UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 1,
2021
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REKOR SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
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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
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(Address
of Principal Executive Offices)
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Registrant's
Telephone Number, Including Area Code: (410)
762-0800
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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:
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☒ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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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
8.01
Other
Events.
On March 1, 2021, Rekor Systems, Inc. (the “Company”)
issued a press release announcing that it had made a proposal to
acquire Iteris, Inc. (“Iteris”). The proposal was
communicated by letter dated February 20, 2021, from Robert A.
Berman, Chief Executive Officer and Executive Chairman of the Board
of Directors of the Company, to Joe Bergera, President and Chief
Executive Officer of Iteris. Iteris responded by letter dated
February 26, 2021, rejecting the proposal on behalf of the Board of
Directors of Iteris, and Rekor responded to that rejection by
letter dated February 27, 2021. The press release, which includes
the full text of the three letters described above, is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference.
Forward-Looking Statements
This
Current Report on Form 8-K, the press release and
the accompanying letters contain forward-looking statements
within the meaning of U.S. federal securities laws. Such
forward-looking statements include, but are not limited to,
statements regarding the expectations, hopes, beliefs, intentions,
plans, prospects or strategies of the Company. Any statements
contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In addition, any
statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. The words
“anticipate,” “believe,”
“continue,” “could,”
“estimate,” “expect,”
“intends,” “may,” “might,”
“plan,” “possible,”
“potential,” “predict,”
“project,” “should,” “would”
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. The forward-looking statements contained in
this Current Report on Form 8-K, the press release and
accompanying letters are based on certain assumptions and analyses
made by the management of the Company in light of their respective
experience and perception of historical trends, current conditions
and expected future developments and their potential effects on the
Company as well as other factors they believe are appropriate in
the circumstances. There can be no assurance that future
developments affecting the Company will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond the control of the parties) or other
assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions being
made prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. The
Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Press
Release dated March 1, 2021
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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:
March 1, 2021
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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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Exhibit 99.1
Rekor Systems Comments On Offer To Purchase Iteris
COLUMBIA, Md., March 1, 2021 -- Rekor Systems, Inc.,
(NASDAQ: REKR) (“Rekor”) (the “Company”) a
Maryland-based company providing real-time roadway, customer and
public safety intelligence to enable AI-driven decisions,
announced today that on February 20,
2021, it had advised Iteris, Inc. (NASDAQ: ITI) that it was
prepared to offer to purchase all of Iteris’ outstanding
common stock. The offer to Iteris
was for a combination of cash
and common stock subject to
confirmatory diligence and approval of both boards of directors. On
February 26th, Rekor was advised that the board of directors of
Iteris “has decided at this time the combination of the
two companies would not be in
the best interest of [Iteris’]
shareholders.”
“Since announcing our active consideration of potential
merger partners several weeks ago, we’ve received a number of
inquiries about a possible combination with Iteris from Rekor
shareholders and investors. Obviously, we haven’t been in a
position to respond,” said Robert Berman, Rekor CEO.
“We are clearly disappointed with their swift rejection and
wanted to avoid any inappropriate speculation.”
Links to the exchange of correspondence: Rekor’s
offer, Iteris’
response and
Rekor’s
reply to the response dated
February 27, 2021.
About Rekor Systems, Inc.
Rekor
(Nasdaq: REKR) is a Maryland-based company providing real-time
roadway, customer and public safety intelligence to enable
AI-driven decisions. Rekor provides customers with actionable,
real-time mobility and vehicle recognition data and software to
support faster, smarter decisions that lead to better outcomes.
Rekor is transforming industries like Public Safety, Customer
Experience, and Smart Cities in more than 70 countries across the
globe with smarter, quicker, cost-competitive vehicle recognition
solutions for security, revenue discovery and recovery, public
safety, electronic toll collection, brand loyalty, parking
operations, logistics, and traffic management. We harness the power
of artificial intelligence to analyze video streams and use it as
the engine for products and services that are transforming
government and commercial operation. Our machine learning software
can turn most IP cameras into highly accurate and affordable
vehicle recognition devices used to help protect lives, increase
brand loyalty, and enhance operations and logistics, without the
need to install expensive new infrastructure. We make what was once
considered impossible, possible. To learn more please visit our
website: https://rekor.ai.
Additional Information
This
communication does not constitute an offer to buy or solicitation
of an offer to sell any securities. This communication relates to a
proposal which Rekor has made for a business combination
transaction with Iteris. In furtherance of this proposal and
subject to future developments, Rekor (and, if a negotiated
transaction is agreed, Iteris) may file one or more registration
statements, proxy statements, tender or exchange offer statements,
prospectuses or other documents with the SEC. This communication is
not a substitute for any proxy statement, registration statement,
tender or exchange offer statement, prospectus or another document
Rekor or Iteris may file with the SEC in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF REKOR AND
ITERIS ARE URGED TO READ ANY SUCH PROXY STATEMENT, REGISTRATION
STATEMENT, TENDER OR EXCHANGE OFFER STATEMENT, PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy
statement or prospectus (if and when available) will be delivered
to shareholders of Iteris or Rekor, as applicable. Investors and
security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by Rekor through the website maintained by the SEC
at http://www.sec.gov.
Forward-Looking Statements
This
press release includes statements concerning Rekor Systems, Inc.
and its future expectations, plans and prospects that constitute
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. For this purpose,
any statements that are not statements of historical fact may be
deemed to be forward-looking statements. In some cases, you can
identify forward-looking statements by terms such as "may,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential," or "continue," by the negative of these
terms or by other similar expressions. You are cautioned that such
statements are subject to many risks and uncertainties that could
cause future circumstances, events, or results to differ materially
from those projected in the forward-looking statements, including
the risks that actual circumstances, events or results may differ
materially from those projected in the forward-looking statements,
particularly as a result of various risks and other factors
identified in our filings with the Securities and Exchange
Commission. Important factors that could have such a result include
a decline or weakness in general economic conditions, an outbreak
of hostilities, the ongoing pandemic and responses thereto related
to COVID-19, a decline or volatility in the securities markets or
regulatory changes or other adverse developments with respect to
the markets for the Company’s products and services or an
inability to obtain adequate financing. All forward-looking
statements contained in this press release speak only as of the
date on which they were made and are based on management's
assumptions and estimates as of such date. We do not undertake any
obligation to publicly update any forward-looking statements,
whether as a result of the receipt of new information, the
occurrence of future events, or otherwise.
Media
Contact:
Robin
Bectel
REQ for
Rekor Systems
rekor@req.co
Investor
Contact:
Charles
Degliomini
Rekor
Systems, Inc.
cdegliomini@rekor.ai
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