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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): August 28, 2025
| Red
Cat Holdings, Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada
|
|
001-40202 |
|
88-0490034
|
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
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 or to be 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 per share |
|
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
4.01 Changes in Registrant’s Certifying Accountant
a)
Dismissal of Independent Registered Public Accounting Firm
On
August 28, 2025, the Audit Committee of the Board of Directors of Red Cat Holdings, Inc. approved the decision to change its independent
registered public accounting firm and dismissed dbbmckennon LLC (“dbbmckennon”) as its independent registered public accounting
firm, to be effective immediately.
The
audit reports of dbbmckennon on the consolidated financial statements of Red Cat Holdings, Inc. (the “Company”) as
of and for the eight months ended December 31, 2024 and the years ended April 30, 2024 and 2023 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the eight months ended December 31, 2024 and the two fiscal years ended April 30, 2024, and the subsequent interim period through August
28, 2025, there were no (i) disagreements (as defined in Item 304(a)1(iv) of Regulation S-K and the related instructions) between the
Company and dbbmckennon on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to
the subject matter of the disagreement, or (2) “reportable events” (as defined in Item 304(a)1(v) of Regulation S-K), other
than the material weakness identified by dbbmckennon as disclosed in the Company’s Annual Reports on Form 10-KT and 10-K filed
on March 31, 2025 and August 8, 2024, respectively.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company has provided dbbmckennon with a copy of the foregoing disclosures and has
requested that dbbmckennon furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether dbbmckennon
agrees with the statements made by the Company set forth above. A copy of dbbmckennon’s letter dated September 4, 2025 is attached
as Exhibit 16.1 to this Form 8-K.
b)
Appointment of New Independent Registered Public Accounting Firm.
On
August 28, 2025, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as its new independent registered public
accounting firm for the fiscal year ending December 31, 2025. This decision was made pursuant to the authority of the Audit Committee
as specified in its charter.
During
the 8 months ended December 31, 2024 and the two fiscal years ended April 30, 2024, and the subsequent interim period through August
28, 2025, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting principles
to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial
statements, and neither a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject
of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item
304(a)(1)(v) of Regulation S-K.
| Exhibit
No. |
|
Description
of Exhibit |
| 16.1 |
|
Letter from dbbmckennon dated September 4, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Red
Cat Holdings, Inc. |
| |
|
| September
4, 2025 |
By:
|
/s/
Jeffrey M. Thompson |
| |
Name:
|
Jeffrey
M. Thompson |
| |
Title:
|
Chief
Executive Officer |
