Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Rekor Systems, Inc. | rekr_ex31.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): March 18,
2020
____________________
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
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 28, 2020, the Board of Directors (the “Board”)
of Rekor Systems, Inc. (the “Company”) adopted
resolutions of the Board to ratify, approve and recommend
stockholder approval of an amendment to the Company’s Amended
and Restated Certificate of Incorporation, as previously amended,
to revise Article IV, Section 4.1 thereof in order to effect an
increase in the authorized number of shares of the Company’s
Common Stock, par value $0.0001 per share, from 30,000,000 to
100,000,000 (the “Amendment”). On February 21, 2020,
the Company received approval of the Amendment by written consent
in lieu of a meeting from the holders of a majority of issued and
outstanding shares of the Company’s Common Stock. The holders
of the Company’s Series A Preferred Stock and Series B
Preferred Stock were not entitled to vote on the
Amendment.
The
Amendment is described in the Company’s Definitive
Information Statement filed with the Securities and Exchange
Commission on February 21, 2020 (the “Information
Statement”). This description of the Amendment is qualified
in its entirety by reference to the text of the Second Certificate
of Amendment of the Amended and Restated Certificate of
Incorporation, as previously amended (the “Certificate of
Amendment”), which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
Amendment became effective upon filing the Certificate of Amendment
with the Secretary of State of the State of Delaware on March 18,
2020
Item
9.01. Financial
Statements and Exhibits
(d)
Exhibits.
The following exhibit is filed herewith:
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ExhibitNumber
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Description
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Second
Certificate of Amendment to the
Amended and Restated Certificate of Incorporation of Rekor Systems,
Inc., dated March 18, 2020.
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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:
March 18, 2020
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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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