UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 10, 2025, Rekor Systems, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Northland Securities, Inc. (“Northland”), pursuant to which the Company may, from time to time, offer and sell shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $25 million (the “Shares”).
Sales of the Shares under the Sales Agreement, if any, will be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Shares will be offered through or to Northland, acting as agent in connection with agency transactions or as principal in connection with any principal transactions. The Company will have the right, but not the obligation, from time to time at its sole discretion over the 18-month period beginning on the date hereof to direct Northland on any trading day to act on a principal basis and purchase up to $15,000,000 of shares of its common stock as set forth in the Sales Agreement; provided, however only one principal sale may be requested per day, and in no event on consecutive calendar days, unless otherwise agreed to by Northland. Notwithstanding the foregoing, the aggregate amount of shares of common stock that the Company will direct Northland to sell as principal in principal transactions (inclusive of any shares sold by Northland in agency transactions) in any calendar week shall not exceed $2,000,000.
Northland will be entitled to receive from the Company a commission in an amount equal to (i) 3.0% of the gross sales price per Share sold through it as agent in agency transactions and (ii) 6.0% of the purchase price per Share sold to Northland, as principal in principal transactions. The Company has agreed to provide Northland with customary indemnification and contribution rights. The Company will also reimburse Northland for certain specified expenses as set forth in the Sales Agreement.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 281042), which was declared effective by the Securities and Exchange Commission on August 6, 2024, and a prospectus supplement dated February 10, 2025 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Sales Agreement may be terminated by either Northland or the Company, as permitted therein. The Sales Agreement will automatically terminate upon the earliest of (a) the 18-month anniversary of the date of the Sales Agreement with respect to principal transactions and the 24-month anniversary of the date of the Sales Agreement with respect to agency transactions, (b) the sale of all of the Shares subject to the Sales Agreement or (c) the termination of the Sales Agreement as permitted therein.
The foregoing 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 filed herewith as Exhibit 1.1 to this Current Report. A copy of the opinion of Crowell & Moring LLP with respect to the validity of the Shares that may be offered and sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Title | |
| 1.1 | At Market Issuance Sales Agreement, dated February 10, 2025, by and between Rekor Systems, Inc. and Northland Securities, Inc. | |
| 5.1 | Opinion of Crowell & Moring LLP | |
| 23.1 | Consent of Crowell & Moring LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). | |
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: February 10, 2025 | /s/ Eyal Hen | |||||
| Name: Eyal Hen Title: Chief Financial Officer | ||||||