Attached files
| file | filename |
|---|---|
| EX-10.2 - LIMITED WAIVER - Rekor Systems, Inc. | rekr_ex102.htm |
| EX-10.1 - FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT - Rekor Systems, Inc. | rekr_ex101.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 26,
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
1.01
Entry
into a Material Definitive Agreement.
First Amendment to Note Purchase Agreement
As
previously disclosed on the Current Report on Form 8-K
(“Current Report”) filed by Rekor Systems, Inc., a
Delaware corporation (the “Company”), filed with the
Securities and Exchange Commission (the “SEC”) on March
18, 2019, the Company entered into that certain Note Purchase
Agreement (the “Note Purchase Agreement”), by and among
the Company, the Company’s guarantors from time to time party
thereto (together with the Company, the “Credit
Parties”), the purchasers from time to time party thereto
(the “Purchasers”) and U.S. Bank National Association
as paying agent and collateral agent (in such capacity, the
“Agent”).
On March 26, 2020, the Company entered into a First Amendment to
Note Purchase Agreement (the “Note Amendment”), by and
among the Credit Parties, the Purchasers and the Agent. Pursuant to
the terms of the Note Amendment, the maturity date for the notes
issued under the Note Purchase Agreement has been extended from
March 11, 2021 to June 12, 2021, unless earlier accelerated
pursuant to the terms of the Note Purchase Agreement.
Limited Waiver
Concurrently
with entry into the Note Amendment, on March 26, 2020, the Company
entered into a Limited Waiver to the Note Purchase Agreement (the
“Limited Waiver”), pursuant to which the undersigned
Purchasers agreed to waive as a specified event of default the
Company’s failure to maintain a fixed charge coverage ratio
of at least 2.00:1.00 for the twelve month period ending May 31,
2020.
The
foregoing description of the Note Amendment and the Limited Waiver
is only a summary, and is qualified in its entirety by reference to
the full text of the Note Amendment and the Limited Waiver, which
are filed as Exhibits 10.1 and 10.2 hereto, and are incorporated
herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a
Registrant.
The disclosure set forth above in Item 1.01 is incorporated by
reference herein.
Item
9.01.
Financial
Statements and Exhibits
(d)
Exhibits.
The following exhibit is filed herewith:
|
ExhibitNumber
|
|
Description
|
|
|
First
Amendment to Note Purchase Agreement, dated March 26, 2020, by and
among the Company, the Purchasers from time to time party thereto
and the Agent.
|
|
|
|
Limited
Waiver, dated as of March 26, 2020, by and among the Company and
the undersigned Purchasers.
|
|
|
|
Note
Purchase Agreement, dated as of March 13, 2019, by and among the
Credit Parties, the Purchasers from time to time party thereto and
the Agent (incorporated by reference to Exhibit 4.3 to the Current
Report on Form 8-K as filed with the Securities and Exchange
Commission on March 18, 2019).
|
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:
March 26, 2020
|
/s/
Robert A. Berman
|
|
|
|
Name:
Robert A. Berman
Title:
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|