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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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
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REKOR SYSTEMS, INC. |
(Exact name of registrant as specified in its charter) |
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.) |
6721 Columbia Gateway Drive, Suite 400, Columbia, MD 21046 | ||
(Address of Principal Executive Offices) | ||
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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:
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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)) |
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. |
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Description |
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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: February 26, 2024 |
/s/ Robert A. Berman |
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Name: Robert A. Berman Title: Chief Executive Officer |
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EXHIBIT 99.1
Rekor Announces Early Redemption of Senior Secured Notes, Strengthening Company’s Financial Position
COLUMBIA, MD – February 26, 2024. Rekor Systems, Inc. (NASDAQ:REKR) (“Rekor” or the “Company”), a leader in developing and implementing state-of-the-art roadway intelligence technology, today announced its decision to early redeem all $12,500,00 of its outstanding Senior Secured Notes (“SSNs”). This reflects the Company’s commitment to strengthening its balance sheet and removes a first priority lien on all the Company’s assets. The redemption of all outstanding SSNs is expected to occur on March 4, 2024.
A portion of the proceeds of a recent public offering were allocated to the repayment of the SSNs and holders of the SSNs also agreed to receive $1,875,000 of the redemption price in the form of 750,000 unregistered common shares at $2.50 per share. Robert A. Berman, Rekor’s Chairman and CEO, is one of the holders of the SSNs.
Eyal Hen, Rekor CFO, commented on the redemption, stating, “The early redemption of our Senior Secured Notes will be a significant milestone for Rekor. It frees our assets from all encumbrances and significantly reduces our interest expense. Clearing our balance sheet of secured debt will provide us with greater operational freedom and financial flexibility and positions us better to pursue strategic growth opportunities. This is part of our ongoing efforts to enhance shareholder value and is in line with our commitment to maintaining a strong and healthy financial foundation.”
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 foundation 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, Twitter, Threads, and Facebook.
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Forward-Looking Statements
This press release and its links and attachments contain 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 statements regarding the impact of Rekor's core suite of technology products and the size and shape of the global market for its services. 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 risk 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 Securities and Exchange Commission. 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.
Media & Investor Relations Contact:
Rekor Systems, Inc.
Charles Degliomini
ir@rekor.ai
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