Rekor Systems Announces Closing of $15.0 Million Underwritten Registered Direct Offering

Rhea-AI Summary

Rekor Systems (Nasdaq: REKR) closed an underwritten registered direct offering on Dec 16, 2025 of 8,571,428 units at $1.75 per unit, with each unit including one share of common stock and one warrant to buy one share at an exercise price of $2.40. The warrants are immediately exercisable and expire seven years from issuance. The units were separated into shares and warrants on issuance.

Gross proceeds to Rekor are approximately $15.0 million before underwriting discounts, commissions and offering expenses. The company intends to use net proceeds for working capital, capital expenditures and general corporate purposes. William Blair acted as sole book-running manager and one institutional investor participated.

Positive

• Gross proceeds of approximately $15.0 million
• Issued 8,571,428 units at $1.75 per unit
• Warrants exercisable immediately with 7-year term at $2.40

Negative

• Immediate dilution from issuance of 8,571,428 shares and separable warrants
• Potential future dilution if warrants are exercised at $2.40
• Offering proceeds are reported before underwriting discounts, commissions and expenses

Key Figures

Units offered 8,571,428 units Underwritten registered direct offering

Public offering price $1.75 per unit Registered direct offering terms

Warrant exercise price $2.40 per share Warrants included in each unit

Gross proceeds $15 million Before underwriting discounts and expenses

Offering size description 1 institutional investor Participation in the offering

Warrant term 7 years Expiration from date of issuance

Market Reality Check

$1.64 Last Close

Volume Volume 4,241,958 is 1.63x the 20-day average of 2,604,304, indicating elevated trading ahead of the offering news. high

Technical Shares at $1.67 are trading above the 200-day MA of $1.41, despite a -4.57% move today and sitting 51.17% below the 52-week high.

Peers on Argus

REKR fell 4.57% while peers showed mixed moves: HPAI and SANG gained (7.09%, 2.5%), but AISP, ZENA and ARBE declined (-6.09%, -7.4%, -3.2%). With no peers in the momentum scanner and varied same-day headlines, REKR’s move appears more tied to its dilutive equity financing than to a broad sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 19	Patent news	Positive	-4.5%	U.S. patent for privacy-protecting ALPR data framework announced.
Nov 13	Earnings results	Positive	-7.3%	Record Q3 2025 revenue and margin improvement with major contracts.
Oct 23	New market entry	Positive	-0.4%	Plan to enter global deepfake detection market via Rekor Labs.
Oct 16	Deployment win	Positive	-0.8%	South Carolina virtual weigh station deployment with initial $1M order.
Oct 14	Prelim earnings	Positive	+21.1%	Preliminary Q3 guidance for record revenue and improved EBITDA.

Pattern Detected

Recent history shows predominantly positive operational and financial updates often met with flat or negative next-day price reactions, suggesting a pattern of selling or muted enthusiasm on good news.

Recent Company History

Over the last few months, Rekor reported multiple operational wins and improving financials. An October 2025 update guided for record Q3 revenue and better Adjusted EBITDA, followed by October and November announcements on virtual weigh station deployments, a U.S. patent for privacy-protecting ALPR, and entry into the deepfake detection market. Record Q3 2025 results highlighted revenue of $14.2 million and margin improvements, yet most of these positive events were followed by negative or muted price moves. Today’s equity offering adds capital but also share dilution against that backdrop.

Market Pulse Summary

This announcement details a capital raise of $15 million in gross proceeds via 8,571,428 units at $1.75 per unit, each including a common share and a seven-year warrant at $2.40. It adds liquidity for working capital and general purposes but also increases potential dilution through both new shares and warrants. Investors may compare this financing step to prior disclosures about funding needs and monitor future capital structure changes, cash trends, and execution on growth initiatives.

