RCAT / Red Cat Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

September 4, 2025

Exhibit 16.1 September 4, 2025 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Commissioners: We have read Item 4.01(a) of Form 8-K dated September 4, 2025, of Red Cat Holdings, Inc. and are in agreement with the statements contained therein concerning our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. Very truly

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): August 28, 2025

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): August 28, 2025 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40202 88-0490034 (State or other jurisdiction (Commission (I.R.S. Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40202 Red Cat Ho

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): June 18, 2025 Red Cat Holdings, I

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): June 18, 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

Red Cat Holdings Announces $46.75 Million Registered Direct Offering of Common Stock

Exhibit 99.1 Red Cat Holdings Announces $46.75 Million Registered Direct Offering of Common Stock SAN JUAN, Puerto Rico, June 17, 2025 (GLOBE NEWSWIRE) — Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, announced today that the Company has entered into securities

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): June 17, 2025 Red Cat Holdings, I

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): June 17, 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

Third Amendment to Senior Secured Convertible Promissory Note and Warrant Issued February 10, 2025, Second Amendment to Warrant Issued November 26, 2024

Exhibit 10.2 THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT ISSUED FEBRUARY 10, 2025 SECOND AMENDMENT TO WARRANT ISSUED NOVEMBER 26, 2024 This (a) Third Amendment to Senior Secured Convertible Promissory Note and Warrant Issued February 10, 2025 and (b) Second Amendment to Warrant Issued November 26, 2024 (collectively, the “Agreement”), dated and effective June 16, 2025

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2025, between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Placement Agency Agreement dated June 17, 2025 between Northland Securities, inc. and Red Cat Holdings, Inc.

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT June 17, 2025 NORTHLAND SECURITIES, INC. 150 South Fifth Street, Suite 3300 Minneapolis, MN 55402 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Red Cat Holdings, Inc. a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $46.75 million of registered securities of th

Red Cat Holdings, Inc. 6,448,276 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283242 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 11, 2024) Red Cat Holdings, Inc. 6,448,276 Shares of Common Stock We are offering 6,448,276 shares of our common stock, $0.001 par value per share (our “common stock”), pursuant to this prospectus supplement and the accompanying prospectus to certain institutional investors. The purchas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 20, 2025 Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 20, 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)

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 20, 2025 Red Cat Holdings, In

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 20, 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

As filed with the Securities and Exchange Commission on May 20, 2025

As filed with the Securities and Exchange Commission on May 20, 2025 Registration No.

Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Red Cat Holdings, Inc.

2024 Omnibus Equity Incentive Plan

Exhibit 4.2 RED CAT HOLDINGS, INC. 2024 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Red Cat Holdings, Inc. 2024 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to th

[Insider Trading Policy]

Exhibit 99.1 RED CAT HOLDINGS, INC. INSIDER TRADING POLICY Effective May 12, 2025 I. Purpose and Policy Overview This Insider Trading Policy (“Policy”) is designed to promote compliance with federal and state securities laws, including Rule 10b-5 under the Securities Exchange Act of 1934, as amended. It applies to all directors, officers, employees, contractors, consultants, and certain affiliates

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40202 Red Cat H

Employment Letter for Christian Ericson, dated March 5, 2025

Exhibit 10.6 March 5, 2025 Christian Koji Ericson Salt Lake City, UT Dear Christian: Red Cat Holdings, a Nevada corporation (the “Company,”) is pleased to make this offer of employment pursuant to the following terms and conditions: 1. Position. You will start in a full-time position as a Chief Financial Officer beginning on the date agreed upon with your hiring manager. You will report to Jeffrey

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): April 18, 2025 Red Cat Holdings,

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): April 18, 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 Fil

As filed with the Securities and Exchange Commission on April 18, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Ex

Registration No. 333-285669 As filed with the Securities and Exchange Commission on April 18, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 88-0490034 (State or jurisdiction of (Primary Standard Ind

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VIA EDGAR April 21, 2025 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

As filed with the Securities and Exchange Commission on April 16, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Ex

Registration No. 333-285669 As filed with the Securities and Exchange Commission on April 16, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 88-0490034 (State or jurisdiction of (Primary Standard Ind

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Red Cat Holdings, Inc.

