Form 8-K - Current report

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): February 6, 2024

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 8.01

Other Events.

On February 6, 2024, Rekor Systems, Inc. posted a corporate investor presentation to its website (the “Presentation”). The Presentation is intended to be used by the Company in future investor meetings. A copy of the Presentation is attached hereto as Exhibit 99.1, and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and the Presentation 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 and Presentation 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. We undertake 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


Exhibit No.		Description

99.1		Corporate Investor Presentation as of February 6, 2024.

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: February 6, 2024	/s/ Robert A. Berman
	Name:	Robert A. Berman
	Title:	Chief Executive Officer

Exhibit 99.1 W I N T E R 2024 Privileged and Confidential

Company Disclosure Statement This presentation 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. All forward-looking statements contained in this presentation 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. All trademarks, service marks, and trade names of Rekor Systems, Inc., and/or its subsidiaries and afﬁliates (collectively, “Rekor”), used herein are trademarks, service marks, or registered trademarks of Rekor. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners. Use of Projections This presentation contains projected financial information with respect to Rekor. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the projected financial information. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such information will be achieved. Rekor’s independent auditor has not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, has not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Financial Information The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in future filings made by Rekor with the SEC.

Our Mission Drive the world to be safer, smarter, and greener

Established and Proven Leadership Team Robert Berman Eyal Hen David Desharnais Founder & Chief Chief Financial President and Chief Executive Officer Officer Operating Officer Joined 2018 Joined 2019 Joined 2022 Michael Charles Dunbar Degliomini Chief Revenue Executive Vice President, Officer Government Affairs 140+ Years of Unparalleled Experience at Industry-Leading Organizations

Rekor At-a-Glance Market Leader with Excellent Growth Analytics to Digitize Roadways (1) Rekor collects, connects, and organizes the world’s mobility 91%+ 75%+ $35M+ data to deliver analytics on vehicles, roadway safety, traffic flows, and license plate information — providing a digital 2020A – 2024E 2023E YoY 2023E Revenue CAGR Revenue Growth Revenue operating system for roadways and public infrastructure Innovative Edge Data Collection Solutions Rekor captures comprehensive roadway intelligence to Robust Customer KPIs provide real-time and predictive insights to public and private sector entities on roadway behaviors, risks, and issues 96%+ 7.7x Multi-Year 2023E Gross Average 2023E Key Customer Use Cases Revenue Retention Contract Length LTV / CAC Rekor’s roadway intelligence solutions service law enforcement, engineering & planning, and emergency incident responders for situation awareness, rapid response, and resiliency that promotes Scaled Player in Growing Market and enhances public safety, equity, and sustainability for all (2) 300+ 15+ $93B+ Millions of Proprietary Data Points Global Office Total Addressable Rekor’s data collection is gathered via Rekor Edge devices, as Employees Locations Market well as through a broad range of other data collection modalities, making Rekor device agnostic to collect the most relevant data (1) Represents pro forma revenues excluding divested assets. (2) KPMG market study.

Limited and Slow Traffic Data Collection Directly Harms Citizen Well-Being Incomplete data sources, limited connectivity between key stakeholders, and antiquated technology are driving increased congestion, slower emergency response, and restricted funding Outdated Emergency Insufficient Public Minimal Vehicle Obsolete & Unsafe Traffic Situation Reporting Infrastructure Identification & Tracking Measurement Systems • Legacy reporting infrastructure • U.S. public infrastructure received • Promoting public safety through • Deployment of various traffic (1) relies on high-latency reporting a C- rating license plate tracking is limited to measurement systems requires for emergency situations• Broken systems in place under- citizen reporting or other high- construction zone standup which • Reduced ability to determine report & delay reporting of traffic latency systems; this has several causes numerous fatalities every location of incidents volume which limits federal consequences such as increased year funding awards uninsured drivers on the road Every day, public safety is at risk due to insufficient federal investment in roadway maintenance, outdated and limited traffic data collection methods, inadequate vehicle identification reporting systems, and delayed responses to emergency situations (1) American Society of Civil Engineers (ASCE)’s Report Card for America’s Infrastructure (2021).

