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2025-12-11
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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): December 11, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 11, 2025, Safe Pro Group Inc. (the “Company”) modified the compensation terms under the Employment Agreement dated
November 1, 2023 with Daniyel Erdberg, the Company’s Chief Executive Officer. Mr. Erdberg had achieved certain market capitalization
milestones as set forth in Section 1(c) of Schedule A to the Employment Agreement, specifically that the Company maintained a market
capitalization of more than $60,000,000, $80,000,000, and $100,000,000 for certain time periods (the “Market Cap Milestones”).
Under the original terms of the Employment Agreement, achievement of these milestones would have entitled Mr. Erdberg to the issuance
of 600,000 shares of the Company’s common stock.
The
Company and Mr. Erdberg agreed that in full satisfaction and complete discharge of the Company’s obligation to issue 600,000 shares
of common stock to Mr. Erdberg upon achievement of the Market Cap Milestones, and in consideration of Mr. Erdberg agreement to accept
options in lieu of shares and release of any and all claims related to the original share grant obligation, the Company will grant Mr.
Erdberg options to purchase 1,000,000 shares of common stock. The exercise price of the options was $4.15, which was the closing
price of the Company’s common stock as reported by Nasdaq on the date of the option grant. The options vest immediately upon grant,
have a term of ten years from the date of grant (subject to earlier termination as provided in the Company’s equity plans), and
will be granted pursuant to and subject to the terms and conditions of the applicable equity plan and a stock option agreement to be
entered into between the parties.
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:
December 12, 2025
| |
SAFE PRO GROUP INC. |
| |
|
|
| |
By: |
/s/
Daniyel Erdberg |
| |
|
Daniyel
Erdberg |
| |
|
Chief
Executive Officer |