Red Cat Holdings, Inc. 4,724,412 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-283242 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 11, 2024) Red Cat Holdings, Inc. 4,724,412 Shares of Common Stock We are offering 4,724,412 shares of our common stock, $0.001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors. The purchase price of each share

Placement Agency Agreement dated April 10, 2025 between Northland Securities, inc. and Red Cat Holdings, Inc.

Exhibit 1.1 Execution Version PLACEMENT AGENCY AGREEMENT April 10, 2025 NORTHLAND SECURITIES, INC. 150 South Fifth Street, Suite 3300 Minneapolis, MN 55402 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Red Cat Holdings, Inc. a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $30 million of registered

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): April 10, 2025 Red Cat Holdings,

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): April 10, 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 Fil

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): April 10, 2025 Red Cat Holdings,

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): April 10, 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 Fil

Form of Securities Purchase Agreement

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 10, 2025, between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms

Red Cat Holdings Announces $30 Million Registered Direct Offering of Common Stock

Exhibit 99.1 Red Cat Holdings Announces $30 Million Registered Direct Offering of Common Stock SAN JUAN, Puerto Rico, April 10, 2025 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, announced today that the Company has entered into securities p

Form of Support Agreement

Exhibit 10.2 SUPPORT Agreement This Support Agreement (this “Agreement”), dated as of April , 2025, by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and the stockholder listed on the signature page hereto under the heading “Stockholder” (“Stockholder”). WHEREAS, the Company and Lind Global Asset Management XI LLC, a Delaware limited liability company (“Lind”) intend to

Second Amendment To Senior Secured Convertible Promissory Note And Warrant Issued February 10, 2025, First Amendment To Warrant Issued November 26, 2024 and First Amendment to Securities Purchase Agreement dated February 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025)

Exhibit 1.1 SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT ISSUED FEBRUARY 10, 2025 FIRST AMENDMENT TO WARRANT ISSUED NOVEMBER 26, 2024 AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 10, 2025 This: (i) Second Amendment to Senior Secured Convertible Promissory Note and Warrant Issued February 10, 2025; (ii) First Amendment to Warrant Issued November

First Amendment to Senior Secured Convertible Promissory Note and Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2025)

Exhibit 10.1 FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT This First Amendment to Senior Secured Convertible Promissory Note and Warrant (this “Agreement”), dated and effective April 9, 2025 (the “Effective Date”), amends that certain (i) Senior Secured Convertible Promissory Note in the principal amount of $16,500,000, dated February 10, 2025 (the “Promissory Note”),

Entry into a Material Definitive Agreement

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): April 9, 2025 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88

CORPORATE PARTICIPANTS

Exhibit 99.1 Red Cat Holdings, Inc. December 31st, 2024, Eight Month Stub Period Financial Results and Corporate Update Conference Call Monday, March 31, 2025, 4:30 PM Eastern CORPORATE PARTICIPANTS Jeff Thompson - Chief Executive Officer, Interim Chief Financial Officer PRESENTATION Operator Ladies and gentlemen, thank you for standing by. Good afternoon, and welcome to the Red Cat Holdings Decem

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): March 31, 2025 Red Cat Holdings,

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): March 31, 2025 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KT (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended or ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from May 1, 2024 to December 31, 2024 Commission file number: 001-40202 R

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of Red Cat Holdings, Inc. Name of Subsidiaries Jurisdiction Red Cat Propware, Inc. Subsidiary (Nevada) Skypersonic, Inc. Indirect Subsidiary (Michigan) Red Cat Skypersonic, Inc. Subsidiary (Nevada) Teal Drones, Inc. Subsidiary (Delaware) FW Acquisition, Inc. Subsidiary (Nevada) UAVPatent Corp. Subsidiary (Nevada)

Amended and Restated Articles of Incorporation, dated July 17, 2019

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION AFTER ISSUANCE OF STOCK OF RED CAT HOLDINGS, iNC. ARTICLE I NAME The name of the corporation shall be Red Cat Holdings, Inc. (hereinafter, the “Corporation”). ARTICLE II REGISTERED OFFICE The registered office of the Corporation shall be 701 S. Carson Street, Suite 200, Carson City, NV 89701. The registered agent of the Corporation shall b

Insider Trading Policy

Exhibit 19.1 Insider Trading Policy I. Policy Statement This Policy provides guidelines to employees, officers and directors of Red Cat Holdings, Inc. (the “Company”) with respect to trading in the Company’s securities. In certain instances, it also applies to consultants and contractors providing services to the Company. II. Applicability This Policy applies to purchases, sales, hedges, shorts, o

Form of Stock Option Agreement, under the 2024 Omnibus Equity Incentive Plan

Exhibit 4.4 RED CAT HOLDINGS, INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2024 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Red Cat Holdings, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an o

2024 Omnibus Equity Incentive Plan

Exhibit 10.37 RED CAT HOLDINGS, INC. 2024 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Red Cat Holdings, Inc. 2024 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to

Form of Restricted Share Unit Award Agreement, under the 2024 Omnibus Equity Incentive Plan

Exhibit 4.5 RED CAT HOLDINGS, INC. RESTRICTED SHARE UNIT AWARD GRANT NOTICE (2024 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Red Cat Holdings, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted a RSU awar

Form of Stock Option Agreement, under the 2019 Equity Incentive Plan

Exhibit 4.2 RED CAT HOLDINGS, INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2019 Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Red Cat Holdings, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to

Form of Restricted Share Unit Award Agreement, under the 2019 Equity Incentive Plan

Exhibit 4.3 RED CAT HOLDINGS, INC. RESTRICTED SHARE UNIT AWARD GRANT NOTICE (2019 Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Red Cat Holdings, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted a RSU award (the “

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VIA EDGAR March 19, 2025 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Washington, D.

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VIA EDGAR March 18, 2025 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Washington, D.

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): March 11, 2025 Red Cat Holdings,

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): March 11, 2025 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

As filed with the Securities and Exchange Commission on March 10, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of regi

Registration No. 333 - As filed with the Securities and Exchange Commission on March 10, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 88-0490034 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Emplo

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Red Cat Holdings, Inc.

Securities Purchase Agreement dated February 10, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 10, 2025, by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and Lind Global Asset Management XI LLC, a Delaware limited liability company (the “Investor”). BACKGROUND A. The b

Red Cat Raises Up to $20 Million in Debt Financing Applies for $58 Million with the Department of Defense Office of Strategic Capital

Exhibit 99.1 Red Cat Raises Up to $20 Million in Debt Financing Applies for $58 Million with the Department of Defense Office of Strategic Capital SAN JUAN, Puerto Rico, February 12, 2025 – Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, today announced it has entered into a

Common Stock Purchase Warrant issued February 10, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025).

Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

Security Agreement dated February 10, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025).

Exhibit 10.4 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of February , 2025, by and between RED CAT HOLDINGS, INC., a Nevada corporation (the "Company") and LIND GLOBAL ASSET MANAGEMENT XI LLC, a Delaware limited liability company (the "Secured Party"). WHEREAS, the Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of the

Senior Secured Convertible Promissory Note issued February 10, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2025).

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

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): February 10, 2025 Red Cat Holding

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): February 10, 2025 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40202 Red Cat

Red Cat Holdings, Inc. Up to 23,742,666 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(7) Registration No. 333-283242 PROSPECTUS SUPPLEMENT (to Prospectus dated December 5, 2024) Red Cat Holdings, Inc. Up to 23,742,666 Shares of Common Stock Offered by Selling Stockholders This prospectus supplement relates to the offer and resale by certain selling stockholders named herein (the “Selling Stockholders”) of an aggregate of up to 23,742,666 shares of our

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VIA EDGAR December 9, 2024 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Washington, D.

