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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 |
