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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): October 19, 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 1.01. |
Entry into a Material
Definitive Agreement. |
On
October 21, 2026, Red Cat Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (“Red Cat”), entered
into a Business Combination Agreement (the “Agreement”) by and among Red Cat, SMOT Acquisition GmbH, a limited liability
company organized under the laws of Austria and a wholly-owned subsidiary of Red Cat (the “Bidder”), and Steyr Motors AG,
a stock corporation incorporated under the laws of Austria (“Steyr Motors”). Capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Agreement.
The
Offer
Prior
to and in anticipation of the Agreement, the
Bidder has launched a voluntary public cash tender offer (the “Offer”) to the
shareholders of Steyr Motors for the acquisition (the “Transaction”) of all 5,251,261 no-par value bearer shares of
Steyr Motors (each, a “Target Company Share”) at a price of EUR 39.00 per Target Company Share (the “Offer
Price”). The Target Company Shares are admitted to trading exclusively on the Scale segment of the Frankfurt Stock Exchange
and on the direct market plus segment of the Vienna Stock Exchange. The Offer will remain open for an acceptance period until
December 18, 2026, 5:00 p.m. Central European Time (the “Acceptance Period”), subject to extension by the Bidder up
to a maximum of sixteen (16) weeks. The Bidder has published the Offer Document (as
defined in the Agreement) on a dedicated transaction website on October 22, 2026. The
Transaction is supported by B & C Holding Österreich GmbH, as the largest shareholder of Steyr Motors, who has entered into
an irrevocable undertaking agreement to tender their shares into the Offer at the Offer Price (the “Irrevocable
Undertaking”). The Agreement is governed by the laws of Austria, with disputes subject to final and binding arbitration under
the Vienna Rules of the Vienna International Arbitral Centre, with the seat of arbitration in Vienna and English as the language of
the proceedings.
The
Offer is subject to the following conditions (the “Offer Conditions”): (i) receipt of all required foreign direct
investment approvals (or expiration of applicable waiting periods) in Austria, Australia, Italy, and the United Kingdom by no later than
June 30, 2027; (ii) a minimum acceptance threshold of 50% plus one share of the Target Company Shares (not taking into account Target
Company Shares held by Steyr Motors, if any) issued at the end of the acceptance period of the Offer (including Target Company Shares
to be acquired under the Irrevocable Undertaking); (iii) no capital increase or issuance of securities by Steyr Motors between the publication
of the Offer Document and the expiration of the acceptance period; and (iv) Steyr Motors has not published an ad hoc announcement pursuant
to Article 17 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse stating
that (a) insolvency proceedings have been opened or applied for against Steyr Motors, (b) the executive board of Steyr Motors (the “Executive
Board”) has not requested the opening of insolvency proceedings, and (c) reasons exist that would require a request for the opening
of insolvency proceedings. The Bidder shall, at its sole discretion, be entitled to waive any and all of the Offer Conditions in whole
or in part, including the right to lower or waive the minimum acceptance threshold.
Non-Solicitation
From
the date of signing the Agreement until the earlier of: (i) termination of the Agreement and (ii) consummation of the Transaction, Steyr
Motors has agreed to refrain from taking any measures that may adversely affect the success or timely completion of the Offer, including
soliciting a competing offer for the Target Company Shares or entering into discussions or negotiations with any third party with respect
to any such competing offer. Notwithstanding the foregoing, Steyr Motors may engage with a third party that submits a bona fide, unsolicited
proposal reasonably likely to result in a Superior Offer (as defined in the Agreement), provided that Steyr Motors will, as soon as reasonably
practicable and legally permissible, make available to the Bidder any non-public information provided to such third party.
Termination
The
Agreement may be terminated with immediate effect by either party if: (i) any Offer Condition becomes incapable of satisfaction and has
not been waived by the Bidder; (ii) the Transaction finally fails to close; or (iii) the Irrevocable Undertaking is terminated or rescinded.
Red Cat and the Bidder may jointly terminate the Agreement if Steyr Motors has materially breached the Agreement, the Executive Board
or Supervisory Board withdraws or fails to provide its support for the Offer in the Reasoned Statement, or a Superior Offer has been
consummated.
Steyr
Motors may additionally terminate the Agreement if: (i) the Offer Price offered in the Offer is lower than EUR 39.00 per Target Company
Share; (ii) the Offer contains Offer Conditions materially different from those specified in the Agreement; (iii) a Superior Offer has
been published and the Bidder has not amended the Offer to match it within the period specified in the Agreement; (iv) circumstances
exist that would cause the Executive Board to violate its duties under applicable law by not terminating the Agreement; or (v) the Bidder
has not published the Offer Document by November 15, 2026 (unless such delay is solely attributable to Steyr Motors’s failure to
cooperate).
The
representations, warranties and covenants contained in the Agreement were made only for the purposes of such agreement and as of specific
dates therein, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Agreement instead of establishing these matters as fact, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not
rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or
condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not
be fully reflected in public disclosures.
Corporate
Measures – Delisting
Pursuant
to the Agreement, Steyr Motors agrees, to the extent permitted by law and subject to the fiduciary duties of the Executive Board, to
apply for a delisting on all stock exchanges and multilateral trading facilities on which the Target Company Shares are traded
if requested by Red Cat following the closing of the Transaction. Moreover, nothing in the Agreement prevents Red Cat from adopting resolutions
in favor of delisting Steyr Motors from the Vienna Stock Exchange or the Frankfurt Stock Exchange, squeezing out minority shareholders
of Steyr Motors under the Austrian Squeeze-Out Act, or other structural measures in relation to Steyr Motors following the closing of
the Transaction. In the event of the implementation of any such delisting, squeeze-out or integration, nothing in the Agreement prevents
Red Cat from taking steps to implement such measures and Steyr Motors agrees, to the extent permitted by law and subject to the fiduciary
duties of its executive board, to support such implementation.
Executive
Board and Supervisory Board Support
The
Transaction is supported by Steyr Motors’ Supervisory Board and Executive Board after having duly reviewed and analyzed the
Offer and acting in good faith with regard to its fiduciary duties.
Pursuant
to the Agreement, the members of the Executive Board,
to the extent they hold Target Company Shares, will accept the Offer within five (5) days of the commencement of the Acceptance
Period, and the Executive Board agrees to use reasonable endeavors to ensure that the members of the Supervisory Board, to the extent
they hold Target Company Shares, likewise accept the Offer within five (5) days of the commencement of the Acceptance Period.
The
Supervisory Board and Executive Board shall separately or jointly prepare a Reasoned Statement. The Reasoned Statement shall reflect
that the Executive Board regards the Offer as being in the best interest of Steyr Motors and the Offer Price as fair, adequate
and attractive and welcomes and supports the Offer, and the Executive Board will use its best efforts to ensure that the Supervisory
Board does so as well, in a separate or joint Reasoned Statement.
On
October 19, 2026, Red Cat issued a press release announcing the launch of the Offer. A copy of the
press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The
information provided pursuant to this Item 8.01, including Exhibit 99.1 referenced in Item 9.01, is “furnished” and shall
not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Securities Exchange Act of
1934, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such
filing.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Offer will be
made solely pursuant to the Offer Document to be published by the Bidder. The Offer is not being made, directly or indirectly, in or
into the United States, and this Current Report on Form 8-K does not constitute an extension of the Offer into the United States or a
commencement of a tender offer in the United States.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve substantial risks and uncertainties, including information about, among other topics, Red Cat’s
proposed acquisition of Steyr Motors AG and the anticipated timing of completion of the proposed Transaction. Risks and uncertainties
include, among other things, risks related to the satisfaction or waiver of the conditions to closing the proposed Transaction (including
the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including the possibility that the proposed
Transaction does not close; the possibility that competing offers may be made; risks related to the ability to realize the anticipated
benefits of the proposed Transaction; disruption from the Transaction making it more difficult to maintain business and operational relationships;
negative effects of this announcement or the consummation of the proposed Transaction on the market price of Red Cat’s securities
and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related
to the proposed Transaction; and other business effects and uncertainties, including the effects of industry, market, economic, political
or regulatory conditions.