As filed with the Securities and Exchange Commission on December 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (

Registration No. 333-283242 As filed with the Securities and Exchange Commission on December 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 88-0490034 (State or jurisdiction of (Primary Standard I

Filing fee table**

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Red Cat Holdings, Inc.

Executive Employment Agreement with Geoffrey Hitchcock

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 1, 2024, by and between Red Cat Holdings, Inc., a Nevada corporation (“Company”), and Geoffrey Hitchcock, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean October 1, 2024. W I T N E S S E T H: WHEREAS, the Executive desir

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): November 25, 2024 Red Cat Holding

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): November 25, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Senior Secured Convertible Promissory Note

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

First Amendment to Securities Purchase Agreement

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This First Amendment, dated as of November 26, 2024 (this “Amendment”) to that certain Securities Purchase Agreement, dated as of September 23, 2024 (as amended and in effect from time to time, including by this Amendment, the “Purchase Agreement”), by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”) and Lind Glo

Common Stock Purchase Warrant

Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

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): November 26, 2024 Red Cat Holding

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): November 26, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Regulation FD Disclosure

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): November 19, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Red Cat Town Hall Transcript

Exhibit 99.1 Red Cat Town Hall Transcript 11/19/24 U.S. Army Short Range Reconnaissance Program of Record Announcement Jeff Thompson Okay. Anyway, but folks, we are not looking to do a secondary right now. We still have additional room on the debt instrument that we have. If we use anything, we'll use that in the short term. Our goal is to be developing our capital requirements sometime in Q1. And

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): November 19, 2024 Red Cat Holding

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): November 19, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Red Cat Announces Production Selection for U.S. Army Short Range Reconnaissance Program Red Cat’s next generation Teal system will be the Army’s Program of Record SRR sUAS, concluding the rigorous, multi-tranche competitive process

Exhibit 99.1 Red Cat Announces Production Selection for U.S. Army Short Range Reconnaissance Program Red Cat’s next generation Teal system will be the Army’s Program of Record SRR sUAS, concluding the rigorous, multi-tranche competitive process SAN JUAN, Puerto Rico, November 19, 2024 – Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”), a leading American drone technology company, has been selecte

As filed with the Securities and Exchange Commission on November 14, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of r

Registration No. 333 - As filed with the Securities and Exchange Commission on November 14, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 88-0490034 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Em

Filing fee table**

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Red Cat Holdings, Inc.

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): October 15, 2024 Red Cat Holdings

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): October 15, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

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): September 30, 2024 Red Cat Holdin

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): September 30, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): September 21, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40202 Red Cat Ho

Securities Purchase Agreement (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on September 23, 2024)

Exhibit 10.7 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of September 22, 2024, by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and Lind Global Asset Management X LLC, a Delaware limited liability company (the “Investor”). BACKGROUND A. The b

Security Agreement (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on September 23, 2024)

Exhibit 10.10 SECURITY AGREEMENT SECURITY AGREEMENT (this "Agreement"), dated as of September , 2024, by and between RED CAT HOLDINGS, INC., a Nevada corporation (the "Company") and LIND GLOBAL ASSET MANAGEMENT X LLC, a Delaware limited liability company (the "Secured Party"). WHEREAS, the Company (a) and the Secured Party have entered into that certain Securities Purchase Agreement dated as of th

Form of Senior Secured Convertible Note issued September 23, 2024***

Exhibit 10.8 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

Form of Common Stock Purchase Warrant issued September 23, 2024***

Exhibit 10.9 [THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40202 CUSIP Number: 75644T100 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40202 CUSIP Number: 75644T100 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

Form of Key Employee Non-Competition Agreement

Exhibit 10.4 FORM OF NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT (this “Agreement”), dated as of [●], 2024, is made by and between [●] (the “Restricted Party”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), Teal Drones, Inc., a Nevada corporation (“Teal”), and FW Acquisition, Inc. (together with Red Cat and Teal, the “Buyer”). RECITALS WHEREAS, concurrent with the executio

Red Cat Closes Acquisition of FlightWave Aerospace Systems The Edge 130 Blue Propels Red Cat into a New Defense and Military growth opportunity

Exhibit 99.1 Red Cat Closes Acquisition of FlightWave Aerospace Systems The Edge 130 Blue Propels Red Cat into a New Defense and Military growth opportunity SAN JUAN, Puerto Rico, September 5, 2024 - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, today announced the closing

Asset Purchase Agreement, dated September 4, 2024.

Exhibit 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG RED CAT HOLDINGS, INC., TEAL DRONES, INC., FW ACQUISITION, INC., AND FLIGHTWAVE AEROSPACE SYSTEMS CORPORATION September 4, 2024 ARTICLE 1. DEFINITIONS AND USAGE 6 Section 1.1 Definitions. 6 Section 1.2 Usage 16 ARTICLE 2. SALE AND TRANSFER OF ASSETS; CLOSING 16 Section 2.1 Assets To Be Sold 16 Section 2.2 Excluded Assets. 18 Section 2.3 Considerat

Form of Escrow Agreement

Exhibit 10.3 EQUITY STOCK TRANSFER ESCROW AGREEMENT a Escrow Agreement dated as of August , 2024 (this “Escrow Agreement”), is entered into by and among: 1. Red Cat Holdings, Inc., a Nevada corporation (“Parent”); 2. FW Acquisition Sub, Inc., a Nevada corporation (“Buyer”); 3. Flightwave Aerospace Systems Corporation, a Delaware corporation (“Seller”); and 4. , as escrow agent (“Escrow Agent”). Pa

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): September 4, 2024 Red Cat Holding

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): September 4, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Form of Joinder Agreement

Exhibit 10.2 Joinder Agreement This JOINDER AGREEMENT (this “Agreement”) is entered into as of September , 2024 (the “Agreement Date”), by and between Red Cat Holdings, Inc., a Nevada corporation (“Parent”), Teal Drones, Inc., a Nevada corporation, (“Teal”), FW Acquisition, Inc., a Nevada corporation (“Buyer”), and Flightwave Aerospace Systems Corporation, a Delaware corporation (the “Seller”), an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Post-Effective Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Post-Effective Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 86-0490034 (I.R.S. Employer Identification No.) 15 Ave. Munoz Rivera, Ste. 2200 San

2019 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed on August 27, 2024)

Exhibit 10.1 RED CAT HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN 1.1 The purpose of this 2019 Equity Incentive Plan (this “Plan”) of Red Cat Holdings, Inc., a Nevada corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward sele

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40202 Red Cat Holdings,

List of Subsidiaries

EX-21.1 5 rcat0808form10kexh211.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries of Red Cat Holdings, Inc. Name of Subsidiaries Jurisdiction Red Cat Propware, Inc. Nevada Skypersonic, Inc. Indirect Subsidiary (Michigan) Red Cat Skypersonic, Inc. Subsidiary (Nevada) Teal Drones, Inc. Subsidiary (Delaware)

Clawback Policy

Exhibit 97.1 RED CAT HOLDINGS, INC. POLICY ON RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION November 28, 2023 1. Overview The Board believes that it is in the best interests of the Company and its stockholders to adopt this Policy to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is designed to comply with, and shall be interp

2019 Equity Incentive Plan

Exhibit 10.1 RED CAT HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 29th day of April, 2023 (the “Grant Date”), is between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and (the “Optionee”), an Eligible Person as defined in the Red Cat Holdings, Inc. 2019 Equity Incentive Pla

Form of Stock Option Agreement

Exhibit 4.2 RED CAT HOLDINGS, INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2019 Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Red Cat Holdings, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to

Form of Restricted Share Unit Award Agreement

Exhibit 4.3 RED CAT HOLDINGS, INC. RESTRICTED SHARE UNIT AWARD GRANT NOTICE (2019 Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Red Cat Holdings, Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted a RSU award (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40202 CUSIP Number: 75644T100 NOTIFICATION OF LATE FILING

