Form 8-K/A date of report 02-14-24 true 0001697851 0001697851 2024-01-02 2024-01-02

 

 

 

 

 

 

Date of Report (Date of earliest event reported): January 2, 2024

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

On January 3, 2024, Rekor Systems, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”), disclosing, among other things, that on January 2, 2024, the Company acquired All Traffic Data Services, LLC, a Colorado limited liability company (“ATD”), pursuant to that certain Interest Purchase Agreement (the “Purchase Agreement”), dated as of January 2, 2024, by and among the Company, ATD and All Traffic Holdings, LLC. Under the terms of the Purchase Agreement, the Company acquired all of the issued and outstanding limited liability company interests of ATD (the “ATD Acquisition”).

 

 

This amendment to the Original 8-K (the “Amendment”) is being filed for the purpose of satisfying the Company’s undertaking to file the financial statements and pro forma financial information required by Item 9.01 of Form 8-K, and this Amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.

 

 

 

The audited consolidated financial statements of ATD for the year ended December 31, 2022 and the unaudited consolidated financial statements for the nine months ended September 30, 2023 and the related notes are attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

 

Unaudited pro forma condensed combined financial statements, which include a pro forma condensed combined balance sheet as of September 30, 2023 and pro forma condensed combined statements of operations for the year ended December 31, 2022 and the nine months ended September 30, 2023 and the notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference.

 

 

 

 

 

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.