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EX-5.1 - OPINION ON LEGALITY - Rekor Systems, Inc. | rekr_ex51.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): August 28,
2020
REKOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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
(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
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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
1.01.
Entry
Into a Material Definitive Agreement.
On
August 28, 2020, Rekor Systems, Inc. (the “Company”)
filed Amendment No. 1 (the “Amendment”) to the
Prospectus Supplement dated August 14, 2019
(the
“Prospectus Supplement”) for its previously disclosed
At Market Issuance Sales Agreement (the “Sales
Agreement”) with B. Riley Securities, Inc. (formerly
known as B. Riley FBR, Inc.) (“B. Riley FBR” or
the “Agent”) to increase the size of the market equity
program under which the Company from time to time may offer and
sell shares of its common stock, par value $0.0001 per share, from
an aggregate offering price of up to $15,000,000 in the Prospectus
Supplement to an amended maximum aggregate offering price of up to
$40,000,000 (which amount includes $7,882,000 in aggregate gross
proceeds from the prior sale of common stock under the Sales
Agreement) in the Amendment (the “Shares”) through or
to B. Riley FBR.
Subject
to the terms and conditions of the Sales Agreement, B. Riley FBR
will use its commercially reasonable efforts to sell the Shares
from time to time, based upon the Company’s instructions. The
Company has provided the Agent with customary indemnification
rights, and the Agent will be entitled to a commission equal to
3.0% of the gross proceeds from each sale of the
Shares.
Sales
of the Shares, if any, under the Sales Agreement may be made in
transactions that are deemed to be “at the market
offerings” as defined in Rule 415 under the Securities Act of
1933, as amended (the “Securities Act”). The Company
has no obligation to sell any of the Shares and may at any time
suspend offers under the Sales Agreement or terminate the Sales
Agreement.
This
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 attached hereto as Exhibit 10.1 and
incorporated by reference herein.
The
Shares to be sold under the Sales Agreement, if any, will be issued
and sold pursuant to the Company’s shelf registration
statement
on Form
S-3 (File No 333-224423), previously filed with the Securities and
Exchange Commission (“SEC”) on April 24, 2018 and
declared effective by the SEC on April 30, 2018. The Amendment
related to the increase in the size of the Company’s at the
market equity program has been filed with the SEC on August 28,
2020. The Prospectus Supplement was filed with the SEC on August
15, 2019. This Current Report on Form 8-K shall not constitute an
offer to sell or a solicitation of an offer to buy the Shares nor
shall there be any sale of the Shares in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.
The
legal opinion of Crowell & Moring LLP relating to the legality
of the issuance and sale of the Shares is attached as Exhibit 5.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No.
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Description
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Legal
Opinion of Crowell & Moring LLP
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At
Market Issuance Sales Agreement, dated August 14, 2019, between
Rekor Systems, Inc. and B. Riley Securities, Inc. (formerly
known as B. Riley FBR, Inc.) (“B. Riley FBR” or
the “Agent”) (Incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K as filed with the
SEC on August 15, 2019).
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Consent
of Crowell & Moring LLP (included in Exhibit 5.1)
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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: August 28,
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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