Red Cat Holdings Files 8-K on Material Agreements

TL;DR

RCAT filed an 8-K, looks like they signed a big deal. Watch this space.

AI Summary

Red Cat Holdings, Inc. filed an 8-K on September 19, 2025, reporting on events that occurred on September 17, 2025. The filing indicates the entry into a material definitive agreement, other events, and the submission of financial statements and exhibits. The company, formerly known as TimefireVR Inc., EnergyTEK Corp., and BROADLEAF CAPITAL PARTNERS INC, is incorporated in Nevada and has its principal business address in San Juan, Puerto Rico.

Why It Matters

This 8-K filing signals significant corporate activity, potentially including new contracts or strategic partnerships, which could impact the company's future financial performance and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on the terms, and the inclusion of financial statements suggests a need for investors to review the company's financial health.

Key Players & Entities

• Red Cat Holdings, Inc. (company) — Registrant
• TimefireVR Inc. (company) — Former company name
• EnergyTEK Corp. (company) — Former company name
• BROADLEAF CAPITAL PARTNERS INC (company) — Former company name
• September 17, 2025 (date) — Earliest event reported
• September 19, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 RCAT The Nasdaq Capital Market In
• $9.60 — se Shares") at a price to the public of $9.60 per share. Pursuant to the Underwriting
• $172.5 m — ny from the Offering were approximately $172.5 million, before deducting the underwriter

Filing Documents

• tm2526539d1_8k.htm (8-K) — 32KB
• tm2526539d1_ex1-1.htm (EX-1.1) — 187KB
• tm2526539d1_ex99-1.htm (EX-99.1) — 11KB
• tm2526539d1_ex99-2.htm (EX-99.2) — 9KB
• tm2526539d1_ex99-3.htm (EX-99.3) — 8KB
• 0001104659-25-091647.txt ( ) — 469KB
• rcat-20250917.xsd (EX-101.SCH) — 3KB
• rcat-20250917_lab.xml (EX-101.LAB) — 33KB
• rcat-20250917_pre.xml (EX-101.PRE) — 22KB
• tm2526539d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Northland Offering On September 17, 2025, Red Cat Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Northland Securities, Inc., as representative of the underwriters named therein (the "Underwriters") related to the offer and sale of shares of the Company's common stock (the "Offering"). The Underwriting Agreement provides for the offer and sale by the Company, and the purchase by the Underwriters, of 15,625,000 shares of the Company's common stock (the "Base Shares") at a price to the public of $9.60 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 2,343,750 additional shares of common stock (the "Option Shares" and, together with the Base Shares, the "Shares") at the public offering price, which the Underwriters exercised in full at closing. The Offering closed on September 19, 2025 (the "Closing Date"). The gross proceeds to the Company from the Offering were approximately $172.5 million, before deducting the underwriters' fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate and working capital purposes, including but not limited to operating expenditures and capital investments related to its new unmanned surface vessel division. The Underwriting Agreement contains representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed

01 Other Events

Item 8.01 Other Events. The Company issued press releases announcing the launch, pricing and closing of the Offering on September 17, September 18, and September 19, respectively. Copies of the press releases are furnished as Exhibits 99.1, 99.2 and 99.3 to this Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement dated September 17, 2025 between Northland Securities, Inc. and Red Cat Holdings, Inc. 99.1 Press release dated September 17, 2025 99.2 Press release dated September 18, 2025 99.3 Press release dated September 19, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 19, 2025 By: /s/ Jeffrey Thompson Name: Jeffrey Thompson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR