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): September 16,
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.
☐
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Item 1.02
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Termination of a Material Definitive Agreement.
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Optional Prepayment of Remaining 2019 Notes and Resulting
Termination of Note Purchase Agreement
As
previously disclosed by Rekor Systems, Inc. (the
“Company”) in its Current Report on Form 8-K as filed
with the Securities and Exchange Commission (the “SEC”)
on July 16, 2020, the Company completed the exchange provided for
in connection with the Note Exchange Transaction on July 15, 2020
that was previously disclosed in the Company’s Current Report
on Form 8-K, as filed with the SEC on July 6, 2020 (the
“Exchange 8-K”). As disclosed in the Exchange 8-K,
upon completion of the Note Exchange Transaction, approximately
$4.9 million aggregate principal amount of 2019 Notes (as defined
in the Exchange 8-K) remained outstanding.
On
September 16, 2020, the Company issued a cash payment for the
remaining $4.9 million aggregate principal balance of 2019 Notes.
As a result of this optional prepayment, the Note Purchase
Agreement, as amended by the First Amendment, Second Amendment, and
Third Amendment, respectively (each as defined in the Exchange
8-K), has been terminated pursuant to its terms, and as a result
the Company will have no further obligations under the Note
Purchase Agreement, as amended, following the payoff of the
remaining 2019 Notes. The warrants previously issued pursuant to
the Note Purchase Agreement, as amended, remain outstanding
pursuant to their terms.
The
Note Purchase Agreement, First Amendment to the Note Purchase
Agreement, Second Amendment to the Note Purchase Agreement, and
Third Amendment to the Note Purchase are incorporated herein by
reference as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively.
Item
8.01
Other Events.
On September 17, 2020, the Company issued a press
release regarding the prepayment of the remaining 2019 Notes and
termination of the Note Purchase Agreement, as amended.
A copy of
this press release is attached hereto as Exhibit 99.1 hereto and is
incorporated by reference herein.
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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Note
Purchase Agreement, dated as of March 13, 2019, by and among the
Credit Parties, the Purchasers from time to time party thereto and
the Agent (incorporated by reference to Exhibit 4.3 to the Current
Report on Form 8-K as filed with the Securities and Exchange
Commission on March 18, 2019).
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First
Amendment to Note Purchase Agreement, dated March 26, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K as filed with the Securities and
Exchange Commission on March 26, 2020).
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Second
Amendment to Note Purchase Agreement, dated April 2, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K as filed with the SEC on April 6,
2020).
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Third
Amendment to Note Purchase Agreement, dated June 29, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent. (incorporated by reference to Exhibit 10.4 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 September 17, 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:
September 17, 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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