ET to discuss its financial and operating results.

 

CONFERENCE CALL INFORMATION

Any person interested in participating in the call should please dial in approximately 10 minutes before the start of the call using the following information:

 

​​​North AmericaParticipant Dial-In: 877-407-8037 / +1 201-689-8037  

 

Click here for participant International Toll-Free access numbers

 

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=gyrVsAf5

 

 

 

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REPLAY INFORMATION

A ​​replay will be available online approximately​​ two hours after the live call for two weeks. To access the replay, use the following numbers:                                                                         ​     ​

Replay Dial-In: 877-660-6853 / 201-612-7415

Access ID: 13756647

Replay Duration: two weeks.

 

 

About Rekor Systems, Inc.

Rekor Systems, Inc. (NASDAQ: REKR) is a leader in developing and implementing state-of-the-art roadway intelligence systems using AI-enabled computer vision and machine learning. As a pioneer in the implementation of digital infrastructure, Rekor is collecting, connecting, and organizing the world's mobility data – laying the foundation for a digitally-enabled operating system for the roadway. With our Rekor One® Roadway Intelligence Engine at the core of our technology, we aggregate and transform trillions of data points into intelligence through proprietary computer vision, machine learning, and big data analytics that power our platforms and applications. Our solutions provide actionable insights that give governments and businesses a comprehensive picture of roadways while providing a collaborative environment that drives the world to be safer, greener, and more efficient. To learn more, please visit our website: https://rekor.ai, and follow Rekor on social media on LinkedIn, X (formerly Twitter), Threads, and Facebook.

 

Forward-Looking Statements

This press release and its links and attachments contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Rekor Systems, Inc. that involve substantial risks and uncertainties, 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. 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," "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. These forward-looking statements speak only as of the date they are made and are subject to a number of risks, uncertainties and assumptions described under the sections in our Annual Report on Form 10-K for the year ended December 31, 2024 entitled "Risk Factors" and elsewhere in our Quarterly Reports on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Press Release and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. The forward-looking statements in this Press Release do not reflect the potential impact of any divestiture, merger, acquisition, or other business combination that had not been completed as of the date of this filing. 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. These forward-looking statements are qualified in their entirety by reference to the risks discussed in our SEC filings. This cautionary statement also applies to any forward-looking statements made during the conference call referenced herein. 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.

 

Company Contact:

Rekor Systems, Inc.

Eyal Hen

Chief Financial Officer

Phone: +1 (443) 545-7260

ehen@rekor.ai

 

Media & Investor Relations Contact:

Rekor Systems, Inc.

Charles Degliomini
[email protected]

 

 

 

 

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REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

 

   

September 30, 2025

   

December 31, 2024

 
   

(Unaudited)

         

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 3,158     $ 5,013  

Restricted cash

    253       316  

Accounts receivable, net of allowance for credit losses of $600 and $486, respectively

    12,320       7,232  

Inventory

    3,885       4,297  

Note receivable, current portion

    255       340  

Other current assets

    2,590       2,732  

Total current assets

    22,461       19,930  

Long-term assets

               

Property and equipment, net

    10,192       11,048  

Right-of-use operating lease assets, net

    7,651       9,348  

Right-of-use financing lease assets, net

    1,925       2,317  

Goodwill

    24,313       24,313  

Intangible assets, net

    13,550       14,450  

Note receivable, long-term

    -       142  

Deposits

    887       927  

Total long-term assets

    58,518       62,545  

Total assets

  $ 80,979     $ 82,475  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities

               

Accounts payable and accrued expenses

    3,763       4,330  

Notes payable, current portion

    -       1,000  

Loan payable, current portion

    82       79  

Lease liability operating, short-term

    2,093       2,310  

Lease liability financing, short-term

    908       900  

Contract liabilities

    4,093       3,439  

Liability for ATD Holdback Shares, at fair value

    -       1,036  

Other current liabilities

    4,563       5,129  

Total current liabilities

    15,502       18,223  

Long-term Liabilities

               

Series A Prime Revenue Sharing Notes, net of debt discount of $165 and $263, respectively

    9,835       9,737  

Series A Prime Revenue Sharing Notes - related party, net of debt discount of $82 and $132, respectively

    4,918       4,868  

Loan payable, long-term

    133       194  

Lease liability operating, long-term

    11,168       12,371  

Lease liability financing, long-term

    773       977  

Contract liabilities, long-term

    1,500       1,298  

Deferred tax liability

    79       79  

Other non-current liabilities

    587       587  

Total long-term liabilities

    28,993       30,111  

Total liabilities

    44,495       48,334  

Commitments and contingencies (Note 8)

               

Stockholders' equity

               

Preferred stock, $0.0001 par value, 2,000,000 authorized, 505,000 shares designated as Series A and 240,861 shares designated as Series B as of September 30, 2025 and December 31, 2024, respectively. No preferred stock was issued or outstanding as of September 30, 2025 or December 31, 2024, respectively.

    -       -  

Common stock, $0.0001 par value; 300,000,000 authorized shares; 126,990,085 and 104,700,593 shares issued as of September 30, 2025 and December 31, 2024, respectively; 126,689,228 and 104,541,073 shares outstanding as of September 30, 2025 and December 31, 2024, respectively.

    12       10  

Treasury stock, 300,857 and 159,520 shares as of September 30, 2025 and December 31, 2024, respectively.

    (873 )     (711 )

Additional paid-in capital

    321,119       294,935  

Accumulated deficit

    (283,774 )     (260,093 )

Total stockholders equity

    36,484       34,141  

Total liabilities and stockholders equity

  $ 80,979     $ 82,475  

 

 

 

REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2025

   

2024

   

2025

   

2024

 

Revenue

  $ 14,194     $ 10,546     $ 35,751     $ 32,751  

Cost of revenue, excluding depreciation and amortization

    5,195       5,903       16,200       16,964  
                                 

Operating expenses:

                               

General and administrative expenses

    6,299       8,637       20,519       23,669  

Selling and marketing expenses

    1,465       1,721       4,923       6,156  

Research and development expenses

    3,660       4,740       11,289       14,732  

Depreciation and amortization

    1,545       2,399       4,662       7,075  

Total operating expenses

    12,969       17,497       41,393       51,632  
                                 

Loss from operations

    (3,970 )     (12,854 )     (21,842 )     (35,845 )

Other income (expense):

                               

Loss on extinguishment of debt

    -       -       -       (4,693 )

Interest expense, net

    (568 )     (496 )     (1,744 )     (2,094 )

Gain (loss) on remeasurement of ATD Holdback Shares

    -       192       (120 )     937  

Loss on offering costs - Prepaid Advance

    -       (888 )     -       (888 )

Gain on the sale of Global Public Safety

    -       1,500       -       1,500  

Other (expense) income

    389       (100 )     25       28  

Total other (expense) income, net

    (179 )     208       (1,839 )     (5,210 )

Net loss

  $ (4,149 )   $ (12,646 )   $ (23,681 )   $ (41,055 )

Loss per common share

  $ (0.03 )   $ (0.14 )   $ (0.20 )   $ (0.49 )

Weighted average shares outstanding

                               

Basic and diluted

    125,639,665       89,285,197       116,906,389       84,397,568