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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 17, 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) |
|
(I.R.S.
Employer
Identification No.) |
15
Ave. Munoz Rivera Ste 2200
San
Juan, PR
(Address
of principal executive offices) |
|
00901
(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.
Northland Registered
Direct Offering
On
June 17, 2025, Red Cat Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with a certain institutional investors (the “Purchasers”) pursuant to which the Company agreed to issue
and sell, in a registered direct offering (the “Registered Direct Offering”), an aggregate of 6,448,276 shares (the
“Shares”) of the Company’s common stock (the “Common Stock”) at a price of $7.25 per share. The
gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $46.75 million, before deducting
the placement agents’ fees and other offering expenses payable by the Company.
The
Registered Direct Offering closed on
June 18, 2025
(the “Closing Date”). The Company intends to use the net proceeds from the Registered Direct Offering for general corporate
and working capital purposes,
including but not limited to operating expenditures related to its new unmanned surface vessel division.
The
Purchase Agreement contains representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, including for liabilities arising under the Securities Act of 1933, other obligations of the parties and
termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes
of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to
limitations agreed upon by the contracting parties.
Pursuant
to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the date of the
Purchase Agreement until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. In addition,
until thirty (30) days from the Closing Date, the Company is prohibited from entering into a Variable Rate Transaction (as defined in
the Purchase Agreement), subject to certain limited exceptions.
Each
of the Company’s executive
officers and directors have agreed, subject to certain exceptions, not to dispose of or hedge any shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock during the period from the date of the lock-up agreement continuing through
the thirty (30) days after the Closing Date.
In
connection with the Registered Direct Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”)
with Northland Securities, Inc. (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive
placement agent for the Company. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 6.0% of the gross proceeds
received in the Registered Direct Offering.
The
Shares are being sold pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-283242)
that was declared effective by the U.S. Securities and Exchange Commission on December 11, 2024 and a related base prospectus and prospectus
supplement (the “Prospectus Supplement”) thereunder.
The
foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in
their entirety by the full text of the form of Purchase Agreement and the Placement Agency Agreement, copies of which are attached hereto
as Exhibits 10.1 and 1.1, respectively, and are incorporated by reference herein.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Shares issued in the Registered
Direct Offering is filed herewith as Exhibit 5.1.
Third Amendment
to Lind Secured Note Financing
On June 17, 2025,
the Company entered into a (i) Third Amendment to Senior Secured Convertible Promissory Note and Warrant Issued February 10, 2025 with
Lind Global Asset Management XI LLC (“Lind XI”) and (ii) Second Amendment to Warrant Issued November 26, 2024 between the
Company and Lind Global Asset Management X LLC (“Lind X,” , together with Lind XI, “Lind”) (collectively, the
“Lind Amendment”), dated and effective June 17, 2025, which amended the: (A) senior secured convertible promissory note (the
“Promissory Notes”) issued thereunder; (B) Common Stock Purchase Warrant to purchase up to 1,000,000 shares of the Company’s
common stock, issued from the Company to Lind XI on February 10, 2025, as amended (the “Feb ’25 Warrant”); and (C)
Common Stock Purchase Warrant to purchase up to 326,000 shares of the Company’s common stock, issued from the Company to Lind X
on November 26, 2024, as amended (the “Nov ’24 Warrant” and, together with the Feb ’25 Warrant, the “Warrants”).
Under the terms of
the Lind Amendment, and in exchange for Lind waiving its right to purchase up to 20% of the securities issued in an equity financing,
the Company and Lind amended the Promissory Note and the Warrants to (1) exempt any adjustments from this offering to the conversion
price of the Promissory Notes and exercise price of the Warrants; (2) remove the Company’s election to pay, in certain circumstances,
up to 50% of the conversion amount under the Promissory Note in cash; and (3) remove the Company’s right to prepay the Promissory
Note.
The foregoing description of the Amendment does not purport to
be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Exhibit 10.2 and is incorporated
by reference herein.
Item
8.01 Other Events.
On
June 17, 2025, the Company issued a press release announcing the pricing of the Registered Direct Offering. A copy of the press
release is furnished as Exhibit 99.1 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
d)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Placement Agency Agreement dated June 17, 2025 between Northland Securities, inc. and Red Cat Holdings, Inc. |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Third Amendment to Senior Secured Convertible Promissory Note and Warrant Issued February 10, 2025, Second Amendment to Warrant Issued November 26, 2024 |
| 99.1 |
|
Press release dated June 17, 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, 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 18, 2025 |
By: |
/s/
Jeffrey Thompson |
| |
Name: |
Jeffrey Thompson |
| |
Title: |
Chief Executive Officer |
