0001654954-21-002169.txt : 20210301 0001654954-21-002169.hdr.sgml : 20210301 20210301083102 ACCESSION NUMBER: 0001654954-21-002169 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210301 DATE AS OF CHANGE: 20210301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITERIS, INC. CENTRAL INDEX KEY: 0000350868 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 952588496 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08762 FILM NUMBER: 21693953 BUSINESS ADDRESS: STREET 1: 1700 CARNEGIE AVENUE STREET 2: SUITE 100 CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 949-270-9400 MAIL ADDRESS: STREET 1: 1700 CARNEGIE AVENUE STREET 2: SUITE 100 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: ITERIS HOLDINGS INC DATE OF NAME CHANGE: 20031107 FORMER COMPANY: FORMER CONFORMED NAME: ODETICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rekor Systems, Inc. CENTRAL INDEX KEY: 0001697851 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 815266334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 7172 COLUMBIA GATEWAY DRIVE STREET 2: SUITE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4107620800 MAIL ADDRESS: STREET 1: 7172 COLUMBIA GATEWAY DRIVE STREET 2: SUITE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: Novume Solutions, Inc. DATE OF NAME CHANGE: 20170210 425 1 rekr_8k.htm CURRENT REPORT rekr_8k
 

 
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): March 1, 2021
____________________
 
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.)
 
 
 
7172 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 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
 
Exhibit No.  
  
Description
  
Press Release dated March 1, 2021
 
 
 
 
 
 
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: March 1, 2021
/s/ Robert A. Berman
 
 
Name:  Robert A. Berman
Title:    President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
EX-99.1 2 rekr_ex991.htm PRESS RELEASE DATED MARCH 1, 2021 rekr_ex991
 

 
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