Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 28, 2020, the Board of Directors (the "Board") of Rekor Systems, Inc.
(the "Company") adopted resolutions of the Board to ratify, approve and
recommend stockholder approval of an amendment to the Company's Amended and
Restated Certificate of Incorporation, as previously amended, to revise Article
IV, Section 4.1 thereof in order to effect an increase in the authorized number
of shares of the Company's Common Stock, par value $0.0001 per share, from
30,000,000 to 100,000,000 (the "Amendment"). On February 21, 2020, the Company
received approval of the Amendment by written consent in lieu of a meeting from
the holders of a majority of issued and outstanding shares of the Company's
Common Stock. The holders of the Company's Series A Preferred Stock and Series B
Preferred Stock were not entitled to vote on the Amendment.
The Amendment is described in the Company's Definitive Information Statement
filed with the Securities and Exchange Commission on February 21, 2020 (the
"Information Statement"). This description of the Amendment is qualified in its
entirety by reference to the text of the Second Certificate of Amendment of the
Amended and Restated Certificate of Incorporation, as previously amended (the
"Certificate of Amendment"), which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The Amendment became
effective upon filing the Certificate of Amendment with the Secretary of State
of the State of Delaware on March 18, 2020
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed herewith:
ExhibitNumber Description
3.1 Second Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Rekor Systems, Inc., dated March
18, 2020.
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