Rekor Systems Inc美股招股说明书(2025-12-15版)

8,571,428 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANTTO PURCHASE ONE SHARE OF COMMON STOCK 8,571,428 SHARES OF COMMON STOCK UNDERLYING THE WARRANTS We are offering 8,571,428 units in an underwritten registered direct offering. Each unit consists of (i)one share of our common stock, par value$0.0001 per share, and (ii)a warrant to purchase one share of our common stock. The public offering price is $1.75 per unit. Each warrant has anexercise price of $2.40 per share. The warrants will be immediately exercisable and will expire seven years from the date of issuance. The shares of common stock and the accompanying warrants can only be purchased together in this offering but will be issued separately and willbe immediately separable upon issuance. This prospectus supplement also relates to the offering of the shares of our common stock issuable upon theexercise of such warrants. The units will be issued and sold pursuant to an underwriting agreement dated December13, 2025 between us and William Blair & Company,L.L.C., as representative of the underwriters named therein. See “Underwriting” in this prospectus supplement for additional information. Our common stock is listed on the Nasdaq Capital Market under the symbol “REKR.” On December12, 2025, the last reported sale price of ourcommon stock on the Nasdaq Capital Market was $1.75 per share. There is no established public trading market for the warrants, and we do not expect amarket to develop. We do not intend to list the warrants on the Nasdaq Capital Market, any other national securities exchange or any other recognized We are a smaller reporting company under Rule 405 of the Securities Act of 1933, as amended, and, as such, have elected to comply with certainreduced public company reporting requirements for this prospectus supplement, the documents incorporated by reference herein and future filings. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-9 of thisprospectus supplement, on page 5 of the accompanying prospectus and under similar headings in the other documentsthat are incorporated by reference into this prospectus supplement and the prospectus. Offering price $1.75$Underwriting discounts and commissions(1)$0.0875$ (1)We have agreed to reimburse the underwriters for certain expenses of the offering. See “Underwriting” on page S-24 of this prospectussupplement for additional information regarding underwriting compensation. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, ordetermined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is acriminal offense. Sole Book-Running Manager William Blair The date of this prospectus supplement is December13, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageS-1S-2S-7S-9S-11S-13S-14S-15 About this Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk Factors PROSPECTUS About this ProspectusAbout Rekor Systems, Inc.Risk Factors i15678 Description of WarrantsDescription of Subscription RightsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have notauthorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, our securitiesonly in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus supplement or the No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession ordistribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of thisprospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT On July26, 2024, we filed with the Securities and Exchange Commission (“SEC”), a registration statement on Form S-3 (FileNo.333-281042) using a “shelf” registration process relating to the securities described in this prospectus supplement, which registration statement wasdeclared effective on August6, 2024. Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and into the accompanyingprospectus. The second part, the accompanying p