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.
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.