Rekor Accurately Collects Critical Roadway Data Leveraging innovative technology to collect real-time, relevant information for customers Capture comprehensive vehicle characteristics High-speeds, day/night, adverse weather, multiple lanes, color, make, model, state of origin, vehicle unique signature, and direction of travel Video record with every read & advanced search Each plate read has an associated video clip that is stored for up to 60 days with the ability to search for partial tags or vehicle characteristics Real-time alerting Because plate reads are processed on-device, the system generates real-time alerts which accelerates response time Federated peer-to-peer network Agencies can securely create local, regional, state or global peer-to-peer sharing with click of mouse Thousands Millions Billions Trillions Of Collection Sites Of Vehicles Identified Of Miles Covered Of Data Points Note: Metrics represent Company estimates.

Analyzing & Transforming Roadway Data via Rekor One® into Actionable Insights Source & Manage a Ingest, Process, and Wide Variety of Data Transform Information Sensors Edge Devices CCTV Vehicles DMS Signs + Many More CAD Systems Smart City / GovTech AI/ML GPS + IoT Temporal Loc. 5G Networks Edge/Cloud Compute Collect Information Automated Intelligence From Any Source Platform Built for Scale

Delivering Critical Value Across Use Cases Massive embedded opportunity within existing public safety, transportation, and mobility segments Public Safety & Licensing Transportation Management Urban Mobility Vehicle Identification Software Licensing Incident Identification and Response Traffic Data Collection and Studies Vehicle Vehicle Vehicle Third-Party Data AI Incident Incident Vehicle Public Speed Classification Volumes Integration Detection Management Identification Safety Various Traffic Electric Emission Cross-Agency In-Vehicle Tolling Public Notice Various Studies Vehicles Estimates Collaboration Communications Solutions Integrations Commercial Uses (1) (2) (3) (3) (4) (4) ~40% ~48% ~23 min. ~49% 99%+ 95%+ Reduction in Decrease Faster Response More Count Class Uninsured Vehicles in Crime Than 911 Identified Incidents Accuracy Accuracy (1) Oklahoma Uninsured Vehicle Enforcement Diversion (UVED) Program. (2) Mt. Juliet Police Department. (3) “23 min.” is an approximation from, while “49%” represents an average from Nevada Regional Traffic Center (RTC), TXDOT, and multiple others. (4) Compared to “ground-truth” studies / human-based annotation. KPIs Use Cases Products

Leveraging Rekor Solutions to Build a Safer, Smarter, and Greener World Delivering a safer world for citizens while enhancing public infrastructure and planning Enables law enforcement to Identifies more incidents and Provides traffic pattern analysis for more accurately track vehicles enables optimized congestion and identification of electric charge and license plate data for dispatch of emergency services to stations, C02 emissions tracking via criminal activity, uninsured specific locations much more proprietary data collection, and motorists, and cross-agency quickly, saving lives and improving enhanced planning & engineering collaboration/sharing health outcomes for public infrastructure

Public and Private Sector Customers Trust Rekor Established as a go-to source for roadway analytics and custom reporting Customers By The Numbers 96%+ Multi-Year 500+ Public & Private 2023E Gross Typical 2023E Sectors Served Revenue Retention Contract Length Software Customers

Delivering High ROI Solutions for the Texas Department of Transportation Austin Rekor Command™ was deployed for the Texas Department of Transportation Austin resulting in outstanding ROI metrics and expansion into additional districts spanning the state March - August 2023 Results 11 min. 70% 34% Median faster Of new incidents were Rekor uniquely detection of incidents verified by operators identified incidents Potential Impact Rekor Incidents Verified by Operators 1,683 (1) 29% reduction in chance of secondary crashes 920 (1) 44 min. average time for traffic to return to normal 763 (1) $8M reduction in direct cost to Texas Department of Transportation Austin per year March - April 2023 May - June 2023 July - August 2023 Rekor Command™ detects more incidents, faster, resulting in greater response time, less congestion, and ultimately lower fatality rates (1) TXDOT Reported Results – 2023

