Palladyne Ai Corp. 8-K Filing

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Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PDYN The Nasdaq Stock Mar
• $69.00 — of Common Stock at an exercise price of $69.00 per share PDYNW The Nasdaq Stock Ma
• $25.0 million — an earnout, in an amount not to exceed $25.0 million. The exact number of shares of Common S
• $20.00 — ck Price Goal Vesting Condition 1 $20.00 25% on attainment of the stock price
• $25.00 — service through each vesting date 2 $25.00 3 $30.00 4 $35.00 5 $40.00
• $30.00 — gh each vesting date 2 $25.00 3 $30.00 4 $35.00 5 $40.00 25% on atta
• $35.00 — ng date 2 $25.00 3 $30.00 4 $35.00 5 $40.00 25% on attainment of the
• $40.00 — $25.00 3 $30.00 4 $35.00 5 $40.00 25% on attainment of the stock price
• $45.00 — service through each vesting date 6 $45.00 7 $50.00 8 $55.00 9 $60.00
• $50.00 — gh each vesting date 6 $45.00 7 $50.00 8 $55.00 9 $60.00 33.3% on at
• $55.00 — ng date 6 $45.00 7 $50.00 8 $55.00 9 $60.00 33.3% on attainment of t
• $60.00 — $45.00 7 $50.00 8 $55.00 9 $60.00 33.3% on attainment of the stock pric
• $65.00 — ervice through each vesting date 10 $65.00 Each award will be divided into 10 eq
• $20,000,000 b — r share, (the "Common Stock") valued at $20,000,000 based on the volume weighted average clos
• $5,000,000 — ideration"), and (ii) a cash payment of $5,000,000 (the "Cash Consideration" and togethe

Filing Documents

• pdyn-20251114.htm (8-K) — 82KB
• pdyn-ex10_1.htm (EX-10.1) — 197KB
• pdyn-ex99_1.htm (EX-99.1) — 65KB
• img259065276_0.jpg (GRAPHIC) — 276KB
• 0001193125-25-283918.txt ( ) — 908KB
• pdyn-20251114.xsd (EX-101.SCH) — 44KB
• pdyn-20251114_htm.xml (XML) — 6KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On November 14, 2025, Palladyne AI Corp. (the "Company"), issued 2,672,013 shares of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"), in accordance with the terms and subject to the conditions set forth in the Agreement and Plan of Merger (the "GuideTech Merger Agreement") by and among the Company, Palares I Inc., a Utah corporation and wholly owned subsidiary of Parent ("Merger Sub I"), Palares LLC, a Utah limited liability company and wholly owned subsidiary of Parent ("Merger Sub II"), GuideTech, LLC, a Utah limited liability company ("GuideTech") and certain individual equity holders of GuideTech (the "Members"). Pursuant to the GuideTech Merger Agreement, the Company may also issue additional shares of Common Stock in connection with an earnout, in an amount not to exceed $25.0 million. The exact number of shares of Common Stock to be issued will depend upon whether earnout targets are achieved, the market value of the Common Stock, the working capital and other adjustments to the Purchase Price set forth in the GuideTech Merger Agreement, including offsets, if any, for indemnification obligations, and whether the earnout consideration will be paid in cash or Common Stock, at the Company's election. In no event will the Company issue a number of shares of Common Stock equal to or in excess of 19.9% of the number of shares of Common Stock outstanding before the issuance of shares in this transaction without stockholder approval. The offer and sale of the Common Stock is being made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D under the Securities Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 15, 2025, based on the recommendation of the Compensation Committee of

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 17, 2025, the Company issued a press release announcing the completion of the transactions contemplated in the GuideTech Merger Agreement and the Membership Purchase Agreement dated November 14, 2025 by and among the Company, Palladyne Corp., a wholly owned subsidiary of the Company, Crucis Partners, LLC, Warnke Precision Machining, LLC, MKR Fabrication, LLC, MKR Fabrication Properties, LLC, and certain other parties named therein (the "Crucis Membership Purchase Agreement"). A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The Company announces material information to the public through a variety of means, including filings with the SEC, public conference calls, the Company's website (https://www.palladyneai.com/), its investor relations website (https://investor.palladyneai.com/), and its news site (https://www.palladyneai.com/press/). The Company uses these channels, as well as its social media, including its X (@PalladyneAI) and LinkedIn accounts (https://www.linkedin.com/company/palladyneaicorp/), to communicate with investors and the public news and developments about the Company, its products and other matters. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information. The information that can be accessed through hyperlinks or website addresses included in this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto is deemed not to be incorporated in or part of this Current Report on Form 8-K. The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information i

01 Other Events

Item 8.01 Other Events. On November 14, 2025, the Company completed its acquisition of GuideTech (the "Closing"), pursuant to the GuideTech Merger Agreement. Pursuant to the GuideTech Merger Agreement, Merger Sub I merged with and into GuideTech, with GuideTech continuing as the surviving corporation and a wholly owned subsidiary of the Company (the "First Merger"). Immediately following the First Merger, and as part of the same overall transaction, GuideTech merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the "Second Merger, and together with the First Merger, the "Merger"). The Merger is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. Under the terms of the GuideTech Merger Agreement, the Company issued to the Members (i) 2,672,013 shares of Company Common Stock, par value $0.0001 per share, (the "Common Stock") valued at $20,000,000 based on the volume weighted average closing price per share of Company Common Stock on Nasdaq for 10 consecutive trading days ending on the third business day immediately preceding the date of the Closing (the "Stock Consideration"), and (ii) a cash payment of $5,000,000 (the "Cash Consideration" and together with the Stock Consideration, the "Purchase Price"). Payment of the Purchase Price at Closing was subject to customary adjustments for outstanding indebtedness, transaction expenses and working capital. 267,202 shares of the Stock Consideration are subject to a lock-up for 18 months following the acquisition and will serve as security for certain indemnification obligations of the Members and any post-closing adjustments to the Purchase Price. In addition, the Members will be eligible to receive up to $25,000,000 in additional consideration, payable in cash or shares of Common Stock as determined by the Company in its sole discretion (the "Earnout" and, together with the Purchase Price, the "Merger Consideration"), conditioned upon achievemen

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Stand-Alone Restricted Stock Unit Agreement 99.1 Press Release dated November 17, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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. Palladyne AI Corp. Dated: November 17, 2025 By: /s/ Stephen Sonne Name: Title: Stephen Sonne Chief Legal Officer & Secretary

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