5 unchanged sentences
In March 2023, the Company entered into an engagement letter with H.C.
−Removed: Wainwright & Co., LLC, ("HCW"), related to a capital raise (see NOTE 9 – STOCKHOLDERS ’ EQUITY ).
+Added: Wainwright & Co., LLC, ("HCW"), related to a capital raise.
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.
3 unchanged sentences
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.
−Removed: 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.
+Added: 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 purported fees owed as a result of the July Warrant Exercise Transaction.
HCW sought to recover compensatory and consequential damages and certain warrants under its letter agreement with Rekor and other fees, not less than a cash fee of $825,000 and the value of warrants to purchase an aggregate of up to 481,100 shares of common stock of the company at an exercise price of $2.00 per share as well as attorneys’ fees.
2 unchanged sentences
On February 29, 2024, HCW initiated the new action with the filing of complaint in New York State Supreme Court.
−Removed: In this lawsuit, HCW advances the same breach of contract theory and seeks to recover the same damages as sought in the prior now-dismissed lawsuit.
+Added: In the new action, HCW advances the same breach of contract theory and seeks to recover the same damages as sought in the prior now-dismissed lawsuit.
In addition, HCW seeks to recover an additional $2,156,000 in damages plus the value of warrants to purchase an aggregate of up to 805,000 shares of common stock at an exercise price of $3.125 per share in connection with Rekor’s February 2024 offering, which we refer to as the 2024 Public Offering.
3 unchanged sentences
In Q3 2025, Rekor resolved its claims with Armistice and came to a settlement agreement.
−Removed: The proceeds from the settlement are presented as part of other expense (income) in the condensed consolidated statement of operations.
+Added: The proceeds from the settlement are presented as part of other expense (income) in the condensed consolidated statement of operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Rekor now seeks to recover damages from HCW and HCW moved to dismiss the amended counterclaims.
13 unchanged sentences
On September 30, 2025, the OALJ issued an Order in Rekor’s favor, dismissing all aspects of Claimant’s Complaint.
−Removed: Claimant subsequently submitted a request for appellate review to the Appellate Review Board (“ARB”).
−Removed: The ARB must accept Claimant’s request for appeal in order to conduct a review of the Order.
−Removed: The ARB has not yet decided if it will accept Claimant’s request for appeal.
−Removed: Generally, the decision to conduct a review must be made within thirty (30) days of the submission of the request.
−Removed: This deadline is likely delayed/stayed by the government shutdown.
−Removed: The Company believes these claims are without merit and intends to vigorously defend itself in this administrative proceeding.
+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: The Company's response brief was filed on March 31, 2026.
+Added: Complainant filed his reply brief on April 14, 2026.
+Added: The matter has now been fully briefed before the ARB and the Company is awaiting findings from the ARB.
+Added: The Company does not know when the ARB will issue its finding.
+Added: The Company believes these claims are without merit.
+Added: The Company intends to vigorously defend itself in this lawsuit.
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.