Federally Mandated Traffic Studies are More Pervasive Than Ever (1) Millions of permanent & short-term traffic data studies across 4.2 million miles Current methods are costly, outdated, unsafe, Comprehensive coverage to disconnected, and ripe for displacement by non-intrusive AI provide customers with essential insights Texas Maryland Manual counters Pneumatic tubes New Jersey Nationwide Legacy radar systems Loops and sensors (1) Company estimate.

Massive Untapped Market Opportunity $93B+ intelligent infrastructure market supported by favorable industry tailwinds (1) Global TAM by Region ($B) Market Overview Canada Massive target market of established government budgets for (2) Australia $148 millions of traffic studies per year presents massive, ongoing Europe whitespace and greenfield opportunity $127 US Market $29 $108 Infrastructure bill provides significant tailwind to established Rest of Global Market $25 budgets and opens up government spending to additional analytics $93 $21 opportunities $80 $50 $18 $68 $43 $16 $36 $31B U.S. TAM with more than $62B of untapped market potential $13 $31 in international markets for Rekor $27 $23 $65 $55 $47 U.S.’s public infrastructure received a C- rating and is in dire need of $41 $35 $30 information for where to deploy capital to ensure citizen safety and appropriately accommodate traffic flow 2021 2022 2023 2024 2025 2026 3.2 trillion fleet $11.1 billion market th 13 in overall quality $1.2 trillion domestic miles traveled in U.S. for multi-purpose IoT (3) (4) of U.S. infrastructure infrastructure bill (5) (6) unlocks vast insights sensors in the U.S. (1) KPMG Market Study. (2) Company estimate. (3) Word Economic Forum. (4) Forbes. (5) Statista. (6) MarketsandMarkets.

Trillions of Dollars in Global Public Infrastructure Spend Ready for Capture Led by $1.2T U.S. bill, influx of government capital allocates trillions to improve & modernize infrastructure U.S. Infrastructure Investment & Jobs Act Overview $350B+ of Federal Spending Applicable to Rekor Surface-Transportation $284B Roads, bridges, Public transit $110 $39 Priority investments for major projects New Spending $284 billion over 5 years in: $284 transportation, including Billion roads and bridges; passenger and freight rail; airports, ports, $66 Electric-vehicle (EV) Passenger and $15 $1,200 freight rail infrastructure, and waterways; public transit; $550 buses, and transit electric vehicles; safety; and Billion Safety Airports, ports, $42 Billion $11 reconnecting communities and waterways Reconnecting $1 communities $266 $68B Billion Additionally, Rekor expects to be able to tap into the ~$68 Environmental $47 billion allocated to core Resiliency infrastructure, including Core Infrastructure environmental resiliency Remediation $21 ($47B) and remediation Investments The act allocates an estimated $1.2 trillion in total funding over investments ($21B) ten years, including $550 billion in new spending Investments Will Accelerate Public Infrastructure Software Adoption Meet data-driven grant Aging infrastructure More & increasingly complex Required ESG assessments & requirements requires digital methods urban environments environmental studies ✓✓✓✓

Thoughtful Approach to Product has Separated Rekor From the Competition Rekor’s Right-to-Win Solutions, Not Just Data Unique ability to transform massive data flows into actionable insights Single Source The most comprehensive product suite serves a wide range of customer needs under one roof Cross-Agency Functionality Building Rekor into agency workflows allows various agencies to deploy quickly at scale to improve safety, equity, and sustainability Higher Accuracy & Vehicle Capture Rekor offers more parameters than competitors to gather critical data while AI continuously enhances ability to recognize attributes and add new elements Privacy & Security Industry leading technologies and standards to Point Breadth and Depth of Solution Portfolio Comprehensive protect data from unauthorized access or use Solutions Public Safety Urban Mobility (AI) Transportation Management Smaller Relative Scale Larger

