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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 7, 2025
AIRO
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42600 |
|
88-0812695 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
5001
Indian School Road NE, Suite 100
Albuquerque,
New Mexico |
|
87110 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (505) 338-2343
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.000001 par value per share |
|
AIRO |
|
Nasdaq
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01
Other Events.
On
September 10, 2025, AIRO Group Holdings, Inc. (the “Company”) announced the pricing of an underwritten public offering of
4,200,000 shares
of common stock at a public offering price of $18.50 per
share (the “Offering”). The Company has granted the underwriters in the Offering a 30-day option to purchase up to an additional
630,000 shares
of its common stock (solely to cover over-allotments, if any) at the public offering price, less underwriting discounts and commissions
(the “Option”).
The
Company currently intends to use the net proceeds from the Offering (i) primarily to fund growth initiatives and pursue opportunistic
acquisitions of complementary businesses, products, services or technologies that align with the Company’s strategic objectives
and (ii) to repurchase 978,000 shares of common stock held by certain existing stockholders of the Company (the “Stock Repurchase”),
including certain of the Company’s directors and executive officers and their affiliates, in privately negotiated transactions
at a price per share equal to the public offering price per share of common stock in the Offering, less the underwriting discounts and
commissions and any withholding taxes, pursuant to the terms of a stock purchase agreement, dated September 7, 2025, among the Company
and the stockholders named therein (the “Repurchase Agreement”). In addition, if the underwriters exercise the Option, the
Company intends to use a portion of the net proceeds to repurchase up to an additional 138,312 shares from such stockholders in
the Stock Repurchase pursuant to the Repurchase Agreement.
The
closing of the Stock Repurchase is contingent on, and is expected to occur immediately following, the closing of the Offering. The closing
of the additional Stock Repurchase is contingent on, and is expected to close immediately following, the closing of the Option. The Repurchase
Agreement and the Stock Repurchase were reviewed and approved by the audit committee of the Board of Directors of the Company, which
is charged with reviewing related party transactions, and is composed of three independent and disinterested directors.
The
Company cannot provide any assurance that the Offering or the Stock Repurchase will occur on the terms described herein, or at all. This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company
in the Offering or the Stock Repurchase, nor shall there be any sale of any such securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state
or other jurisdiction.
Forward-Looking
Statements
The
statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements. You can identify
forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,”
“should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,”
or similar expressions which concern the Company’s strategy, plans, projections or intentions. These forward-looking statements
may be included throughout this Current Report, and include, but are not limited to, statements relating to the expected use of proceeds
from the Offering and the expected closings of the Offering and Stock Repurchase. By their nature, forward-looking statements are not
statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in
circumstances that are difficult to predict or quantify. The Company’s expectations, beliefs and projections are expressed in good
faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations,
beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the
forward-looking statements. Any forward-looking statement in this Current Report speaks only as of the date of this report. The Company
undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments
or otherwise, except as may be required by any applicable securities laws.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
AIRO
GROUP HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Dr. Mariya Pylypiv |
| |
|
Dr.
Mariya Pylypiv |
| |
|
Chief
Financial Officer |
Dated:
September 11, 2025
