[8-K] Red Cat Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Red Cat Holdings (RCAT) held its 2025 Annual Meeting of Stockholders on June 18, with 50,411,836 shares represented out of 90,514,996 total outstanding shares. The meeting included three key proposals:

1. Board Election Results:

• Jeffrey M. Thompson received strongest support with 22,060,730 votes in favor
• Other directors (Freedman, Funk II, Liuzza Jr., and Moe) received between 9.3-10 million votes each
• Significant broker non-votes of approximately 27.8 million for all candidates

2. Auditor Appointment: Shareholders strongly approved dbbmckennon as independent auditor with 49,006,127 votes in favor.

3. Share Issuance Approval: Stockholders approved issuance of common stock to Lind Global Asset Management XI LLC and X LLC for convertible notes and warrants, with 21,201,292 votes in favor versus 1,119,721 against.

Positive

• Shareholders approved the issuance of shares related to convertible notes and warrants to Lind Global Asset Management, indicating access to additional capital financing
• Strong shareholder participation with over 55% of outstanding shares represented at Annual Meeting (50.4M of 90.5M shares)

Negative

• Significant shareholder dissent for four board members (Freedman, Funk, Liuzza, and Moe) with each receiving over 12.5M votes withheld, representing more than 55% of votes cast excluding broker non-votes

Insights

Corporate Governance Analyst

Annual meeting reveals significant shareholder dissent toward four directors, while approving convertible share issuance despite opposition.

The 2025 annual meeting results reveal notable shareholder dissatisfaction with Red Cat's board. While CEO Jeffrey Thompson received strong support (22,060,730 votes), the remaining four directors faced substantial opposition, securing only about 43-45% of votes cast. This level of dissent signals serious governance concerns, as directors typically receive much higher approval rates in uncontested elections.

The ratification of auditor dbbmckennon passed comfortably with 97% support, which is standard for routine proposals. However, the approval of share issuance related to convertible notes and warrants for Lind Global entities passed with only about 94% of votes cast (excluding broker non-votes), indicating some investor concern about potential dilution. The proposal authorizes all shares that are or may become issuable under these financial instruments.

The meeting had approximately 56% shareholder participation (50,411,836 shares represented out of 90,514,996 outstanding), which is relatively standard. Notably, a significant portion of shares (over 27 million) were broker non-votes on non-routine matters, suggesting substantial retail investor ownership who didn't provide voting instructions. The significant opposition to four directors while supporting Thompson points to dissatisfaction with board composition rather than management, potentially creating board dynamics challenges going forward.

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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): June 18, 2025

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.)

15 Ave. Munoz Rivera Ste 2200 San Juan, PR	00901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 466-9152

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 18, 2025, Red Cat Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 21, 2025 (the “Record Date”), there were 90,514,996 shares of common stock (the “Common Stock”) outstanding, each share being entitled to one vote. Accordingly, as of the Record Date, there were 90,514,996 votes available to be cast. At the Annual Meeting, the holders of 50,411,836 shares of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025.

Proposal 1 – Election of five directors to hold office until the Annual Meeting of Stockholders to be held in 2026 or until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.

Nominee		For			Withheld			Broker Non-Votes
Jeffrey M. Thompson		22,060,730			521,286			27,829,820
Joseph Freedman		9,992,912			12,589,103			27,829,821
General (R) Paul E. Funk II		9,486,350			13,095,665			27,829,821
Nicholas Liuzza Jr.		9,326,848			13,255,168			27,829,820
Christopher R. Moe		9,979,478			12,602,537			27,829,821

Proposal 2 – The ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For			Against			Abstentions			Broker Non-Votes
49,006,127			936,788			468,921			0

Proposal 3 – The approval of the issuance of all shares of common stock which are or may be issuable to Lind Global Asset Management XI LLC and Lind Global Asset Management X LLC pursuant to certain secured convertible notes and warrants issued to the Lind entities.

For			Against			Abstentions			Broker Non-Votes
21,201,292			1,119,721			261,002			27,829,821

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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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: June 20, 2025	By:	/s/ Christian Koji Ericson
	Name:	Christian Koji Ericson
	Title:	Chief Financial Officer

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FAQ

What were the voting results for RCAT's 2025 Annual Meeting of Stockholders?

At RCAT's 2025 Annual Meeting held on June 18, 2025, out of 90,514,996 total eligible votes, 50,411,836 shares were represented. Jeffrey M. Thompson received the highest director votes with 22,060,730 'For' votes. The appointment of dbbmckennon as auditor was approved with 49,006,127 'For' votes, and the Lind Global share issuance proposal passed with 21,201,292 'For' votes against 1,119,721 'Against' votes.

Who received the most and least votes among RCAT's director nominees in 2025?

Jeffrey M. Thompson received the highest support with 22,060,730 'For' votes and only 521,286 'Withheld' votes. Nicholas Liuzza Jr. received the least support among nominees with 9,326,848 'For' votes and 13,255,168 'Withheld' votes.

What was the quorum percentage for RCAT's 2025 Annual Meeting?

Of RCAT's 90,514,996 total outstanding shares, 50,411,836 shares were represented at the meeting, constituting approximately 55.7% of shares present for quorum.

Did RCAT shareholders approve the Lind Global share issuance proposal in 2025?

Yes, RCAT shareholders approved the issuance of shares to Lind Global Asset Management XI LLC and Lind Global Asset Management X LLC. The proposal received 21,201,292 'For' votes compared to 1,119,721 'Against' votes, with 261,002 abstentions and 27,829,821 broker non-votes.

Was RCAT's auditor appointment ratified by shareholders for fiscal year 2025?

Yes, shareholders overwhelmingly ratified the appointment of dbbmckennon as RCAT's independent registered public accounting firm for FY2025, with 49,006,127 'For' votes (97.2% approval) versus 936,788 'Against' votes and 468,921 abstentions.