UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~June~~August 1828, 2025

Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada	001-40202	88-0490034
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Nevada	001-40202	88-0490034
15 Ave. Munoz Rivera Ste. 2200, San Juan PR	00901
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

15 Ave. Munoz Rivera Ste 2200 San Juan, PR	00901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 466-9152

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 or to be 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
Common Stock, par value $0.001 per share	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 5 4.~~07.~~01 ~~Submission~~Changes ofin ~~Matters~~Registrant’s toCertifying ~~a Vote of Security Holders.~~Accountant

~~On June 18, 2025, Red Cat Holdings, Inc. (the “Company”~~a) ~~held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).~~ AsDismissal of ~~the~~Independent ~~close~~Registered ofPublic ~~business~~Accounting on April 21, 2025 (the “Record Date”), there were 90,514,996 shares of common stock (the “Common Stock”) outstanding, each share being entitled to one vote. Accordingly, as of the Record Date, there were 90,514,996 votes available to be cast. At the Annual Meeting, the holders of 50,411,836 shares of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025.Firm

~~Proposal~~On 1August –28, ~~Election~~2025, ofthe ~~five~~Audit ~~directors~~Committee toof ~~hold office until~~ the ~~Annual~~Board ~~Meeting~~of Directors of ~~Stockholders~~Red toCat beHoldings, ~~held~~Inc. inapproved ~~2026~~the ordecision ~~until~~to ~~each~~change ~~such~~its ~~director’s~~independent ~~respective~~registered ~~successor~~public isaccounting ~~elected~~firm and ~~qualified~~dismissed ordbbmckennon ~~until~~LLC ~~each~~(“dbbmckennon”) ~~such~~as ~~director’s~~its ~~earlier~~independent ~~death~~registered public accounting firm, ~~resignation~~to orbe ~~removal~~effective immediately.

Nominee	For	Withheld	Broker Non-Votes
Jeffrey M. Thompson	22,060,730	521,286	27,829,820
Joseph Freedman	9,992,912	12,589,103	27,829,821
General (R) Paul E. Funk II	9,486,350	13,095,665	27,829,821
Nicholas Liuzza Jr.	9,326,848	13,255,168	27,829,820
Christopher R. Moe	9,979,478	12,602,537	27,829,821

The audit reports of dbbmckennon on the consolidated financial statements of Red Cat Holdings, Inc. (the “Company”) as of and for the eight months ended December 31, 2024 and the years ended April 30, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

~~Proposal~~During 2the –eight ~~The~~months ~~ratification~~ended December 31, 2024 and the two fiscal years ended April 30, 2024, and the subsequent interim period through August 28, 2025, there were no (i) disagreements (as defined in Item 304(a)1(iv) of Regulation S-K and the ~~appointment~~related instructions) between the Company and dbbmckennon on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) “reportable events” (as defined in Item 304(a)1(v) of Regulation S-K), other than the material weakness identified by dbbmckennon as disclosed in the Company’s ~~independent~~Annual ~~registered~~Reports ~~public~~on ~~accounting~~Form ~~firm~~10-KT ~~for the~~and ~~fiscal~~10-K ~~year~~filed on ~~ending~~March ~~December~~ 31, 2025 and August 8, 2024, respectively.

For			Against			Abstentions			Broker Non-Votes
49,006,127			936,788			468,921			0

In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided dbbmckennon with a copy of the foregoing disclosures and has requested that dbbmckennon furnish the Company with a letter addressed to the Securities and Exchange Committee stating whether dbbmckennon agrees with the statements made by the Company set forth above. A copy of dbbmckennon’s letter dated September 4, 2025 is attached as Exhibit 16.1 to this Form 8-K.

~~Proposal~~b) 3Appointment ~~– The approval~~ of ~~the~~New ~~issuance~~Independent ofRegistered ~~all~~Public ~~shares~~Accounting of common stock which are or may be issuable to Lind Global Asset Management XI LLC and Lind Global Asset Management X LLC pursuant to certain secured convertible notes and warrants issued to the Lind entitiesFirm.

For			Against			Abstentions			Broker Non-Votes
21,201,292			1,119,721			261,002			27,829,821

On August 28, 2025, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. This decision was made pursuant to the authority of the Audit Committee as specified in its charter.

~~Item~~During the ~~9.01.~~8 ~~Financial~~months ~~Statements~~ended December 31, 2024 and ~~Exhibits~~the two fiscal years ended April 30, 2024, and the subsequent interim period through August 28, 2025, neither the Company nor anyone on its behalf consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Exhibit Number		Description
Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the inline XBRL document)
16.1		Letter from dbbmckennon dated September 4, 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, as amended, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RED CAT HOLDINGS, INC.
	Red Cat Holdings, Inc.
Dated: June 20, 2025	By:	/s/ Christian Koji Ericson
September 4, 2025	By:	/s/ Jeffrey M. Thompson
	Name:	~~Christian~~Jeffrey ~~Koji~~M. ~~Ericson~~Thompson
	Title:	Chief ~~Financial~~Executive Officer

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