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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): July 17, 2026
Red
Cat Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40202 |
|
88-0490034 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2800
S West Temple, Suite 5
South
Salt Lake, UT |
|
84115 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (800) 466-9152
Not
Applicable
(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, par value $0.001 |
|
RCAT |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On
July 17, 2026, the Board of Directors (the “Board”) of Red Cat Holdings, Inc. (the “Company”) determined to terminate
Geoffrey Hitchcock, Chief Revenue Officer of the Company, effective on July 23, 2026 (the “Termination Date”). The Board
determined that grounds existed for “Cause” under Section 11(c) of Mr. Hitchcock’s Executive Employment Agreement (the
“Employment Agreement,” incorporated by reference into this report as Exhibit 99.1), following a hearing process described
in Section 11(c)(2) of the Employment Agreement. Based on the Board’s for-cause determination, the Company communicated to Mr.
Hitchcock that he is not entitled to any severance benefits or acceleration of vesting of equity awards except for salary and benefits
earned through the Termination Date.
Item
8.01 Other Events.
Following
communication of the Board’s determination to Mr. Hitchcock, on July 21, 2026, Mr. Hitchcock filed a civil complaint against the
Company alleging, among other things, retaliatory termination in violation of New York and Oregon law, breach of contract, and breach
of the implied covenant of good faith and fair dealing, and seeking compensatory and other damages in an unspecified amount. The Company
believes the claims are without merit, intends to defend itself vigorously, and will evaluate potential counterclaims against Mr. Hitchcock.
Item 9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Executive Employment Agreement effective October 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2024) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
RED
CAT HOLDINGS, INC. |
| |
|
|
| Dated:
July 22, 2026 |
By: |
/s/
Christian Morrison |
| |
Name: |
Christian
Morrison |
| |
Title: |
Chief
Financial Officer |
