Red Cat Holdings Files 8-K for Material Agreement

TL;DR

RCAT filed an 8-K on 2/10/25 for a material agreement and equity sales.

AI Summary

On February 10, 2025, Red Cat Holdings, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report on Form 8-K.

Why It Matters

This filing indicates significant corporate activity for Red Cat Holdings, Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce uncertainty and potential dilution, warranting a medium risk assessment.

Key Players & Entities

• Red Cat Holdings, Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-40202 (identifier) — Commission File Number
• 88-0490034 (identifier) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — h registered Common stock , par value $0.001 RCAT The Nasdaq Capital Market Indi
• $15 million — the SPA, upon closing, we will receive $15 million in funding from Lind in exchange for ou
• $16,500,000 — rtible Promissory Note in the amount of $16,500,000 (the "Note") and a Common Stock Purchas
• $15.00 — hares of our common stock at a price of $15.00 per share, exercisable for 5 years (the
• $525,000 — o pay a commitment fee in the amount of $525,000, which may be paid by deduction from th
• $16.15 — l to the lower of "Conversion Price" of $16.15 per share, or the "Repayment Share Pric
• $1,650,000 — er the Note are limited to a maximum of $1,650,000 in any calendar month, subject to incre

Filing Documents

• rcat0211form8k.htm (8-K) — 32KB
• rcat0211form8kexh10_1.htm (EX-10.1) — 198KB
• rcat0211form8kexh10_2.htm (EX-10.2) — 126KB
• rcat0211form8kexh10_3.htm (EX-10.3) — 69KB
• rcat0211form8kexh10_4.htm (EX-10.4) — 79KB
• rcat0211form8kexh99_1.htm (EX-99.1) — 10KB
• 0001554795-25-000037.txt ( ) — 821KB
• rcat-20250210.xsd (EX-101.SCH) — 3KB
• rcat-20250210_lab.xml (EX-101.LAB) — 33KB
• rcat-20250210_pre.xml (EX-101.PRE) — 22KB
• rcat0211form8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On February 10, 2025, we entered into a Securities Purchase Agreement (the "SPA") with Lind Global Asset Management XI LLC ("Lind"). Under the SPA, upon closing, we will receive $15 million in funding from Lind in exchange for our issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $16,500,000 (the "Note") and a Common Stock Purchase Warrant for the purchase of 1,000,000 shares of our common stock at a price of $15.00 per share, exercisable for 5 years (the "Warrant"). As additional consideration to Lind, we have agreed to pay a commitment fee in the amount of $525,000, which may be paid by deduction from the funding to be received. Our obligations under the Note are secured by all of our assets and the assets of our subsidiaries pursuant to a Security Agreement and related ancillary documents. The Note, which does not accrue interest, shall be due and payable on February 10, 2026. The Note may be converted by Lind from time to time at a price equal to the lower of "Conversion Price" of $16.15 per share, or the "Repayment Share Price," which is defined as ninety percent (90%) of the average of the five (5) lowest daily VWAPs for our common stock during the twenty (20) trading days prior to the conversion date, subject to a floor price. Conversions under the Note are limited to a maximum of $1,650,000 in any calendar month, subject to increase upon our optional written consent. Upon receipt of a conversion notice under the Note, we may, if the applicable Repayment Share Price is below the Conversion Price, elect to pay the conversion amount in cash and in lieu of issuing common stock. Cash repayments under this provision must be equal to 1.025 times the conversion amount. If applicable, we must elect the cash repayment option within one business day of receiving the conversion notice and tender cash payment within two business days of receiving the conversion notice. The Note may b

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The issuance of the Note and the Warrant to Lind, as described above, was made pursuant to the exemption provided by Rule 506(b) under Regulation D of the Securities Act. Lind is an "accredited investor" as defined in Rule 501(a) under Regulation D, and we did not engage in any general solicitation or advertising in connection with the transaction. Section 8 – Other Events

01 Other Events

Item 8.01 Other Events On February 12, 2025, we released the press release furnished herewith as Exhibit 99.1. Section 9 – Financial Statements and Exhibits Exhibit No. Description of Exhibit 10.1 Securities Purchase Agreement 10.2 Senior Secured Convertible Promissory Note 10.3 Common Stock Purchase Warrant 10.4 Security Agreement 99.1 Press Release

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. RED CAT HOLDINGS, INC. Dated: February 12, 2025 By: /s/ Jeffrey M. Thompson Name: Jeffrey M. Thompson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR