Dilution profile // every instrument, one screen, from SEC filings

Rekor Systems, Inc. (REKR)

CIK 1697851 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3 on file 2024-07-26
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 9% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+123% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
MEDIUM~7.2 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-08-032026-05-08

Latest: 137.6M shares as of May 8, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Underwriting Agreement2025 Warrant8.6M$2.47yFV $0
The2023 Private Warrants2.9M$3.255yFV $0
Warrants Issued With2023 Promissory Notes1.0M$25yFV $0
The2023 Registered Direct Offering Warrants481,100$1.82FV $0
Hc Wainwright Warrantsnot tagged$2
The2023 Warrantsnot tagged$2FV $3.7M

Tranches exactly as the company dimensioned them in its 10-Q filed May 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 12.9M underlying shares, as reported Mar 31, 2026 (10-Q).

Reported exercise price: $2.54 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $0 as of Mar 31, 2026.

Rough fully diluted estimate: 150.5M = 137.6M O/S + 12.9M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed May 11, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding137.6MMay 8, 2026
+ Underwriting Agreement2025 Warrant (if exercised)8.6MMar 31, 2026
+ The2023 Private Warrants (if exercised)2.9MMar 31, 2026
+ Warrants Issued With2023 Promissory Notes (if exercised)1.0MMar 31, 2026
+ The2023 Registered Direct Offering Warrants (if exercised)481,100Mar 31, 2026
Fully diluted estimate150.5M+9.4% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Jul 26, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Jul 19, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Feb 27, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 1 executed · 0 registered.

EXECUTEDDec 15, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDFeb 10, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEAug 14, 2024Prospectus update — often a resale registration, not necessarily new capital424B3
EXECUTEDAug 14, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEAug 6, 2024SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEJul 30, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 26, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
REGISTEREDJul 19, 2024S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJun 26, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEJun 17, 2024SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 22, 2024S-3/A registration — capacity to sell shares, not a sale yetS-3/A
EXECUTEDMar 5, 2024Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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