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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): August 12, 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 August 12, 2025, Rekor Systems, Inc. (the “Company”) issued a press release summarizing the Company’s financial results for the second quarter ended June 30, 2025. A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
 
The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
A conference call has been scheduled for August 12, 2025, at 4:30 PM ET. Listeners may access the call live by telephone at (877) 407-8037 (toll free) and internationally at (201) 689-8037; or, via the Internet at https://event.choruscall.com/mediaframe/webcast.html?webcastid=GeLmOo4H. An archived webcast will also be available to replay this conference call directly from 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 related to company performance. A reconciliation of that information to the most directly comparable GAAP measures is provided in the press release, furnished herewith, and a copy of which can also be accessed in the investor relations section of the Company's website referenced above.
 
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
     
Exhibit
  No.  
 
Description
99.1
 
104   Cover Page Interactive Data File (embedded within 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: August 12, 2025
/s/ Eyal Hen
 
 
Name: Eyal Hen
Title:   Chief Financial Officer
 
     
     
     
 
 
EX-99.1 2 ex_851071.htm EXHIBIT 99.1 ex_851071.htm

Exhibit 99.1

 

logo.jpg

 

 

Rekor Systems Reports Second Quarter 2025 Financial Results

Second Quarter Results Strengthen Position as AI Leader in Roadway Intelligence

 

 

Improved Adjusted EBITDA: Substantially narrowed Adjusted EBITDA loss by $2 million for the six-month period.

 

Operating Expense Reduction: Reduced operating expenses by 17% quarter over quarter and year over year, reflecting strong cost discipline.

 

Quarterly Gross Revenue: Quarterly gross revenue of $12.4 million, showing the expected rebound from the prior quarter and resulting in revenue nearly flat year-over-year.     

 

ATM Offering has been terminated as part of strategic capital initiatives.

 

COLUMBIA, MD – August 12, 2025 – Rekor Systems, Inc. (NASDAQ: REKR), a global leader in roadway intelligence, today announced its financial results for the three- and six-month periods ending June 30, 2025.

 

“In Q2, we made significant progress on both operational efficiency and financial performance," said Eyal Hen, Chief Financial Officer of Rekor. "We substantially reduced our operating expenses and improved our year-over-year EBITDA, even in a challenging environment. As we look to the second half of 2025, our focus remains on disciplined execution, expanding margins, and positioning the Company for sustained long-term growth.”

 

Operational & Strategic Highlights

 

 

Texas Department of Transportation (TxDOT):
In Q2, the Company received a statewide blanket purchase order for Rekor Command® from TxDOT—one of the largest and most advanced transportation agencies in the U.S.-- Command®  is now operational in Austin and the Company expects to onboard additional districts gradually over the coming quarters as early results in Austin show substant

ial operational and safety benefits.

 

 

Central Texas Regional Mobility Authority (CTRMA):
CTRMA extended its use of Rekor Command® with an additional $1.4 million, five-year contract. The expansion is based on measurable results from previous deployments, including a 324% increase in incident detection and an 11-minute reduction in average response time. The new features include two-way driver communication and predictive AI insights, supporting over 35 major infrastructure projects in Central Texas.

 

 

Sun Belt State Rekor Discover® Deployment:
Rekor has begun installing 150 Rekor Discover® systems as part of a $1.2M Data-as-a-Service (DaaS) agreement for a major Sun Belt state. This Federal Highway Administration (FHWA)-compliant, AI-enabled traffic data platform eliminates the need for intrusive sensors while providing safer, more actionable insights. Installations are progressing toward completion soon. Agencies are increasingly adopting Rekor's Discover DaaS to gain access to high-quality, per-vehicle traffic data. This model boosts recurring revenue for Rekor while reducing complexity and costs for government partners. The platform is now active in states including Arizona, Colorado, Florida, Georgia, New Mexico, New York, and South Carolina.

 








 

 

Expansion of RoadView:
Rekor expanded its RoadView—an intuitive situational awareness platform—to municipalities and counties that lack 24/7 traffic operations centers. RoadView provides live alerts for incidents, congestion, and work zones, offering smaller agencies real-time visibility without requiring significant infrastructure investment.

 

"We're building the connected intelligence infrastructure that modern transportation demands," said Robert A. Berman, CEO of Rekor. "Our expanding work with agencies like TxDOT, another major state located in the Sun Belt, and CTRMA reflects growing trust in our technology and a broader industry shift toward AI-powered data fusion. Whether it's enabling real-time response or informing long-term planning, Rekor's platforms are helping agencies make smarter, faster, and safer decisions."

