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): ~~May~~June 2017, 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: (~~833~~800) ~~373~~466-~~3228~~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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~On May~~Northland ~~20, 2025, upon the approval and recommendation of the Compensation Committee, our Board of Directors adopted a new director compensation~~Registered ~~plan~~Direct (the “Plan”). Adopted following our transition from an April 30 fiscal year end to a December 31 fiscal year end, the Plan covers director compensation for the remainder of our current fiscal year, running from May 1, 2025 to December 31, 2025. Under the Plan:Offering

●On June ~~The~~17, ~~annual cash stipend to each our directors for board service will be increased from $50~~2025,~~000~~ ~~per~~Red ~~year~~Cat ~~to $75~~Holdings,~~000~~ ~~per~~Inc. ~~year;~~(the ●“Company”) ~~The~~entered ~~annual~~into ~~equity~~a ~~compensation~~securities topurchase ~~each~~agreement of(the ~~our~~“Purchase Agreement”) ~~directors~~with ~~for~~a ~~board~~certain ~~service~~institutional ~~will~~investors ~~be increased from $75,000 to $125,000 in restricted stock units~~ (the “~~RSUs~~Purchasers”), ~~inclusive~~pursuant ~~of $75,000 in RSUs previously awarded~~ to ~~each~~which ~~director under~~ the ~~prior~~Company ~~director~~agreed ~~compensation~~to ~~plan.~~issue and ~~All RSUs~~sell, ~~including those awarded previously, will vest on April 30, 2026. The incremental $50,000~~ in ~~RSUs~~a toregistered bedirect ~~awarded~~offering ~~under~~ (the ~~new~~“Registered ~~Plan~~Direct ~~will~~Offering”), bean ~~priced~~aggregate atof ~~the market closing price for our common stock on May 22~~6, ~~2025~~448,276 ~~the~~shares ~~second trading day following~~ (the “Shares”) ~~date~~ of the ~~board~~Company’s ~~adoption~~common ofstock (the ~~compensation~~“Common ~~plan;~~Stock”) ●at ~~The~~a ~~additional~~price ~~stipend~~of ~~for our Lead Independent Director will remain~~ $7.25~~,000~~ per ~~year;~~share. ● The gross ~~additional~~proceeds ~~stipend~~to ~~for~~the ~~our~~Company ~~Audit Committee Chair will remain $20,000 per year; ● The additional stipend for our Compensation Committee Chair will be increased~~ from ~~$10,000~~the toRegistered ~~$17,500~~Direct ~~per~~Offering ~~year;~~are ●expected ~~The additional stipend for our Nominating and Governance Committee Chair will be increased from $10,000~~ to ~~$15,000 per year; ● An additional stipend of $10,000 per year will~~ be ~~paid~~approximately ~~for director committee service in a non-chair role; and ● Additional compensation for Special Committee director service will remain at~~ $~~20,000~~46.75 ~~in cash and $10~~million,~~000~~ ~~worth~~before ~~of RSUs per year, with~~ deducting the ~~same~~placement ~~vesting,~~agents’ ~~pricing,~~fees and other ~~terms~~offering asexpenses ~~the~~payable ~~RSUs~~by ~~granted~~the ~~as regular director compensation~~Company.

~~Also~~The onRegistered ~~May~~Direct 20Offering closed on June 18, 2025, (the ~~upon~~“Closing ~~the~~Date”). ~~approval~~The ~~and~~Company ~~recommendation~~intends ofto use the ~~Compensation~~net ~~Committee,~~proceeds ~~our~~from ~~Board~~the ofRegistered ~~Directors~~Direct ~~approved~~Offering ~~the~~for ~~following~~general ~~compensation~~corporate ~~plan~~and ~~for~~working ~~our~~capital ~~Chief~~purposes, including ~~Executive~~but ~~Officer,~~not ~~Jeffrey~~limited ~~Thompson,~~to ~~for~~operating ~~the~~expenditures ~~2025~~related ~~calendar~~to ~~year:~~its new unmanned surface vessel division.

●The Purchase InAgreement ~~lieu~~contains ofrepresentations, awarranties ~~base salary~~ and ~~traditional~~agreements ~~bonus~~by ~~plan~~the Company, ~~our~~customary ~~Chief~~conditions ~~Executive~~to ~~Officer will receive 1~~closing,~~000,000~~ ~~stock~~indemnification obligations ~~options, with the exercise price~~ of the ~~options~~Company, toincluding ~~be equal to the market closing price~~ for ~~our~~liabilities ~~common~~arising ~~stock~~under ~~on May 22, 2025,~~ the ~~second~~Securities ~~trading~~Act ~~day following the date~~ of ~~the~~1933, ~~board’s~~other ~~adoption~~obligations of the ~~compensation~~parties ~~plan;~~and termination ●provisions. The ~~options~~representations, ~~will~~warranties ~~vest in 12 months~~ and ~~will~~covenants ~~expire~~contained ~~after~~in 10the ~~years;~~Purchase ●Agreement Awere ~~one-time~~made ~~discretionary~~only ~~bonus~~for in the ~~amount~~ purposes of ~~$125,000~~such ~~was~~agreements ~~awarded~~and inas ~~recognition~~ of ~~our~~the ~~successful~~specific ~~closing~~dates, ofwere asolely ~~recent~~for ~~registered~~the ~~direct~~benefit ~~offering~~ of ~~common~~the ~~stock;~~parties ~~and~~to ●such ~~Our~~agreements ~~CEO~~and ~~will~~may be ~~provided~~subject ~~with~~to limitations aagreed ~~vehicle~~upon ~~for~~by ~~business use, with~~ the ~~total~~contracting ~~cost of the vehicle not to exceed $1,00 per month~~parties.

~~The~~Pursuant to the terms of ~~all~~the ~~compensatory~~Purchase ~~equity~~Agreement ~~awards~~and subject to certain exceptions as ~~described~~set ~~above~~forth ~~will~~in bethe ~~subject~~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 ~~terms~~issuance or proposed issuance of ~~our~~any ~~2024~~shares ~~Equity~~of ~~Incentive~~Common ~~Plan~~Stock ~~and~~or ~~applicable~~Common Stock Equivalents. In addition, ~~award~~until ~~agreements~~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)

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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: May 21, 2025	By:	/s/ Jeffrey Thompson
Dated: June 18, 2025	By:	/s/ Jeffrey Thompson
	Name:	Jeffrey Thompson
	Title:	Chief Executive Officer

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