What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-25 · 28 added, 31 removed, 124 unchanged (32% of the section changed)

4 unchanged sentences

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Based on management’s review, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2023.

Based on management’s review, our Interim President and Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2024.

Management ’ s Report on Internal Control Over Financial Reporting

6 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Under the supervision and with the participation with our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Under the supervision and with the participation with our management, including our Interim President and Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

2 unchanged sentences

This Annual Report does not include an attestation report of our independent registered public accounting firm because non-accelerated filers are not required to provide such a report.

Remediation of Previously Identified Material Weakness

Management identified a material weakness during its assessment of internal controls over financial reporting in our Quarterly Report on For 10-Q for the quarter ended March 31, 2024.

Specifically, because of the initial accounting treatment related to the acquisition of ATD, we concluded that our controls to address the risks associated with significant and unusual transactions and their impact to our financial reporting were not effectively designed or maintained.

Management improved its process around significant and unusual transactions to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting and tax standards.

To further strengthen our internal controls, we modified our management review controls over significant and unusual transactions to engage our accounting and tax experts prior to our reporting deadlines to assist in identifying the implications of transactions deemed to be significant and unusual that occurred during the applicable period.

During the year ended December 31, 2024, we completed our testing of the design and operating effectiveness of the implemented controls and determined them to be effective.

As a result, we have concluded that our material weaknesses have been remediated as of December 31, 2024.

Changes to Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for the remediation of a material weakness identified in Q1 2024, described above, no other changes in internal control over financial reporting occurred during 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

OTHER INFORMATION

No Rule 10b5 - 1 plans were adopted by insiders in Q4 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS .

2 unchanged sentences

Executive Officers and Directors

The information required by this item will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2023 annual meeting of stockholders, or the Proxy Statement, which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2023, under the captions "Information about the Board of Directors and Committees," "Election of Directors" and "Executive Officers" and is incorporated in this report by reference.

The information required by this item will be contained under the captions "Information about the Board of Directors and Committees," "Election of Directors" and "Executive Officers" in our definitive proxy statement to be filed with the SEC in connection with our 2025 annual meeting of stockholders, (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2024, and is incorporated in this report by reference.

Code of Ethics

22 unchanged sentences

FurnishedHerewith

Second Amended and Restated Agreement and Plan of Merger dated July 12, 2017, by and among Novume Solutions, Inc., KeyStone Solutions, Inc., Brekford Traffic Safety, Inc., KeyStone Merger Sub, LLC, and Brekford Merger Sub, Inc.

Amended and Restated Certificate of Incorporation of Novume Solutions, Inc.

3 unchanged sentences

Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rekor Systems, Inc., dated March 18, 2020

Third Certificate of Amendment to Amended and Restated Certificate of Incorporation of Rekor Systems, Inc.

as filed with the Secretary of the State of Delaware on April 22, 2024

Amended and Restated Bylaws of Rekor Systems, Inc.

Form of Common Stock Purchase Warrant issued by Novume Solutions, Inc.

on January 25, 2017

Form of Common Stock Purchase Warrant issued by Novume Solutions, Inc.

on January 25, 2017

Unsecured Subordinated Promissory Note issued to Harry Rhulen by Novume Solutions, Inc.

on September 29, 2017

Unsecured Subordinated Promissory Note issued to Suzanne Loughlin by Novume Solutions, Inc.

on September 29, 2017

Unsecured Subordinated Promissory Note issued to James Satterfield by Novume Solutions, Inc.

on September 29, 2017

Unsecured Subordinated Promissory Note issued to Lancer Financial Group, Inc.

by Novume Solutions, Inc.

on September 29, 2017

Form of Warrant (January 2023)

Form of Senior Secured Note (January 2023)

Form of Pre-Funded Common Stock Purchase Warrant (March 2023)

Form of Common Stock Purchase Warrant (March 2023)

6 unchanged sentences

2017 Equity Award Plan of Novume Solutions, Inc.

(as amended and restated as of September 14, 2021)

Assignment and Assumption Agreement, dated as of October 1, 2017, by and between KeyStone Solutions LLC and Novume Solutions, Inc.

(as amended and restated as of April 18, 2024)

Form of Rekor Systems, Inc.

7 unchanged sentences

Restricted Stock Unit Agreement

First Amendment to Note Purchase Agreement, dated March 26, 2020, by and among the Company, the Purchasers from time to time party thereto and the Agent.

Limited Waiver, dated as of March 26, 2020, by and among the Company and the undersigned Purchasers.

Share Purchase Agreement, dated August 6, 2021, by and among Rekor Systems Inc., Waycare Technologies Ltd., the sellers named therein, and Shareholder Representative Services LLC, solely in its capacity as representative of the sellers.

Securities Purchase Agreement, dated as of January 18, 2023, by and among the Company and the investors party thereto

5 unchanged sentences

and William Blair & Company, L.L.C., as representative of the several underwriters named therein

Pre-Paid Advance Agreement, dated as of August 14, 2024, by and between Rekor Systems, Inc.

and YA II PN, Ltd.

Amendment No.

1 to Prepaid Advance Agreement, dated as of October 22, 2024, by and between Rekor Systems, Inc.

and YA II PN, Ltd.

At Market Issuance Sales Agreement, dated as of February 10, 2025, by and between Rekor Systems, Inc.

and Northland Securities, Inc.

Subsidiaries of Rekor Systems, Inc.

19 unchanged sentences

/s/ Robert A.

Chief Executive Officer

Interim President Chief Executive Officer and Chairman of the Board

Principal Executive Officer

4 unchanged sentences

/s/ Robert A.

Chief Executive Officer

(Principal Executive Officer), Chairman of the Board and Director

Interim President and Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

March 31, 2025

2 unchanged sentences

March 31, 2025

/s/ Glenn Goord

March 25, 2024

/s/ Paul de Bary

11 unchanged sentences

March 31, 2025

/s/ Anne Townsend

Anne Townsend

/s/ Glenn Goord

March 31, 2025

/s/ Viraj Mehta

March 31, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures