Attached files
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| EX-99.1 - PRESS RELEASE - Rekor Systems, Inc. | rekr_ex991.htm |
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): July 15,
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.
☐
Item
3.02 Unregistered
Sales of Equity Securities.
Note Exchange Transaction Closing
On
July 15, 2020, Rekor Systems, Inc. (the “Company”)
completed the exchange provided for in connection with the Note
Exchange Transaction that was previously disclosed in the
Company’s Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 6, 2020 (the
“Exchange 8-K”). Approximately $15.1 million aggregate
principal amount of the 2019 Notes (as defined in the Exchange 8-K)
were exchanged for 4,349,497 shares of the Company’s common
stock pursuant to the previously disclosed Exchange Agreements
dated June 30, 2020. As a result of the exchange, the Company now
has approximately 27,292,043 shares of common stock issued and
outstanding.
The
foregoing description of the Exchange Agreements does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Exchange Agreement, a form of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference from
the Exchange 8-K.
Item
7.01 Regulation FD Disclosure.
On July 16, 2020, the Company issued a press release announcing the
delivery of shares in exchange for 2019 Notes pursuant to the Note
Exchange Transaction. A copy of this press release is attached
hereto as Exhibit 99.1 hereto and is incorporated by reference
herein.
The information presented in Item 7.01 of this Current Report on
Form 8-K and the accompanying press release shall not be deemed to
be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, unless the
Company specifically states that the information is to be
considered “filed” under the Exchange Act or
specifically incorporates it by reference into a filing under the
Securities Act or the Exchange Act.
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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Form of
Exchange Agreement (incorporated by reference to Exhibit 10.3 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 July 16, 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:
July 16, 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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