Rekor Systems, Inc 8-K, filed Sep 17, 2020
Rekor Systems, Inc. (REKR)
8-K
2020-09-17
For: 2020-09-16
View Original
Added on
April 12, 2026
About this 8-K
Rekor Systems, Inc filed this 8-K on September 17, 2020, reporting on events of September 16, 2020.
Items reported
- Item 1.02: Ended a material agreement
- 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): September 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:
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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.
☐
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Item 1.02
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Termination of a Material Definitive Agreement.
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Optional Prepayment of Remaining 2019 Notes and Resulting
Termination of Note Purchase Agreement
As
previously disclosed by Rekor Systems, Inc. (the
“Company”) in its Current Report on Form 8-K as filed
with the Securities and Exchange Commission (the “SEC”)
on July 16, 2020, the Company completed the exchange provided for
in connection with the Note Exchange Transaction on July 15, 2020
that was previously disclosed in the Company’s Current Report
on Form 8-K, as filed with the SEC on July 6, 2020 (the
“Exchange 8-K”). As disclosed in the Exchange 8-K,
upon completion of the Note Exchange Transaction, approximately
$4.9 million aggregate principal amount of 2019 Notes (as defined
in the Exchange 8-K) remained outstanding.
On
September 16, 2020, the Company issued a cash payment for the
remaining $4.9 million aggregate principal balance of 2019 Notes.
As a result of this optional prepayment, the Note Purchase
Agreement, as amended by the First Amendment, Second Amendment, and
Third Amendment, respectively (each as defined in the Exchange
8-K), has been terminated pursuant to its terms, and as a result
the Company will have no further obligations under the Note
Purchase Agreement, as amended, following the payoff of the
remaining 2019 Notes. The warrants previously issued pursuant to
the Note Purchase Agreement, as amended, remain outstanding
pursuant to their terms.
The
Note Purchase Agreement, First Amendment to the Note Purchase
Agreement, Second Amendment to the Note Purchase Agreement, and
Third Amendment to the Note Purchase are incorporated herein by
reference as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively.
Item
8.01
Other Events.
On September 17, 2020, the Company issued a press
release regarding the prepayment of the remaining 2019 Notes and
termination of the Note Purchase Agreement, as amended.
A copy of
this press release is attached hereto as Exhibit 99.1 hereto and is
incorporated by reference herein.
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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Note
Purchase Agreement, dated as of March 13, 2019, by and among the
Credit Parties, the Purchasers from time to time party thereto and
the Agent (incorporated by reference to Exhibit 4.3 to the Current
Report on Form 8-K as filed with the Securities and Exchange
Commission on March 18, 2019).
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First
Amendment to Note Purchase Agreement, dated March 26, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on March 26, 2020).
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Second
Amendment to Note Purchase Agreement, dated April 2, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K as filed with the SEC on April 6,
2020).
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Third
Amendment to Note Purchase Agreement, dated June 29, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent. (incorporated by reference to Exhibit 10.4 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 September 17, 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:
September 17, 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 Major Debt Retirement
Company Now Substantially Debt Free
COLUMBIA, Md. – September 17, 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 the company is
now substantially debt free following the retirement of
approximately $4.9 million in debt. The debt retirement eliminates
all remaining short and long-term liability for Notes on the
Company’s balance sheet, including accreted interest and all
fees payable upon retirement of the Notes. In addition, Matt Hill,
Rekor’s Chief Science Officer, exercised 625,000 warrants
stemming from the purchase of OpenALPR in March 2019.
“Becoming
essentially debt free is a significant milestone for Rekor. It
immediately transforms the balance sheet and increases available
cashflow. This will enable further growth and allow us to increase
our market footprint,” said Eyal Hen, Chief Financial
Officer, Rekor. “The transaction has resulted in a dramatic
reduction in interest expense and better positions the Company to
seize future opportunities.”
“The
acquisition of OpenALPR by Rekor has been game changing for Rekor
and our customers,” said Matt Hill, Chief Science Officer of
Rekor and former founder and Chief Technology Officer of OpenALPR.
“This debt retirement validates the future we envisioned last
March. I’m more confident than ever in the continuing ability
of our AI-driven solutions to deliver innovative, real-time roadway
intelligence to customers for a wide variety of
uses.”
This
announcement follows several months of major news for the Company,
including a partnership with Mastercard earlier this month
to enable the touchless retail economy, a partnership with
Mesa Technologies
for School Bus Safety Arm solutions, and the release of the
Rekor Go mobile
app for commercial users, which puts vehicle recognition on any
smartphone.
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.
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Media Contacts:
Robin
Bectel
REQ
For Rekor Systems
rekor@req.co
Investor Contacts:
Charles
Degliomini
Rekor
Systems, Inc.
ir@rekor.ai