NT 10-K 1 rcat0729formnt10k.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-40202 CUSIP Number: 75644T100 NOTIFICATION OF LATE FILING (Check one): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 6, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88-0

Form of Exchange Agreement *

Exhibit 10.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of July , 2024, is made by and between Unusual Machines, Inc., a Nevada corporation (“Company”), and the holder of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) signatory hereto (“Holder”). WHEREAS, the Holder holds such number of shares of the Company’s Common Stock (the “Exchange Secu

UMAC / Unusual Machines, Inc. / BROADLEAF CAPITAL PARTNERS INC - SCHEDULE 13D (AMENDMENT NO. 1) Activist Investment

SC 13D/A 1 rcat0722sch13da1.htm SCHEDULE 13D (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Unusual Machines, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U9154A 208 (CUSIP Number) Red Cat Holdings, Inc. 15 Ave. Muñoz Rivera, Ste. 2200

Form of Purchase Agreement *

Exhibit 10.4 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2024, among Red Cat Holdings, Inc., a Nevada corporation, maintaining an address at 15 Ave. Munoz Rivera, Ste 2200, San Juan PR 00901, email: [email protected] attention: Jeffrey Thompson (the “Seller”) and , maintaining an address at (“Purchaser”). WHEREAS, the Seller is the holder of 4,250 shares of Series A

Red Cat Secures $4.4 Million of Non-Dilutive Financing

Exhibit 99.1 Red Cat Secures $4.4 Million of Non-Dilutive Financing SAN JUAN, Puerto Rico, July 22, 2024 – Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, today announced that it secured $4.4 million of non-dilutive financing through its divestiture in Unusual Machines. Addi

Form of 8% Promissory Note *

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Form of Closing Date Working Capital Agreement and Consent *

Exhibit 10.3 CLOSING DATE WORKING CAPITAL AGREEMENT AND CONSENT (UNUSUAL MACHINES ) The undersigned, being all of the parties to that certain Share Purchase Agreement, dated as of November 21, 2022, as amended by amendment No. 1 dated as of March 31, 2023, Amendment No. 2 dated as of July 10, 2023, Amendment No. 3 dated as of September 18, 2023 and Amendment No. 4 dated as of December 11, 2023 (th

RCAT / Red Cat Holdings, Inc. / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 2 Under the Securities Exchange Act of 1934 Red Cat Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75644T100 (CUSIP Number) July 15, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Executive Employment Agreement, between Leah Lunger and the Company, dated June 10, 2024

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 10, 2024, by and between Red Cat Holdings, Inc., a Nevada corporation (“Company”), and Leah Lunger, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean June 10, 2024. W I T N E S S E T H: WHEREAS, the Executive desires to be em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 10, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 20, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88-

Executive Employment Agreement, between George Matus and the Company, dated May 13, 2024

Exhibit 10.1 PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE THEY ARE BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 10th, 2024, by and between Red

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 10, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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 6, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88-0

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 6, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88-0

Addendum #2 to Executive Employment Agreement, between Joseph Hernon and the Company, dated March 15, 2024

Exhibit 10.1 Addendum #2 to Executive Employment Agreement This Addendum #2 to the Executive Employment Agreement (“Addendum #2”) is made and entered into as of March 15, 2024 (the “Effective Date”), by and between Red Cat Holdings, Inc., a Nevada Corporation (the “Company”) and Joseph Hernon an individual (“Executive”), and collectively, the “Parties”. WITNESSETH: WHEREAS, Executive is employed b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat Holdings,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 12, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

Results of Operations and Financial Condition, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 15, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

Consulting Services Agreement, between Joseph Hernon and the Company, dated March 15, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2024)

Exhibit 10.2 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) dated as of March 15, 2024 (“Effective Date”) is by and between Red Cat Holdings, Inc., a Nevada corporation, (the “Contractor” or “Company”), and Joseph Hernon (the “Consultant”). WHEREAS, Company and Consultant are parties to an Executive Employment Agreement, dated July 1, 2021 as amended by the part

Addendum to Executive Employment Agreement with Joseph Hernon

Exhibit 10.1 ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT This ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (“Addendum”) is made and entered into as of July 24, 2023, by and between Red Cat Holdings, Inc., a Nevada corporation (“Company”) and Joseph Hernon, an individual (“Executive”). W I T N E S S E T H: WHEREAS, the Executive is employed by the Company as Chief Financial Officer pursuant to the ter

Red Cat Holdings Reports Financial Results for Fiscal Third Quarter 2024 and Provides Corporate Update Red Cat reports record revenue for the company in Fiscal Third Quarter 2024, the third consecutive quarter of double-digit sequential growth

Exhibit 99.1 March 18, 2024 Red Cat Holdings Reports Financial Results for Fiscal Third Quarter 2024 and Provides Corporate Update Red Cat reports record revenue for the company in Fiscal Third Quarter 2024, the third consecutive quarter of double-digit sequential growth SAN JUAN, Puerto Rico, Mar. 18, 2024 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or “Company”), a drone

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Comm

Registration Rights Agreement with Unusual Machines, Inc.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 16th day of February, 2024 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”). WHEREAS, the Company has entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”)

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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): February 16, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 16, 2024, Red Cat Holdings, Inc., a Nevada corporation (the “Company”) closed the sale of Rotor Riot, LLC (“Rotor Riot”) and Fat Shark Holdings, Ltd. (“Fat Shark”), its wholly-owned subsidiaries, to Unusual Machines, Inc., a Puerto Rico corporation (“UMAC”) (the “Transaction”). The sale was conducted pursuant to

Non-Compete agreement with Allan Evans

Exhibit 10.4 Non-Compete I hereby enter into this Non-Compete (“Agreement”) with Unusual Machines, Inc. (“the Company”) on this the 16th day of February 2024 (the “Effective Date”). WHEREAS, I have been an employee as Chief Executive Officer of the Company pursuant to an Offer Letter dated November 27, 2023 (the “Offer Letter”); WHEREAS pursuant to a Share Purchase Agreement dated November 21, 202

Non-Competition Agreement with Unusual Machines, Inc., Rotor Riot, LLC, and Fat Shark Holdings, Ltd.

Exhibit 10.3 NON-COMPETITION AGREEMENT This Non-Competition Agreement (the “Agreement”) is entered into as of February 16, 2024, (the “Effective Date”) by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Rotor Riot, LLC, an Ohio limited liability company (“Rotor Riot”) and Fat Shark Holdings, Ltd, a Nevada corporation (collectively, the “Restricted Parties”) and Red Cat Hol

8% Promissory Note from Unusual Machines, Inc.

Exhibit 10.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT

UMAC / Unusual Machines, Inc. / BROADLEAF CAPITAL PARTNERS INC - SCHEDULE 13D Activist Investment

SC 13D 1 rcat0223sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Unusual Machines, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U9154A 208 (CUSIP Number) Red Cat Holdings, Inc. 15 Ave. Muñoz Rivera, Ste. 2200 San Juan, PR 00901-2510 (833) 373-3228 Fe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 12, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Red Cat Reports Preliminary Record Revenue 16% Above Guidance for Third Quarter of Fiscal 2024 and Increases Guidance for Fourth Quarter 2024

Exhibit 99.1 Red Cat Reports Preliminary Record Revenue 16% Above Guidance for Third Quarter of Fiscal 2024 and Increases Guidance for Fourth Quarter 2024 SAN JUAN, Puerto Rico, February 14, 2024 - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat'' or the "Company"), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, reports pre

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 14, 2024 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

RCAT / Red Cat Holdings, Inc. / HIRSCHMAN ORIN Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Red Cat Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75644T100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

Form of Registration Rights Agreement with Unusual Machines, Inc.