You
should carefully consider the foregoing factors and the other risks and uncertainties that affect Red Cat’s business described
in the “Risk Factors” and “Forward-Looking Statements” sections of its Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and other documents filed by Red Cat from time to time with the SEC, all of which are available at www.sec.gov.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Red Cat assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise, unless required by law.
| Item 9.01. |
Financial Statements
and Exhibits. |
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release of Red Cat Holdings, Inc. dated October 19, 2026. |
| 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:
October 23, 2026 |
By: |
/s/
Christian Morrison |
| |
Name: |
Christian Morrison |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1
Red
Cat Announces Proposed Voluntary Public Purchase Offer for Steyr Motors
Proposed
transaction represents a strategic investment in Austria and would support Steyr Motors’ long-term growth and Red Cat’s Blue
Ops uncrewed surface vessel strategy
SALT
LAKE CITY – October 19, 2026 (GLOBE NEWSWIRE) – Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”
or the “Company”), a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security,
today announced a proposed voluntary public purchase offer by Red Cat to acquire all outstanding shares of Steyr Motors AG (“Steyr
Motors”), one of the world’s leading companies in the field of customized engines for mission-critical defense and civil
applications, for EUR 39.00 per share in cash.
The
proposed transaction is supported by the Steyr Motors’ anchor shareholder B&C Group and represents a strategic investment in
Steyr Motors and Austrian production capabilities. Red Cat believes the combination would support Steyr Motors’ long-term growth
while strengthening Red Cat’s Blue Ops uncrewed surface vessel (“USV”) strategy by pairing Steyr Motors’ advanced
marine engine technology, manufacturing expertise and European operating base with Red Cat’s defense customer relationships and
growing autonomous maritime portfolio.
Red
Cat’s vision for Steyr Motors is centered on growth, investment and long-term partnership. Following completion of the proposed
transaction, Red Cat intends to maintain Steyr Motors’ headquarters, manufacturing operations and R&D presence in Austria,
support Steyr Motors’ existing customer relationships and customer-agnostic engine business, and invest in opportunities to expand
Steyr Motors’ capabilities and role in the growing autonomous maritime market. Red Cat believes the combination would create a
stronger platform to serve defense and government customers globally, while preserving the Austrian engineering and manufacturing foundation
that has made Steyr Motors a trusted provider of specialized engine technology.
“Steyr
Motors has built a strong business in Austria with specialized engineering talent, trusted customer relationships and proven marine engine
technology,” said Jeff Thompson, Chief Executive Officer of Red Cat. “This proposed transaction is about investing in that
foundation and helping Steyr Motors grow. We see Austria as central to the future of the business, and our goal is to provide additional
resources, customer access and long-term demand that can support Steyr Motors’ employees, operations and continued expansion.”
Julian
Cassutti, CEO of Steyr Motors AG, comments: “Four years into Steyr Motors’ transformation, I am very excited to lead its
next chapter with Red Cat as strategic partner on our side. Our engineering and Red Cat’s reach into international markets are
the basis for joint growth, and Red Cat stands firmly behind our site and our people. For our shareholders, the all-cash offer is a chance
to realize their investment in cash today. I stand behind this step, and I intend to tender my own shares alongside them.”
“The
potential transaction highlights Steyr Motors’ strategic appeal and presents an opportunity to further accelerate international
expansion, tap into new markets, and sustainably strengthen access to key resources,” said Dr. Rolf Wirtz, Chairman of the Supervisory
Board of Steyr Motors AG. “The Supervisory Board sees significant strategic potential in the proposed combination. Subject to review
of the legal and economic terms and conditions such as published in the offer document, we view the potential transaction favorably.”
Red
Cat and Steyr Motors had previously held non-binding discussions regarding a potential transaction, which were discontinued in July 2026.
