Attached files
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| EX-99.1 - PRESS RELEASE - Rekor Systems, Inc. | rekr_ex991.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT WITH MICHAEL DUNBAR - Rekor Systems, Inc. | rekr_ex101.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 2, 2021
____________________
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
5.02 Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 2, 2021, Rekor Systems, Inc. (the “Company”)
publicly announced the appointment of Michael Dunbar, 53, as the
Company’s Chief Revenue Officer, to be effective on a
full-time basis on July 12, 2021. On June 1, 2021, Mr. Dunbar
entered into an employment agreement with the Company (the
“Dunbar Employment Agreement”).
Mr.
Dunbar specializes in building mission-critical video surveillance
and security solutions. With more than thirty years in the IT
industry, his career started in the U.S. Marine Corps, where he
advanced to managing global computer defense operations on
enterprise and war-fighting networks. In his most recent role at
Pivot3, he helped global businesses, security and IT teams overcome
the increasing challenges of managing mission-critical video
infrastructure, including cities, mass transit and federal
facilities. Mr. Dunbar joins the Company to support the its
go-to-market strategy. Mr. Dunbar holds a master’s degree in
Information & Telecommunications Systems Management and a
bachelor’s degree in Management Science & Information
Systems and a minor in Economics from Penn State.
The
Dunbar Employment Agreement provides for an initial three-year
term, subject to automatic extension. Mr. Dunbar will receive an
annual base salary of $375,000, and will be eligible for a bonus of
up to 100% of base salary as determined by the Board of Directors
of the Company (the “Board”) in its sole discretion.
Mr. Dunbar is eligible to receive two times his base salary then in
effect if his employment with the Company is terminated within 120
days of a change of control (as such term is defined in the Dunbar
Employment Agreement). Mr. Dunbar is eligible for benefits
available to management employees generally, as outlined in the
Company’s annual proxy statement filed with the Securities
Exchange Commission (“SEC”) on August 31, 2020. In
connection with his employment, on July 12, 2021, Mr. Dunbar will
be granted 50,000 restricted stock units pursuant to the
Company’s 2017 Equity Award Plan, which will vest in three
equal annual installments on the first (July 12, 2022), second
(July 12, 2023), and third (July 12, 2024) anniversaries of the
grant date.
There
is no arrangement or understanding between Mr. Dunbar and any other
person pursuant to which Mr. Dunbar is to be selected as an officer
of the Company that would require disclosure under Item 401(b) of
Regulation S-K. Additionally, there is no family relationship
between Mr. Dunbar and any other person that would require
disclosure under Item 401(d) of Regulation S-K. Mr. Dunbar is also
not a party to any transactions that would require disclosure under
Item 404(a) of Regulation S-K.
The
foregoing summary of the Dunbar Employment Agreement is not
complete and is qualified in its entirety by reference to the full
text of the Dunbar Employment Agreement attached as Exhibit 10.1
hereto and incorporated by reference herein. The Company also
issued a press release regarding the appointment of Mr. Dunbar,
which is attached as Exhibit 99.1 hereto.
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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Employment
Agreement with Michael Dunbar dated June 1, 2021
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Press
Release issued on July 2, 2021
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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 2, 2021
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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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