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

Rhea-AI Summary

Rekor Systems (Nasdaq: REKR) priced an underwritten registered direct offering of 8,571,428 units at $1.75 per unit, with each unit containing one share of common stock and one warrant exercisable at $2.40. Warrants are immediately exercisable and expire seven years from issuance. The offering is expected to close on or about December 16, 2025, generating gross proceeds of approximately $15.0 million before fees. Rekor intends to use net proceeds for working capital, capital expenditures, and general corporate purposes. William Blair is the sole book-running manager and one institutional investor participated. Securities are offered under an effective Form S-3 registration statement declared effective August 6, 2024.

Positive

• Gross proceeds of approximately $15.0 million
• 8,571,428 units issued at $1.75 per unit
• Warrants immediately exercisable at $2.40, seven-year term
• Offered under an effective Form S-3 (declared effective Aug 6, 2024)

Negative

• Immediate issuance of 8,571,428 shares and warrants will dilute existing shareholders
• Underwriting discounts and offering expenses will reduce net proceeds below $15.0 million
• Only one institutional investor participated, indicating limited anchor demand

Key Figures

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

Offering price $1.75 per unit Public offering price

Warrant exercise price $2.40 per share Exercise price for common stock warrants

Gross proceeds Approximately $15 million Before underwriting discounts and expenses

Warrant term 7 years Warrants immediately exercisable, expiring seven years post-issuance

Institutional participants 1 investor Participation from one institutional investor

52-week high discount -48.83% Price vs 52-week high before offering news

Market cap pre-news $236,276,471 Market capitalization before this announcement

Market Reality Check

$1.67 Last Close

Volume Volume 2,216,907 is 0.79x the 20-day average of 2,807,885, indicating no pre-news volume spike. normal

Technical Shares at $1.75 are above the 200-day MA of $1.41 but sit 48.83% below the 52-week high of $3.42.

Peers on Argus 1 Up

Peers showed mixed moves: HPAI up 2.55%, while AISP, ZENA, and ARBE fell between 3.75% and 7.27%, and SANG was flat. This points to company-specific factors rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 19	Patent/news	Positive	-4.5%	New U.S. patent for privacy-protecting ALPR data framework.
Nov 13	Earnings	Positive	-7.3%	Record Q3 revenue and margins with narrowed adjusted EBITDA loss.
Oct 23	Product expansion	Positive	-0.4%	Plan to enter global deepfake detection market via Rekor Labs.
Oct 16	Deployment/news	Positive	-0.8%	South Carolina virtual weigh station deployment and state tech award.
Oct 14	Prelim earnings	Positive	+21.1%	Preliminary Q3 guidance for record revenue and margin improvement.

Pattern Detected

Recent fundamentally positive announcements have often been followed by negative price reactions, with only one strong upside move on upbeat preliminary earnings.

Recent Company History

Over the last few months, Rekor reported improving fundamentals and strategic progress. Q3 2025 results showed higher revenue of $14.2M and narrowed losses, yet the stock fell 7.27% after that release. Product and contract updates in October–November 2025, including deepfake detection plans and new state deployments, also saw modest to negative reactions (down to -4.5%). Against this backdrop and disclosed liquidity concerns in recent 10-Q filings, the current capital-raising offering fits an ongoing effort to strengthen the balance sheet.

Market Pulse Summary

This announcement adds detail to Rekor’s funding strategy following prior quarterly filings that highlighted liquidity constraints. The company priced 8,571,428 units at $1.75, each with an attached warrant exercisable at $2.40, for expected gross proceeds of about $15M. Proceeds are earmarked for working capital, capex, and general purposes. Investors may track how this capital deployment affects revenue growth, margin trends, and progress on state contracts and new AI-driven product initiatives.

Key Terms

registered direct offering financial

"announced the pricing of an underwritten registered direct offering of 8,571,428 units"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

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.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to and describing the terms"

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.

book-running manager financial

"William Blair is acting as the sole book-running manager for the offering"

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

AI-generated analysis. Not financial advice.

COLUMBIA, Md., Dec. 15, 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 pricing of an 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 will be 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 will be issued separately. The offering is expected to close on or about December 16, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds to Rekor from the offering are expected to be 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 is acting as the sole book-running manager for the offering.

The securities described above are being 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, including, without limitation, risks and uncertainties related to market conditions, the ability to complete the offering, and the satisfaction of the closing conditions related to the registered direct offering. 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 15, 2025 about a financing?

Rekor priced an underwritten registered direct offering of 8,571,428 units at $1.75 per unit to raise about $15.0 million gross.

What are the terms of the warrants in Rekor's (REKR) December 2025 offering?

Each unit included a warrant exercisable to buy one share at $2.40, immediately exercisable and expiring seven years from issuance.

When is the Rekor (REKR) offering expected to close and what will proceeds be used for?

The offering is expected to close on or about December 16, 2025, with net proceeds for working capital, capital expenditures, and general corporate purposes.

Who managed Rekor's (REKR) December 2025 registered direct offering?

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

How can investors obtain the Rekor (REKR) offering prospectus filed December 15, 2025?

Investors can request the prospectus from William Blair's prospectus department or access it on the SEC website.