 

Berman continued, "As we reported last quarter, we've implemented a General Manager structure that brings clear accountability and customer focus to the forefront of everything we do. Each business unit now operates under dedicated leadership with full P&L responsibility—allowing us to drive innovation more quickly, scale operations more effectively, and deliver greater value across both domestic and international markets."

 

Three and Six Months Ended June 30, 2025 Financial Results

 

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

 

Revenues and Cost of Revenue, excluding Depreciation and Amortization

 

   

Three Months Ended June 30,

                   

Six Months Ended June 30,

                 
   

2025

   

2024

   

Change

   

2025

   

2024

   

Change

 
   

(Dollars in thousands, except percentages)

   

$

   

%

   

(Dollars in thousands, except percentages)

   

$

   

%

 

Revenue

  $ 12,359     $ 12,427     $ (68 )     -1 %   $ 21,557     $ 22,205     $ (648 )     -3 %

Cost of revenue, excluding depreciation and amortization

    6,245       5,776       469       8 %     11,006       11,061       (55 )     0 %

Adjusted Gross Profit

  $ 6,114     $ 6,651     $ (537 )     -8 %   $ 10,551     $ 11,144     $ (593 )     -5 %

Adjusted Gross Margin

    49.5 %     53.5 %     (4.0 )%     -7 %     48.9 %     50.2 %     (1.3 )%     -3 %

 

The decrease in revenue for the three and six months ended June 30, 2025, compared to the six months ended June 30, 2024, is primarily attributable to adverse weather conditions and a slowdown in project activity, partially driven by ongoing uncertainty within the government sector.

 

For the three months ended June 30, 2025, cost of revenue, excluding depreciation and amortization increased compared to the corresponding prior period primarily due to the mix of software and hardware revenue which resulted in an increase in personnel and other direct costs. 

 








 

Adjusted Gross Margin is typically correlated to the mix of software sales versus service-type work. Typically, our software sales carry a higher Adjusted Gross Margin. As a result of the increase in cost of revenue, Adjusted Gross Margin For the three and six months ended June 30, 2025, decreased compared to the three and six months ended June 30, 2024. Adjusted Gross Margin is a non-GAAP measure calculated as Adjusted Gross Profit divided by revenue and should not be considered in isolation from, or as a substitute for, GAAP measures.

 

Loss from Operations

 

   

Three Months Ended June 30,

   

Change

   

Six Months Ended June 30,

   

Change

 

(Dollars in thousands)

 

2025

   

2024

   

$

   

%

   

2025

   

2024

   

$

   

%

 

Loss from operations

  $ (7,735 )   $ (10,075 )   $ 2,340       -23 %   $ (17,874 )   $ (22,991 )   $ 5,117       -22 %

 

Loss from operations for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, decreased primarily due to a reduction in payroll and payroll related costs as a result of cost containment efforts intended to conform to current operations. 

 

We realized an improvement of $2,404,000 or 24%, in our loss from operations for the three months ended June 30, 2025 compared to March 31, 2025.

 

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 June 30,

   

Six Months Ended June 30,

 
   

2025

   

2024

   

2025

   

2024

 

Net loss

  $ (8,658 )   $ (9,795 )   $ (19,532 )   $ (28,409 )

Interest

    586       544       1,176       1,598  

Depreciation and amortization

    1,561       2,344       3,117       4,676  

EBITDA

  $ (6,511 )   $ (6,907 )   $ (15,239 )   $ (22,135 )
                                 

Share-based compensation

  $ 723     $ 1,115     $ 2,093     $ 2,282  

Loss on extinguishment of debt

    -       -       -       4,693  

Adjusted EBITDA

  $ (5,788 )   $ (5,792 )   $ (13,146 )   $ (15,160 )

 








 

Rekor has scheduled a conference call to discuss the second quarter 2025 results on Tuesday, August 12, 2025, at 4:30 P.M. (Eastern).

 

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

 

North America: 877-407-8037/ 201-689-8037

 

International: 

Click here for participant International Toll-Free access numbers

 

Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=GeLmOo4H

 

REPLAY INFORMATION

A replay will be made available online approximately two hours following the live call for a period of two weeks. To access the replay, use the following numbers:

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

Access ID: 13755067

 

An archived webcast will also be available to replay this conference call directly from the Company's website under Investors, Events & Presentations.

