[8-K] Rekor Systems, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 12, 2025, Rekor Systems, Inc. elected to voluntarily terminate its At Market Issuance Sales Agreement dated February 10, 2025 with Northland Securities, Inc. Under that Sales Agreement the Company sold 18,888,832 shares of common stock for an aggregate offering price of approximately $23.3 million. The filing states the Sales Agreement is attached as Exhibit 1.1 and is incorporated by reference. The termination means the Company will no longer sell shares under that specific at‑the‑market facility; the report provides no explanation for the termination or details about alternative financing arrangements.

Positive

• Raised approximately $23.3 million through share issuances under the Sales Agreement
• Completed sale of 18,888,832 shares, a clearly quantified financing activity disclosed in the filing

Negative

• Termination of the At Market Issuance Sales Agreement ends this specific mechanism for issuing shares and raising capital
• Issuance of 18,888,832 shares represents dilution to existing shareholders (as evidenced by the disclosed share sale)

Insights

Financial Analyst

TL;DR: Rekor closed its ATM program after raising about $23.3M via issuance of 18.9M shares; the disclosure is factual and routine.

The 8-K discloses a voluntary termination of an At Market Issuance Sales Agreement with Northland Securities and confirms that 18,888,832 shares were sold for roughly $23.3 million. This is a straightforward disclosure of a financing vehicle being terminated after material issuances; the filing does not provide explanations, timing of proceeds usage, or remaining capital needs. Impact is neutral absent other context.

Corporate Governance Expert

TL;DR: The company formally ended a disclosed sales agreement; disclosure meets filing requirements but offers no rationale for the termination.

The Form 8-K documents only the voluntary termination and references the original Sales Agreement as Exhibit 1.1. It explicitly states the number of shares sold and the aggregate offering price. From a governance and disclosure standpoint the report is complete for this event but lacks management commentary or future plans regarding capital access.

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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 12, 2025

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.)

6721 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 1.02 Termination of a Material Definitive Agreement.

On August 12, 2025, Rekor Systems, Inc. (the “Company”) elected to voluntarily terminate its previously disclosed At Market Issuance Sales Agreement, dated February 10, 2025, by and between the Company and Northland Securities, Inc. (the “Sales Agreement”). Pursuant to the Sales Agreement, the Company sold 18,888,832 shares of common stock having an aggregate offering price of approximately $23.3 million.

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 as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Title
1.1		At Market Issuance Sales Agreement, dated February 10, 2025, by and between Rekor Systems, Inc. and Northland Securities, Inc. (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 10, 2025).
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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: August 12, 2025	/s/ Eyal Hen
	Name: Eyal Hen Title: Chief Financial Officer

FAQ

What did Rekor Systems (REKR) report in this 8-K?

Rekor reported the voluntary termination of its At Market Issuance Sales Agreement with Northland Securities and disclosed prior share sales.

How many shares did REKR sell under the terminated agreement?

18,888,832 shares of common stock were sold under the Sales Agreement, per the filing.

How much capital did REKR raise under the Sales Agreement?

Approximately $23.3 million in aggregate offering price was raised through the sales disclosed in the 8-K.

When was the Sales Agreement originally dated?

February 10, 2025 is the date of the At Market Issuance Sales Agreement referenced in the filing.

Does the 8-K explain why Rekor terminated the agreement?

No. The filing states the termination but does not provide a reason or discuss alternative financing arrangements.