Key Terms

underwritten registered direct offering financial

"announced the closing of its previously announced underwritten registered direct offering of 8,571,428 units"

An underwritten registered direct offering is a way a company raises money by selling newly registered shares or bonds directly to selected investors, with an investment bank agreeing to buy and resell the securities so the company knows it will receive the cash. Think of the bank as a wholesaler that guarantees to take the inventory and find buyers; it speeds the sale but often means the securities are sold at a discount, which can dilute existing shareholders and affect the stock price.

warrant financial

"each unit consisting of one share of common stock and a warrant to purchase one share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

exercise price financial

"a warrant to purchase one share of common stock at an exercise price of $2.40 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"offered pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"effective shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

           Columbia, Md., Dec. 16, 2025 (GLOBE NEWSWIRE) -- Rekor Systems, Inc. (Nasdaq: REKR) (“Rekor,” “we,” “our” or the “Company”), a leader in developing and implementing state-of-the-art roadway intelligence technology, today announced the closing of its previously announced underwritten registered direct offering of 8,571,428 units at a public offering price of $1.75 per unit, with each unit consisting of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $2.40 per share. The warrants are immediately exercisable and will expire seven years from the date of issuance. The shares of common stock and warrants comprising the units are immediately separable and have been issued separately.

          The gross proceeds to Rekor from the offering are approximately $15 million, before deducting underwriting discounts and commissions and other offering expenses payable by Rekor. Rekor intends to use the net proceeds from this offering for working capital, capital expenditures and general corporate purposes.

          The offering included participation from one institutional investor.

          William Blair acted as the sole book-running manager for the offering.

          The securities described above were offered pursuant to an effective shelf registration statement on Form S-3 that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 26, 2024 and declared effective on August 6, 2024. A prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on December 15, 2025 and may be obtained by contacting William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at prospectus@williamblair.com; or by accessing the SEC’s website at https://www.sec.gov/.

          This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities 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 jurisdiction.

About Rekor Systems, Inc.

          Rekor Systems, Inc. (NASDAQ: REKR) is a leader in developing and implementing state-of-the-art roadway intelligence systems using AI enabled computer vision and machine learning. As a pioneer in the implementation of digital infrastructure, Rekor is collecting, connecting, and organizing the world’s mobility data – laying the foundation for a digitally-enabled operating system for the roadway. With our Rekor One® Roadway Intelligence Engine at the foundation of our technology, we aggregate and transform trillions of data points into intelligence through proprietary computer vision, machine learning, and big data analytics that power our platforms and applications. Our solutions provide actionable insights that give governments and businesses a comprehensive picture of roadways while providing a collaborative environment that drives the world to be safer, greener, and more efficient.

Forward-looking Statements

          Except for historical information, certain statements in this press release, including statements regarding the registered direct offering and the terms of such offering are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to risks, uncertainties and assumptions about Rekor and its business. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Rekor’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Rekor makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Rekor’s business in general, please refer to the “Risk Factors” section in Rekor’s effective shelf registration statement on Form S-3 filed with the SEC on July 26, 2024 and declared effective on August 6, 2024, including the documents incorporated by reference therein, including its Annual Report on Form 10-K filed with the SEC on March 31, 2025 and its Quarterly Report on Form 10-Q filed with the SEC on November 13, 2025.

Media & Investor Relations Contact:
Rekor Systems, Inc.
Charles Degliomini
ir@rekor.ai

FAQ

What did Rekor (REKR) announce on December 16, 2025?

Rekor closed a registered direct offering of 8,571,428 units at $1.75 per unit, generating about $15.0 million gross proceeds.

What are the terms of the warrants issued in the REKR offering?

Each unit included a warrant to buy one share at an exercise price of $2.40; warrants are immediately exercisable and expire in seven years.

How does Rekor plan to use the net proceeds from the offering?

Rekor intends to use net proceeds for working capital, capital expenditures and general corporate purposes.

Who managed the Rekor offering and who participated?

William Blair acted as sole book-running manager and the offering included participation from one institutional investor.

Where can investors find the Rekor offering prospectus for REKR?

The prospectus supplement filed Dec 15, 2025 is available via William Blair or on the SEC website (sec.gov).