[8-K] Safe Pro Group Inc. Reports Material Event

Rhea-AI Filing Summary

Safe Pro Group Inc. (SPAI) completed a private placement, selling 2,000,000 shares of common stock at $7.00 per share. The transaction closed on October 21, 2025, generating approximately $14.0 million in gross proceeds. The company plans to use net proceeds for working capital and general corporate purposes.

Safe Pro agreed to file a registration statement to register the resale of the shares within 15 business days from the Closing Date. The company also agreed not to enter into additional equity or convertible security sales for 90 days after closing; after the registration statement has been effective for at least 30 days, it may enter such transactions only at prices at or above $6.00 per share. The shares were issued under Section 4(a)(2) and Regulation D and were not registered at issuance.

Insights

Capital markets analyst

Private placement raises $14.0M; resale registration to follow.

Safe Pro Group sold 2,000,000 shares at $7.00 per share in a private placement that closed on October 21, 2025, providing gross proceeds of $14.0 million. Proceeds are earmarked for working capital and general corporate purposes.

The company will use best efforts to file a resale registration within 15 business days from closing. Once effective, registered holders may sell their shares, which can affect trading dynamics depending on their decisions and market conditions.

A 90-day company-level issuance restriction limits additional equity sales. After the registration statement has been effective for at least 30 days, the company may enter new equity or convertible sales only at prices at or above $6.00 per share.

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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 17, 2025

Safe Pro Group Inc.

(Exact name of Registrant as specified in its Charter)

Delaware		001-42261		87-4227079
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File No.)		Identification No.)

18305 Biscayne Blvd., Suite 222

Aventura, Florida 33160

(Address of principal executive offices)

Registrant’s Telephone Number, including area code: (786) 409-4030

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 (see General Instruction A.2.):

☐	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))

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. ☐

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 $0.0001		SPAI		The NASDAQ Stock Market LLC

Item 1.01. Entry into a Material Definitive Agreement.

On October 17, 2025, Safe Pro Group Inc. (the “Company”) entered into certain Securities Purchase Agreements (each, an “Agreement”) with certain investors (the “Investors”), pursuant to which the Investors purchased an aggregate of 2,000,000 shares of the Company’s common stock (“Common Stock”) at a purchase price of $7.00 per share.

The closing of the sales of these securities occurred on October 21, 2025 (the “Closing Date”). The gross proceeds to the Company from the offering were approximately $14.0 million, before deducting the fees and expenses. The Company intends to use the net proceeds from the offering to fund working capital and general corporate purposes.

The Company agreed to use its best efforts to file a registration statement (the “Registration Statement”) registering the resale of the Common Stock issued in the offering within fifteen business days from the Closing Date.

The Company has agreed not enter into any transaction for the sale of any of its equity securities or securities convertible into its equity securities for a period of 90 days from the Closing Date; provided, however, that after the Registration Statement has been effective for at least 30 days, the Company may enter into transactions for the sale of its equity securities or securities convertible into its equity securities if, and only if, the price per share of Common Stock (or conversion price, as applicable) in such transaction is equal to or greater than $6.00 per share.

The Common Stock issued in the offering was offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws.

This description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Agreement attached as Exhibit 10.1 of this Current Report on Form 8-K.

The form of Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide security holders with information regarding its terms. Except for its status as a contractual document that establishes and governs the legal relations between the parties with respect to the transaction described above, the document is not intended to be a source of factual, business or operational information about the parties. Representations and warranties may be used as a tool to allocate risks between the parties to each Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing these matters as facts. Furthermore, they may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, because they were only made as of the date of each Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of each Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 relating to the Common Stock issued in the offering is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit Description
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

Date: October 21, 2025

	SAFE PRO GROUP INC.
	By:	/s/ Daniyel Erdberg
		Daniyel Erdberg
		Chief Executive Officer

FAQ

What did Safe Pro Group (SPAI) announce in this 8-K?

The company sold 2,000,000 shares at $7.00 per share in a private placement, raising approximately $14.0 million in gross proceeds.

When did the private placement close for SPAI?

The closing occurred on October 21, 2025.

How will SPAI use the proceeds from the offering?

Net proceeds are intended for working capital and general corporate purposes.

Will the newly issued shares be registered for resale?

SPAI agreed to use best efforts to file a registration statement within 15 business days from the Closing Date to register the resale of these shares.

Are there restrictions on SPAI issuing more equity after this deal?

Yes. SPAI agreed not to sell additional equity or convertible securities for 90 days. After the registration has been effective for at least 30 days, new sales are permitted only at prices ≥ $6.00 per share.

Under what exemption were the shares issued?

The shares were issued under Section 4(a)(2) and Regulation D and were not registered at issuance.