Safe Pro Group Inc. SEC Filings

Citadel-related entities and Kenneth Griffin reported joint beneficial ownership of Safe Pro Group Inc. (SPAI) shares. Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC each report shared voting and dispositive power over 1,500,000 shares, representing 7.9% of the outstanding class based on 18,918,352 shares. Citadel Securities entities report beneficial ownership of 1,713 shares. Mr. Kenneth Griffin is reported with shared beneficial ownership of 1,501,713 shares (7.9%). The filing states these holdings were not acquired to change or influence control of the issuer.

Theresa Carlise, Chief Financial Officer of Safe Pro Group Inc. (SPAI), was granted 40,000 shares of common stock under the issuer's 2022 Equity Incentive Plan on 08/22/2025. After the award, she beneficially owns 320,000 shares. The Form 4 discloses this non-derivative stock award and is signed by the reporting person on 08/26/2025.

John E. Miller, a director of Safe Pro Group Inc. (SPAI), received a stock award of 25,000 shares under the company's 2022 Equity Incentive Plan, recorded as an acquisition on 08/22/2025. After this award, Mr. Miller is reported to beneficially own 75,000 shares of the company's common stock. The Form 4 states the transaction code as an award grant and identifies the position as a director. No derivative transactions or additional material terms beyond the equity plan grant are disclosed in the document.

Dean Arthur T, a director of Safe Pro Group Inc. (SPAI), reported a non-derivative acquisition on 08/22/2025 of 25,000 shares of Common Stock via a stock award under the issuer's 2022 Equity Incentive Plan. Following the award the reporting person beneficially owns 75,000 shares. The Form 4 indicates the filing was signed on 08/26/2025 and was submitted by one reporting person. The filing identifies the reporting person's address in Aventura, Florida, and confirms the transaction code as an acquisition (code A). No derivative transactions or additional material terms are disclosed in this Form 4.

Insider transaction: Safe Pro Group Inc. director Lee Van Arsdale received a non-derivative stock award of 25,000 common shares on 08/22/2025 under the Issuer's 2022 Equity Incentive Plan. After the grant, the reporting person beneficially owned 97,812 shares in total. The Form 4 was signed and filed by a single reporting person and identifies the reporting person as a director based at the company address in Aventura, Florida.

The Securities and Exchange Commission has declared Safe Pro Group's Form S-1 registration statement effective as of June 20, 2025 at 4:00 P.M. The registration statement was filed under file number 333-287851 with CIK number 0002011208.

A Form S-1 effectiveness notice is a significant milestone that indicates the SEC has completed its review of the company's registration statement for a securities offering. This allows Safe Pro Group to proceed with its planned offering of securities to the public.

Key points:

• Registration Type: Form S-1 (Initial Public Offering Registration)
• Effectiveness Date: June 20, 2025
• Effectiveness Time: 4:00 P.M.
• File Number: 333-287851
• Trading Symbol: SPAI

Safe Pro Group Inc. (NASDAQ: SPAI) has filed a Form 424(b)(3) prospectus to register the resale of up to 1,026,670 shares of common stock. The shares consist of 513,335 Conversion Shares issuable upon conversion of recently issued Series C Preferred Stock and 513,335 Warrant Shares issuable upon exercise of three-year warrants priced at $2.93 per share. The filing fulfils an obligation contained in the May 9 2025 Securities Purchase Agreement, which generated gross proceeds of approximately $1.05 million for the company.

The company itself will not receive proceeds from the resale of common stock by selling shareholders. It would only receive cash if the warrants are exercised, providing a maximum potential inflow of about $1.50 million. There is no public trading market for the warrants, and management does not intend to list them, limiting liquidity and making the actual inflow uncertain.

Assuming full conversion and warrant exercise, the outstanding share count would rise from 15,172,185 to 16,198,855, representing roughly 6.8% dilution to existing common shareholders. The prospectus reiterates significant risk factors, including historical operating losses, a possible going-concern qualification, and the need for additional capital. Investors are cautioned that “investing in our securities involves a high degree of risk” and could result in the loss of the entire investment.

The offering supports Safe Pro’s strategy of developing an AI-driven drone-imagery ecosystem and ballistic protection products for governmental and NGO clients, but the near-term financial impact hinges on warrant exercise—a variable outside management’s control.