**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

 

 
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2018**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                     to                    **

**Commission File Number: 001-38338**

 

 

**RekorSystems, Inc.**

**(Exact name of registrant as specified in its charter)**

 

 

 
**Delaware** **81-5266334**
**(State or other jurisdiction of**

**incorporation or organization)**
 
**(I.R.S. Employer**

**Identification No.)**

**7172 Columbia Gateway Drive,**

**Suite 400, Columbia, MD**
 **21046****(Address of Principal Executive Offices)** **(Zip Code)**
**(410) 762-0800**

**(Registrant’s Telephone Number, Including Area Code)**

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

 

**Title of each class**
  
**Name of each exchange on whichregistered**
**Common stock, par value $0.0001 per share**  **The Nasdaq Capital Market**
**Securities Registered pursuant to Section 12(g) of the Act: None**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.    Yes  ****☐********    No  ****☒********

Indicate bycheck mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ****☐********    No  ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past90 days.    Yes  ****☒********    No  ****☐********

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles).    Yes  ****☒********    No  ****☐********

Indicate bycheck mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form10-K.  ****☐********

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
Large accelerated filer **** ☐  Accelerated filer **** ☐Non-accelerated filer **** ☒  Smaller reporting company**** ☒   Emerging growth company**** ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ****☐********

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).    Yes  ****☐********    No  ☒****

The aggregate market valueof the registrant’s voting and non-voting common stock held by non-affiliates of the registrant as of June 29, 2018 was approximately $23.7 million. 

As of August 13, 2019, the Registrant had 20,270,041 shares of common stock, $0.0001 par value per share outstanding.

 

 

 
**

**EXPLANATORY NOTE**

The sole purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend the Annual Reporton Form 10-K of Rekor Systems, Inc. (previously named Novume Solutions, Inc.) (the “Company”) as filed with the Securities and Exchange Commission on April 11, 2019 (the “OriginalFiling”) to re-file Exhibit 23.1, Consent of BD & Company, Inc., Independent Registered Public Accounting Firm (the “Auditor Consent”). The Auditor Consent filed with the OriginalFiling inadvertently omitted consenting to the incorporation by reference into the Company’s Registration Statement on Form S-3 (Registration No. 333-224423)(the “Form S-3”). This Amendment is being filed solely to provide the amended and restated Auditor Consent which includes the consent to the incorporation by reference to the Form S-3. This Amendment does not otherwise modify or update in any way the disclosures contained in the Original Filing. 

**INDEX TO EXHIBITS**

 
      **Incorporated by Reference**
**Exhibit**