Continuing Data Capability Expansion via Partner Network Industry’s largest volume, variety, and velocity of aggregated roadway data Datasets Sourced and Managed: • In-road sensors • CCTV, Radar/Lidar, Controllers • DMS signs • CAD systems • ATMS systems • ICM/DSS • Connected vehicles • Electric vehicles • Probe data • Fleet telematics • Construction zones • Weather • Event attendance …And much more…

Rekor’s Single Source Collection Creates Data for Many Use Cases Multi-purpose data collection devices gather critical information and offer expansion potential into a wide array of ESG use cases Massive data lake powered by proprietary AI, data visualization, and algorithms… Thousands Millions Billions Trillions Of Data Points Of Data Collection Sites Of Vehicles Identified Of Miles Served …Serves as the foundation for expansion into a wide multitude of future possibilities Massive opportunity Insurance Utilities Energy across 14+ Provide critical roadway analytics to Provide traffic flow and incident data Provide analytics to inform fuel demand additional inform risk assessment, premiums, and to drive infrastructure planning, forecasting, service station placement for claims investigation coordinate emergency response, and gas and electric, and optimize resource industries identify outages distribution Note: Metrics represent Company estimates.

Highly Compelling Financial Profile Established history of robust growth with proven M&A engine ready for additional scale (1) Leading Revenue Profile Consistent and 75%+ Robust Growth 2023E Revenue Growth 91%+ CAGR Strong Recurring Revenue 62%+ Profile and Forward Visibility L9M 3Q 2023A % Recurring Revenue $85.5M Best-of-Breed 96%+ Gross Retention 2023E Gross Revenue Retention Impressive 54%+ Gross Margins 2023E Gross Margin $35.0M 7.7x $19.9M Compelling LTV / CAC Ratio 2023E LTV / CAC $11.6M $6.4M Profitable Transition to Profitability 2020A 2021A 2022A 2023E 2024E In 2024E (1) Represents 2020A-2022A revenues, excluding divested assets for 2020 and 2021; 2023E-2024E revenues from Rekor Internal Model.

Rekor’s Investment Highlights First Mover Advantage 1 Presently own the largest footprint of connected IoT nodes in the U.S. with the goal of expanding across the nation Massive Market Market tailwinds and “once-in-a-generation” investment in transportation infrastructure. As AI market surges 2 towards ~$2.5 trillion by 2032, Rekor stands as a key player with its AI-driven solutions that cater to the growing (1) demand for smarter, more efficient technologies High Growth Potential (2) Strong market tailwinds and scaling . Rekor growth flywheel is fed by most comprehensive sets of global 3 mobility data collection, connected and transformed by AI, coupled with deep expertise all under one roof, leading to accelerated quarter-over-quarter and year-over-year performance Disruptive Technology Award winning AI/ML and proprietary technologies, and roadway intelligence solutions for smarter, safer, greener 4 roadways and communities for all. Connects physical, digital, and operational infrastructure for a single source of truth and single pane of glass for cross-agency and public-private collaborations Trusted Authority Deep subject matter and domain expertise across public safety, transportation management, and urban mobility. 5 Trusted by the world’s most demanding and influential public and enterprise clients to operate at a highly privileged position of trust and access (1) Source: https://www.precedenceresearch.com/artificial-intelligence-market. (2) Source: https://www.barchart.com/stocks/quotes/REKR/price-history/historical.

R E K O R . A I

Document and Entity Information	Feb. 06, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001697851
Document Type	8-K
Document Period End Date	Feb. 06, 2024
Entity Registrant Name	REKOR SYSTEMS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38338
Entity Tax Identification Number	81-5266334
Entity Address, Address Line One	6721 Columbia Gateway Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Columbia
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21046
City Area Code	(410)
Local Phone Number	762-0800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.0001 par value per share
Trading Symbol	REKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false