4 unchanged sentences
It is the Company’s opinion that the outcome of these proceedings, individually and collectively, will not be material to the Company’s consolidated financial statements as a whole.
−Removed: H.C Wainwright & Co., LLC
+Added: Wainwright & Co., LLC
In March 2023, the Company entered into an engagement letter with H.C.
−Removed: Wainwright & Co., LLC, ("HCW"), related to a capital raise.
+Added: Wainwright & Co., LLC, ("HCW"), related to a capital raise (see NOTE 13 – STOCKHOLDERS ’ EQUITY ).
That letter agreement contained provisions for both a “tail” fee due to HCW for any subsequent transactions the Company may enter into during the specified tail period with investors introduced to the Company by HCW during the term of the letter, as well as a right of first refusal ("ROFR") to act as the Company's exclusive underwriter or placement agent on any subsequent financing transactions utilizing an underwriter or placement agent occurring within twelve months from the consummation of a transaction pursuant to the engagement letter.
In July 2023, the Company entered into an agreement with one of its warrant holders in connection with the exercise of warrants, which the Company refers to as the July Warrant Exercise Transaction.
−Removed: Subsequent to the July Warrant Exercise Transaction, the Company received a letter from HCW claiming entitlement to certain “tail” fees and warrant consideration stemming from the July Warrant Exercise Transaction.
+Added: Subsequent to the July Warrant Exercise Transaction, the Company received a letter from HCW claiming entitlement to certain “tail” fees and warrant consideration stemming from the agreement with the warrant holder.
The Company believed then, and believes now, that this claim is without merit.
−Removed: As a result of this claim and for other reasons articulated to HCW, the Company terminated its engagement letter with HCW, including for cause, which, the Company believes, eliminated both the “tail” provision and the ROFR provision with respect to the engagement letter.
+Added: As a result of this claim and for other reasons articulated to HCW, the Company terminated its engagement letter with HCW, including for cause, which, the Company believes, eliminated both the “tail” provision and the ROFR provision with respect to the 2023 Registered Direct Offering.
On or about October 23, 2023, HCW filed a complaint in New York State Supreme Court asserting a claim for breach of contract against the Company relating to the July Warrant Exercise Transaction.
8 unchanged sentences
After HCW and Armistice moved to dismiss Rekor’s counterclaims, Rekor filed amended counterclaims on October 1, 2024.
−Removed: Rekor seeks to recover damages from HCW and Armistice.
−Removed: HCW and Armistice have now moved to dismiss the amended counterclaims.
−Removed: Those motions are pending.
−Removed: Discovery is ongoing in the matter.
−Removed: The Company believes HCW's claims are without merit.
−Removed: The Company intends to vigorously defend itself in this lawsuit.
+Added: In Q3 2025, Rekor resolved its claims with Armistice.
+Added: The proceeds are presented as part of other expense (income) in the condensed consolidated statement of operations.
+Added: Rekor now seeks to recover damages from HCW and HCW moved to dismiss the amended counterclaims.
+Added: The Court granted HCW’s motion to dismiss Rekor’s counterclaims.
+Added: Rekor has filed a notice of appeal of that ruling.
+Added: The Company believes HCW's claims are without merit and intends to vigorously defend itself in this lawsuit.
Occupational Safety and Health Administration ( “ OSHA ” ) Claim
6 unchanged sentences
On January 4, 2024, the Office of Administrative Law Judges (“OALJ”) processed the appeals and issued its Notice of Docketing and Order of Consolidation.
−Removed: On February 28, 2024, the OALJ issued an Order setting forth a revised schedule governing the case with the start of the hearing scheduled for March 3, 2025.
−Removed: In advance of the March 3, 2025 hearing, the parties agreed to bifurcate the matter into two separate hearings.
−Removed: The first hearing from March 3-5, 2025 was set to address liability and the second from April 24-25, 2025 was set to address damages.
−Removed: The parties were able to settle the claim filed by one employee in advance of the March 3, 2025 hearing.
−Removed: The hearing did proceed for the claim filed by another employee.
−Removed: The Court did not make a finding on liability at the hearing.
−Removed: The Court has requested that the parties prepare and submit post-hearing briefs on or before April 19, 2025.
−Removed: The Company does not know when the Court will make its findings after the receipt of the briefs.
−Removed: The parties are next set to appear before the Court on April 24-25, 2025 to address damages.
+Added: The parties were able to settle the claim filed by one employee in advance of a March 3, 2025 hearing scheduled by the OALJ.
+Added: After the hearing, at the Court's request, the parties submitted post-hearing briefs in April 2025.
+Added: On September 30, 2025, the OALJ issued an Order in Rekor’s favor, dismissing all aspects of Claimant’s Complaint.
+Added: On November 24, 2025, the Appellate Review Board ("ARB") served a Notice of Appeal Acceptance and indicated they accepted the matter for review.
+Added: They subsequently set a briefing schedule for the parties.
+Added: Complainant’s brief was filed on January 22, 2026.
+Added: Our brief is due on March 31, 2026.
+Added: Complainant then has fourteen (14) days from the submission of our brief to file a reply.
The Company believes these claims are without merit.
3 unchanged sentences
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.