Talks were subsequently resumed and have now resulted in a fully financed all-cash offer. The anchor shareholder of Steyr Motors, B&C
Holding Österreich GmbH, supports the strategic transaction of Red Cat and has entered into an irrevocable undertaking to tender
its shares into Red Cat’s offer, representing approximately 15% of Steyr Motors’ share capital.
Transaction
Details
The
proposed transaction will be structured as a voluntary public purchase offer by a wholly owned subsidiary of Red Cat for all outstanding
shares of Steyr Motors. The offer price will be EUR 39.00 per Steyr Motors share in cash, subject to the terms and conditions set forth
in the offer document. It represents a 55.8% premium to Steyr’s 52-week low, a 28.9% premium to the closing share price on October
16, 2026, and a 27.3% premium to the 30-day volume-weighted average price.
The
offer document is expected to be published on a dedicated transaction website and made available in German and in a non-binding English
translation. Red Cat expects the acceptance period, during which shareholders may tender their shares, to commence shortly following
publication of the offer document and to end on December 18, 2026, at 5:00 p.m. CET. Shareholders should consult their custodian bank
about any applicable deadlines set by the custodian bank which may require action to be taken before the formal end of the acceptance
period. The process to tender shares can take several days, depending on the custodian bank. Shareholders should consider tendering their
shares several days before December 18, 2026.
The
proposed transaction remains subject to customary conditions, including regulatory approvals in Austria, Italy, Australia and the UK,
a minimum acceptance threshold of 50% plus one share and other conditions to be set forth in the offer document. There can be no assurance
that the offer will be completed or that the proposed transaction will close on the anticipated timeline or at all.
Additional
information regarding the offer, including the offer document and related materials, is expected to be made available at ir.redcatholdings.com
when published. Steyr Motors shareholders are urged to read the offer document carefully when it becomes available.
About
Red Cat Holdings, Inc.
Red
Cat (Nasdaq: RCAT) is a U.S.-based provider of advanced all-domain drone and robotic solutions for defense and national security. Through
its integrated portfolio of trusted U.S. and allied hardware and software offerings, Red Cat supports military, government, and public
safety operations across air, land, sea and space. Its systems span small unmanned aircraft systems, uncrewed surface vessels, wireless
power transfer technology, and autonomous swarming software to enhance situational awareness, operational effectiveness, and mission
safety. Learn more at www.redcat.red.
About
Steyr Motors AG
Headquartered
in Steyr, Austria, Steyr Motors AG is a global leader in the development and production of high-performance customized special engines
with high power density and durability. The Company’s engines are primarily used for military special vehicles, boats (both military
and civilian) and as auxiliary power units (“APU”) for main battle tanks and locomotives.
Advisors
Evercore
is acting as financial advisor to Red Cat. Freshfields is acting as legal advisor to Red Cat.
Important
Notice
This
announcement is for information purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any
securities. Any offer to acquire shares of Steyr Motors AG, if launched, will be made solely pursuant to the offer document and related
materials to be published in accordance with applicable law. The terms and conditions of any offer will be governed exclusively by the
offer document. Steyr Motors shareholders are urged to read the offer document and related materials carefully when they become available
because they will contain important information about the proposed offer.
Safe
Harbor Forward-Looking Statements
This
press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements,
other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements
contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”
“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”
“will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking
statements contain these words. Forward-looking statements are based on Red Cat Holdings, Inc.’s current expectations and are subject
to inherent uncertainties, risks and assumptions that are difficult to predict. These and other risks and uncertainties are described
more fully in Red Cat’s filings with the Securities and Exchange Commission. Forward-looking statements contained in this announcement
are made as of this date, and Red Cat undertakes no duty to update such information except as required under applicable law.
Investor
Contact:
Ankit
Hira
Solebury
Strategic Communications for Red Cat Holdings, Inc.
E-mail:
RCAT@soleburystrat.com
Media
Contact:
Peter
Moran
Phone:
(347) 880-2895
Email:
peter@indicatemedia.com
