Rekor Systems, Inc. — Form 8-K

Rekor Systems filed a Delaware Court of Chancery complaint on October 16, 2026 against former director Viraj Mehta, alleging he breached fiduciary duties by: (1) falsely claiming familiarity with Anson Fund (the financing buyer) when he had learned of it only the evening before the vote; (2) concealing that his fund Arctis planned to distribute its entire ~12.3 million Rekor shares (9% of company) post-lockup while keeping $5 million in secured revenue notes; (3) failing to disclose these conflicts while steering the Board toward the Anson deal. The financing closed December 16, 2025 with Anson purchasing 8,571,428 units at $1.75 for $15M, issuing seven-year warrants and imposing restrictions including a variable-rate ban and 30% participation right through December 2027. Rekor claims Anson sold all common stock within Q1 2026 and Arctis distributed shares on March 25, 2026 (the record date), both creating selling pressure and preventing quorum at annual meetings.