Form 8-K - Current report

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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): February 26, 2024

____________________

 

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: [phone]

 

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 8.01 Other Events.

   

On February 26, 2024, the Rekor Systems, Inc. (the “Company”) issued a press release announcing that it intends to redeem, on March 4, 2024 (the “Redemption Date”), all $12,500,000 aggregate principal amount of the outstanding senior secured notes (the “Senior Secured Notes”) issued on January 18, 2023. On the Redemption Date, the Company will pay the applicable early redemption price equal to 115% of the principal amount of such Senior Secured Notes and accrued and unpaid interest on such Senior Secured Notes to the Redemption Date.

 

Upon payment in full on the Redemption Date (the “Redemption Payment”), interest on the Senior Secured Notes will cease to accrue on and after the Redemption Date. The noteholders have elected to accept $1,875,000 of the Redemption Payment in the form of 750,000 unregistered shares of the Company’s common stock, par value $0.0001 per share, having a value of $2.50 per share, with the remainder of the Redemption Payment to be paid in cash. Following the payment of the Redemption Payment on the Redemption Date, there will be no Senior Secured Notes that remain outstanding. The Company has distributed a notice of redemption to all noteholders.

 

A copy of the press release issued by the Company announcing its planned redemption of the Senior Secured Notes on March 4, 2024 is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

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. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are 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. The forward-looking statements contained in this Current Report on Form 8-K are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. 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.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated February 26, 2024.

 

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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: February 26, 2024	/s/ Robert A. Berman
	Name:  Robert A. Berman Title:    Chief Executive Officer

 

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Cover	Feb. 26, 2024
Cover [Abstract]
Entity Registrant Name	REKOR SYSTEMS, INC.
Entity Central Index Key	0001697851
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Feb. 26, 2024
Entity File Number	001-38338
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	81-5266334
Entity Address Address Line 1	6721 Columbia Gateway Drive
Entity Address City Or Town	Columbia
Entity Address State Or Province	MD
Entity Address Postal Zip Code	21046
City Area Code	410
Local Phone Number	762-0800
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	REKR
Security Exchange Name	NASDAQ
Entity Address Address Line 2	Suite 400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false

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