Rekor Systems Files 8-K: Material Agreement & Equity Sales

TL;DR

Rekor Systems signed a big deal and sold some stock on June 20th. Details to follow.

AI Summary

On June 20, 2024, Rekor Systems, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing indicates ongoing corporate activities and potential financial transactions for Rekor Systems, Inc.

Why It Matters

This filing signals significant corporate actions by Rekor Systems, Inc., including a material agreement and equity sales, which could impact its financial position and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• Rekor Systems, Inc. (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-38338 (identifier) — SEC File Number
• 81-5266334 (identifier) — IRS Employer Identification No.
• 6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046 (address) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share REKR The Nasdaq
• $2.00 — mon Stock "), with an exercise price of $2.00 per share (the " January 2023 Warrants
• $1.40 — e Warrants (the " Warrant Shares ") for $1.40 per share, reflecting a premium to the
• $1.36 — ast reported trading price per share of $1.36 on The Nasdaq Capital Market on June 20
• $5,145,000 — ill receive aggregate gross proceeds of $5,145,000 from the exercise of the January 2023 W

Filing Documents

• rekr_8k.htm (8-K) — 31KB
• rekr_ex101.htm (EX-10.1) — 34KB
• 0001654954-24-008236.txt ( ) — 192KB
• rekr-20240620.xsd (EX-101.SCH) — 6KB
• rekr-20240620_lab.xml (EX-101.LAB) — 14KB
• rekr-20240620_cal.xml (EX-101.CAL) — 1KB
• rekr-20240620_pre.xml (EX-101.PRE) — 9KB
• rekr-20240620_def.xml (EX-101.DEF) — 2KB
• rekr_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed in its Current Report on Form 8-K (" Current Report ") filed with the Securities and Exchange Commission (the " SEC ") on January 18, 2023, in connection with a private placement transaction with certain accredited investors, Rekor Systems, Inc. (the " Company ") issued warrants to purchase up to 6,250,000 shares of Common Stock, par value $0.0001 per share (" Common Stock "), with an exercise price of $2.00 per share (the " January 2023 Warrants "). The January 2023 Warrants were immediately exercisable for cash and were set to expire on January 18, 2028. On June 20, 2024, the Company entered into a Warrant Exercise Agreement (the " Agreement ") with certain holders of the January 2023 Warrants (each an " Exercising Holder " and collectively, the " Exercising Holders "), pursuant to which the Exercising Holders have agreed to exercise their January 2023 Warrants in-full for cash, in exchange for shares of Common Stock underlying the Warrants (the " Warrant Shares ") for $1.40 per share, reflecting a premium to the last reported trading price per share of $1.36 on The Nasdaq Capital Market on June 20, 2024. In consideration for the Company's agreement to reduce the exercise price of the January 2023 Warrants by forty percent (40%), the Exercising Holders agreed to a concomitant reduction in the number of shares into which the January 2023 Warrants are exercisable, from 5,250,000 to 3,675,000. The Warrant Shares will be issued to each Exercising Holder upon receipt by the Company of payment in cash of the aggregate exercise price for the Exercising Holder's January 2023 Warrants. The Agreement contains customary representations and warranties of the Company and the Exercising Holders. The Company has a material relationship with two of the Exercising Holders, (i) Avon Road Partners, L.P. (" Avon "), and (ii) Arctis Global Master Fund Limited (" Arctis "), an affiliate of Arctis Global

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information contained in Item 1.01 of this Current Report in relation to Warrant Shares issuable upon the exercise of the January 2023 Warrants is hereby incorporated by reference into this Item 3.02.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects or strategies of the Company. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Warrant Exercise Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 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: June 26, 2024 /s/ Eyal Hen Name: Eyal Hen Title: Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR