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): June 19,
2019
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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 Driveway, 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 June 19, 2019, the Board of Directors (the “Board”)
of Rekor Systems, Inc. (the “Company”) appointed Steven
D. Croxton as a member of the Board, with such appointment to take
effect immediately. Mr. Croxton is expected to serve on the
Board’s Audit Committee and Compensation Committee. In
connection with Mr. Croxton’s appointment the Board voted to
increase the size of the Board to eight members, and appointed Mr.
Croxton to fill the resulting vacancy.
Mr. Croxton, age 52, is Managing Director of Rice, Voelker, LLC and
has more than 30 years’ experience in investment and
commercial banking. During his career, Mr. Croxton has been
involved in financing and advisory transactions totaling more than
$35 billion for a variety of public and private corporations. He
has previously served on the Board of Directors of Peninsula
Gaming, LLC, and has held leadership roles with responsibilities
related to investment, corporate, and international banking. Mr,
Croxton earned a B.S. in Finance from Louisiana State University,
and a Master of International Management from the American
Graduation School of International Management (now Thunderbird
School of Global Management), and holds FINRA Series 7, 24, 63, and
79 licenses.
The Board has determined that Mr. Croxton is an independent
director within the meaning of NASDAQ Rule 5605.
Mr. Croxton’s compensation for his services as a director
will be consistent with that of the Company’s other
nonemployee directors. Effective upon his appointment, Mr. Croxton
was granted fully-vested options to purchase 48,499 shares of
common stock, par value $0.0001 per share, of the Company at a
strike price of $1.49 per share. The options were granted pursuant
to the Company’s 2017 Equity Award Plan and expire on June
19, 2029.
There are no arrangements or understandings between Mr. Croxton and
any other persons pursuant to which he was selected as a director,
and there are no transactions in which he has an interest requiring
disclosure under Item 404(a) of Regulation SK.
Item 8.01. Other Events.
On June 20, 2019, the Company issued a press release announcing the
appointment of Mr. Croxton as a member of the Board. A copy of the
press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No.
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Description
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Press
release dated June 20, 2019
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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:
June 20, 2019
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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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Rekor Systems Appoints Steve Croxton to Board of
Directors
COLUMBIA, MD / ACCESSWIRE / June 20, 2019 /
Rekor Systems,
Inc
. (NASDAQ: REKR) ("Rekor"), a leading provider of
innovative vehicle recognition systems, announced today it has
appointed Steven D. Croxton to its Board of Directors, effective
June 19, 2019.
Croxton
currently serves as Managing Director and Head of Investment
Banking for
Rice, Voelker,
LLC
and has more than 32 years of experience in investment
and commercial banking. During his career, Steve has been involved
in financing and advisory transactions totaling more than $35
billion for a variety of public and private corporations. He
previously served on the Board of Directors of Peninsula Gaming
Partners, LLC, and has held leadership roles with responsibilities
related to investment, corporate, and international banking. Steve
earned a B.S. in Finance from Louisiana State University, and a
Master of International Management from the American Graduate
School of International Management (now Thunderbird School of
Global Management), and holds FINRA Series 7, 24, 63, and 79
licenses.
"We are
excited to welcome a talented executive like Steve to our Board of
Directors. Steve has worked with public companies for more than
three decades, advising them through financing and transactions
that spur growth," said Robert A. Berman, President and CEO, Rekor.
"Steve's unmatched experience within the investment banking space,
more particularly his understanding of today's capital markets,
will be of tremendous benefit to Rekor as we continue to grow our
business and maintain demand from our customers utilizing more than
a dozen solutions of both software and hardware as we enter new
markets. We look forward to his immediate impact on the
Board."
"I'm
honored for the opportunity to join Rekor's Board of Directors
during such an exciting time for the company. With an
industry-leading technology, a deep business pipeline of potential
customers, and Rekor's unique recurring revenue model the company
is well-positioned to achieve significant growth as it continues
its penetration of the vehicle recognition systems market and
related sectors," said Croxton. "I look forward to working with my
fellow Directors to lend my expertise within the capital
markets."
About Rekor Systems, Inc.
Rekor
Systems, Inc., a Nasdaq-listed (REKR) Delaware company, is the
parent of Maryland-based Rekor Recognition Systems, Inc. Our
smarter, faster, cost-competitive solutions are disrupting major
industries in over 60 countries across the globe, including
security and surveillance, public safety, electronic toll
collection, brand loyalty, parking operations, banking and
insurance, logistics, and traffic management. We use the power of
artificial intelligence to analyze video streams images and
transform them into extract actionable information for our clients.
Our machine learning enabled software can turn most IP cameras into
highly accurate and affordable vehicle recognition devices. Rekor
provides advanced vehicle recognition systems, powered by its
innovative OpenALPR software, which dramatically improves the
accuracy of license plate reads and can also identify the make,
model and color of vehicles. Rekor's solutions include mobile and
fixed license plate readers, "Move Over" law enforcement, school
bus stop-arm enforcement, and red light and speed enforcement,
parking enforcement and citation management. Rekor's solutions help
to protect lives, increase brand loyalty, and manage complex supply
chain logistics. Our systems can dramatically reduce the cost of
collecting tolls on major highways or manage congestion in the
bumper-to-bumper traffic of large cities, without the need to
install expensive new infrastructure. We make what was once
considered impossible, possible. To learn more please visit our
website:
https://rekorsystems.com
.
Forward-Looking Statements
This press release includes statements concerning Rekor Systems,
Inc. and its future expectations, plans and prospects that
constitute "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the impact of Rekor's core suite of AI-powered
technology and the size of the market for global ALPR systems. Such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
For this purpose, any statements that are not statements of
historical fact may be deemed to be forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as "may," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or "continue," by
the negative of these terms or by other similar expressions. You
are cautioned that such statements are subject to many risks and
uncertainties that could cause future circumstances, events, or
results to differ materially from those projected in the
forward-looking statements, including the risks that actual
circumstances, events or results may differ materially from those
projected in the forward-looking statements, particularly as a
result of various risks and other factors identified in our filings
with the Securities and Exchange Commission. All forward-looking
statements contained in this press release speak only as of the
date on which they were made and are based on management's
assumptions and estimates as of such date. We do not undertake any
obligation to publicly update any forward-looking statements,
whether as a result of the receipt of new information, the
occurrence of future events, or otherwise.
CONTACT:
Media Contact:
Matthew
Bretzius
FischTank
Marketing and PR
matt@fischtankpr.com
Investor Contact:
Charles
Degliomini
Rekor
Systems, Inc.
ir@rekorsystems.com
SOURCE:
Rekor Systems, Inc.