 

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
ir@rekor.ai

 




 

REKOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

 

   

June 30, 2025

   

December 31,

 
   

(Unaudited)

    2024  

ASSETS

               

Current assets

               

Cash and cash equivalents

  $ 4,830     $ 5,013  

Restricted cash

    340       316  

Accounts receivable, net of reserve allowance of $571 and $486, respectively

    7,976       7,232  

Inventory

    4,580       4,297  

Note receivable, current portion

    312       340  

Other current assets

    3,342       2,732  

Total current assets

    21,380       19,930  

Long-term assets

               

Property and equipment, net

    9,754       11,048  

Right-of-use operating lease assets, net

    7,694       9,348  

Right-of-use financing lease assets, net

    2,200       2,317  

Goodwill

    24,313       24,313  

Intangible assets, net

    13,850       14,450  

Note receivable, long-term

    -       142  

Deposits

    881       927  

Total long-term assets

    58,692       62,545  

Total assets

  $ 80,072     $ 82,475  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

Current liabilities

               

Accounts payable and accrued expenses

    4,090       4,330  

Notes payable, current portion

    -       1,000  

Loan payable, current portion

    81       79  

Lease liability operating, short-term

    1,444       2,310  

Lease liability financing, short-term

    980       900  

Contract liabilities

    3,752       3,439  

Liability for ATD Holdback Shares, at fair value

    -       1,036  

Other current liabilities

    4,874       5,129  

Total current liabilities

    15,221       18,223  

Long-term Liabilities

               

Series A Prime Revenue Sharing Notes, net of debt discount of $197 and $263, respectively

    9,803       9,737  

Series A Prime Revenue Sharing Notes - related party, net of debt discount of $99 and $132, respectively

    4,901       4,868  

Loan payable, long-term

    154       194  

Lease liability operating, long-term

    11,654       12,371  

Lease liability financing, long-term

    922       977  

Contract liabilities, long-term

    1,352       1,298  

Deferred tax liability

    79       79  

Other non-current liabilities

    587       587  

Total long-term liabilities

    29,452       30,111  

Total liabilities

    44,673       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 June 30, 2025 and December 31, 2024, respectively. No preferred stock was issued or outstanding as of June 30, 2025 or December 31, 2024, respectively.

    -       -  

Common stock, $0.0001 par value; 300,000,000 authorized shares; 122,538,090 and 104,700,593 shares issued as of June 30, 2025 and December 31, 2024, respectively; 122,237,802 and 104,541,073 shares outstanding as of June 30, 2025 and December 31, 2024, respectively.

    12       10  

Treasury stock, 300,288 and 159,520 shares as of June 30, 2025 and December 31, 2024, respectively.

    (873 )     (711 )

Additional paid-in capital

    315,885       294,935  

Accumulated deficit

    (279,625 )     (260,093 )

Total stockholders’ equity

    35,399       34,141  

Total liabilities and stockholders’ equity

  $ 80,072     $ 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 June 30,

   

Six Months Ended June 30,

 
   

2025

   

2024

   

2025

   

2024

 

Revenue

  $ 12,359     $ 12,427     $ 21,557     $ 22,205  

Cost of revenue, excluding depreciation and amortization

    6,245       5,776       11,006       11,061  
                                 

Operating expenses:

                               

General and administrative expenses

    6,936       7,370       14,222       15,032  

Selling and marketing expenses

    1,700       2,021       3,457       4,435  

Research and development expenses

    3,652       4,991       7,629       9,992  

Depreciation and amortization

    1,561       2,344       3,117       4,676  

Total operating expenses

    13,849       16,726       28,425       34,135  
                                 

Loss from operations

    (7,735 )     (10,075 )     (17,874 )     (22,991 )

Other income (expense):

                               

Loss on extinguishment of debt

    -       -       -       (4,693 )

Interest expense, net

    (586 )     (544 )     (1,176 )     (1,598 )

(Loss) gain on remeasurement of ATD Holdback Shares

    -       745       (120 )     745  

Other income

    (337 )     79       (362 )     128  

Total other (expense) income, net

    (923 )     280       (1,658 )     (5,418 )

Net loss

  $ (8,658 )   $ (9,795 )   $ (19,532 )   $ (28,409 )

Loss per common share

  $ (0.07 )   $ (0.12 )   $ (0.17 )   $ (0.35 )

Weighted average shares outstanding

                               

Basic and diluted

    117,435,953       84,932,611       112,459,949       81,929,347