S-8 1 rekr_s8.htm FORM S-8 rekr_s8
 

As filed with the Securities and Exchange Commission on October 8, 2021
Registration No. 333-
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
REKOR SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
 
 
 
 
Delaware
 
81-5266334
(State or other jurisdiction of
incorporation or organization)
 
 
(I.R.S. Employer
Identification Number)
 
 
6721 Columbia Drive, Suite 400
Columbia, MD 21046
(410) 762-0800
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
Rekor Systems, Inc. 2017 Equity Award Plan, as amended and restated
(Full title of the plan)
 
Robert A. Berman,
Chief Executive Officer, Executive Chairman and Director
Rekor Systems, Inc.
6721 Columbia Gateway Drive, Suite 400
Columbia, MD 21046
(410) 762-0800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Please send copies of all communications to:
 
Claud v.S. Eley, Esq.
Crowell & Moring LLP
1001 Pennsylvania Ave. NW
Washington, DC 20004
(202) 624-2885
  
 
 
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company (as defined in Rule 12b-2 of the Exchange Act):
 
 
 
 
 
 
 
 
Large Accelerated Filer
 
☐
  
Accelerated Filer
 
☐
 
 
 
 
Non-accelerated Filer
 
☒
  
Smaller Reporting Company
 
☒
 
 
 
 
 
 
 
  
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 7(a)(2)(B) of the Securities Act.  ☐
 
 
CALCULATION OF REGISTRATION FEE
 
 
 
Title of Class of
Securities to be Registered
 
 
Amount to be
Registered (1)
 
 
Proposed Maximum Offering Price Per Share
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
Common Stock, $0.0001 par value per share
 
 
4,368,733
 
$ 10.78 (2)
 
$47,094,943 (2)
 
$4,365.70
 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
 
(2)
Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee. The maximum price per share and the maximum aggregate offering price are based on the average of the $11.32 (high) and $10.23 (low) sale price of the Registrant’s common stock as reported on The Nasdaq Capital Market on October 4, 2021, which date is within five business days prior to the filing of this Registration Statement.
 


 
 
 
EXPLANATORY NOTE
 
Rekor Systems, Inc. (the “Company” or the “Registrant”) previously filed a Registration Statement on Form S-8 (File No. 333-220864) with the Securities and Exchange Commission (the “Commission”) in connection with the registration of an aggregate of 3,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to be issued under the 2017 Equity Incentive Plan (the “Plan”).
 
Pursuant to General Instruction E of Form S-8, the Company is filing this registration statement on Form S-8 solely to register an additional 4,368,733 shares of its common stock available for issuance under the Plan. This increase was approved by the Company’s Board of Directors on May 7, 2021, and by the Company’s stockholders on September 14, 2021 at the Company’s annual meeting. Pursuant to Instruction E, the contents of Registration Statement on Form S-8 (File No. 333-220864), including without limitation periodic reports that the Company filed, or will file, after this Registration Statement to maintain current information about the Company, is hereby incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, with the exception of Items 3 and 8 of Part II of such prior Registration Statement, each of which is amended and restated in its entirety herein.
 
 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
 
The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The documents containing the information specified in this Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1).
 
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:
 
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (filed with the Commission on March 12, 2021);
 
(b)
The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 and June 30, 2021 (filed with the Commission on May 10, 2021 and August 16, 2021, respectively);
 
(b)
The Registrant’s Current Reports on Form 8-K (filed with the Commission on February 9, 2021 , March 1, 2021, July 1, 2021, August 9, 2021, August 19, 2021 (as amended by Current Reports on Form 8-K/A filed with the Commission on August 23, 2021 and September 14, 2021) and September 15, 2021; and
 
(c)
The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38338) filed on January 8, 2018 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
 
 
 
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such reports that are filed or deemed filed as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
 
Item 8. Exhibits.
EXHIBIT INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit
Number
 
  
 
  
Incorporated by Reference
 
  
Filed
  
Exhibit Description
 
  
Form
 
  
File No.
  
Exhibit
  
Filing Date
  
Herewith
 
 
 
 
 
 
 
  
Rekor Systems, Inc. 2017 Equity Award Plan (as amended and restated as of September 14, 2021).
  
DEF 14A
  
333-38338
  
Annex A
  
8/3/21
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Amended and Restated Certificate of Incorporation of the Registrant as filed with the Secretary of State of Delaware on August 21, 2017.
  
8-K
  
333-216014
  
3.1
  
8/25/17
  
 
 
 
 
 
 
 
 
  
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant as filed with the Secretary of State of Delaware on April 30, 2019.
  
8-K
  
001-38338
  
3.1
  
4/30/19
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant as filed with the Secretary of State of Delaware on March 18, 2020.
 
8-K
 
001-38338
 
3.1
 
3/18/20
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amended and Restated Bylaws of the Registrant.
 
8-K
 
001-38338
 
3.2
 
4/30/19
 
 
 
 
 
 
 
 
 
  
Opinion of Crowell & Moring LLP.
  
 
  
 
  
 
  
 
  
X
 
 
 
 
 
 
 
  
Consent of Friedman LLP, independent registered public accounting firm of Rekor Systems, Inc.
  
 
  
 
  
 
  
 
  
X
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consent of Kost Forer Gabby and Kasierer, A Member of Ernst & Young Global, independent registered public accounting firm of Waycare Technologies Ltd.
 
 
 
 
 
 
 
 
 
X
 
 
 
 
 
 
 
  
Consent of Crowell & Moring LLP (contained in Exhibit 5.01.
  
 
  
 
  
 
  
 
  
X
 
 
 
 
 
 
 
24.1
  
Power of Attorney (included on the signature page of this Registration Statement).
  
 
  
 
  
 
  
 
  
X
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbia, State of Maryland, on October 8, 2021.
 
 
 
 
REKOR SYSTEMS, INC.
 
 
By:  
 
/s/ Robert A. Berman
 
 
Robert A. Berman
 
 
Chief Executive Officer, Executive Chairman and Director
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert A. Berman, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
 
 
 
 
 
Name
 
  
Title
 
 
Date
 
 
 
 
/s/ Robert A. Berman
Robert A. Berman
 
  
Chief Executive Officer, Executive Chairman and Director
(Principal Executive Officer)
 
 
October 8, 2021
 
 
 
/s/ Eyal Hen
Eyal Hen
 
  
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
 
 
October 8, 2021
 
 
 
/s/ Paul de Bary
Paul de Bary
 
  
Director
 
October 8, 2021
 
 
 
/s/ Richard Nathan
Richard Nathan
 
  
Director
 
October 8, 2021
 
 
 
/s/ Glenn Goord
Glenn Goord
 
  
Director
 
October 8, 2021
/s/ David Hanlon
David Hanlon
 
  
Director
 
October 8, 2021
 
 
 
/s/ Steven D. Croxton
Steven D. Croxton
 
  
Director
 
October 8, 2021