8-K 1 rekr_8k.htm CURRENT REPORT rekr_8k
 

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 21, 2020
____________________
 
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.)
 
 
 
7172 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 1.02    Termination of a Material Definitive Agreement.
 
On September 21, 2020 (the “Termination Date”), Rekor Systems, Inc. (the “Company”) elected to voluntarily terminate its previously disclosed At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.) pursuant to the terms of the Sales Agreement. As of the Termination Date, the Company has offered and sold an aggregate of 6,509,202 shares of common stock pursuant to the Sales Agreement, which resulted in aggregate gross proceeds of $34,154,000. Following the termination of the Sales Agreement, as of the Termination Date, the Company has 32,892,548 shares of common stock issued and outstanding.
 
This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
The following exhibits are filed herewith:
 
 
 
 
 
 
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: September 21, 2020
/s/ Robert A. Berman
 
 
Name:  Robert A. Berman
Title:    President and Chief Executive Officer