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2024 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”). WHEREAS, the Company has entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”) with the Inv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat Holdings,

Amendment No. 4 to Share Purchase Agreement with Unusual Machines, Inc. (incorporated by reference to Current Report on Form 8-K filed December 15, 2023)

EXHIBIT 10.1 AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated December , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Par

Amendment No. 3 to Share Purchase Agreement with Unusual Machines, Inc. (incorporated by reference to Quarterly Report on Form 10-Q filed December 15, 2023)

EXHIBIT 10.3 AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated September , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Pa

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): December 11, 2023 Red Cat Holding

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): December 11, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Form of 8% Promissory Note from Unusual Machines, Inc.

EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between RED CAT HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters RED CAT HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York December 6, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, Red C

RCAT / Red Cat Holdings Inc / HIRSCHMAN ORIN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Red Cat Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 75644T100 (CUSIP Number) December 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

ThinkEquity The date of this prospectus supplement is December 6, 2023 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5) Registration No. 333-256216 PROSPECTUS SUPPLEMENT (to Prospectus dated June 14, 2021) 16,000,000 Shares Common Stock Red Cat Holdings, Inc. We are offering 16,000,000 shares of our common stock, par value $0.0001 per share. The purchase price for each share is $0.50. Our common stock is listed on The Nasdaq Capital Market under the symbol “RCAT.” On December 6, 202

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): December 6, 2023 Red Cat Holdings

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): December 6, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

Red Cat Holdings, Inc. Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Red Cat Holdings, Inc. Announces Proposed Public Offering of Common Stock Red Cat Holdings, Inc. SAN JUAN, Puerto Rico, Dec. 06, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”) today announced that it intends to offer to sell shares of its common stock in an underwritten public offering. All of the shares of common stock are to be sold by the

Red Cat Holdings, Inc. Announces Pricing of Public Offering

Exhibit 99.2 Red Cat Holdings, Inc. Announces Pricing of Public Offering Red Cat Holdings, Inc. SAN JUAN, Puerto Rico, Dec. 06, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT), (“Red Cat” or the “Company”), today announced the pricing of its previously announced underwritten public offering of 16,000,000 shares of its common stock at a public offering price of $0.50 per share, for gr

ThinkEquity The date of this prospectus supplement is December , 2023 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5) Registration No. 333-256216 The information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and w

TABLE OF CONTENTS Amendment No. 1 to Prospectus Supplement

Filed Pursuant to Rule 424(b)(5) Registration No. 333-256216 Amendment No. 1 to Prospectus Supplement dated August 8, 2023 (to Prospectus dated June 14, 2021) Up to $4,375,000 Common Stock Red Cat Holdings, Inc. This Amendment No. 1 to Prospectus Supplement amends the prospectus supplement dated August 8, 2023. This Amendment to Prospectus Supplement should be read in conjunction with the prospect

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 28, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 27, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Red Cat Announces Management Changes

Exhibit 99.1 Red Cat Announces Management Changes Red Cat Holdings, Inc. George Matus, CEO of subsidiary, Teal Drones, appointed Chief Technology Officer SAN JUAN, Puerto Rico, Nov. 28, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robotic hardware and software for military, government, and commercial operations,

Red Cat Holdings Reports Preliminary Revenue 30% Above Guidance for Second Quarter of Fiscal 2024 Artificial Intelligence-enhanced camera fuels sales

Exhibit 99.1 Red Cat Holdings Reports Preliminary Revenue 30% Above Guidance for Second Quarter of Fiscal 2024 Artificial Intelligence-enhanced camera fuels sales SAN JUAN, Puerto Rico, November 7, 2023 - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat'' or the "Company"), a drone technology company integrating robotic hardware and software for military, government, and commercial operations, repo

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 7, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

Submission of Matters to a Vote of Security Holders

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): November 6, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

September 27, 2023

Exhibit 99.1 September 27, 2023 RED CAT HOLDINGS TO PRESENT AT THE LD MICRO MAIN EVENT XVI SAN JUAN, Puerto Rico, Sept. 27, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat'' or the "Company"), a drone technology company integrating robotic hardware and software for military, government and commercial operations, today announces that Jeff Thompson, Chief Executive Officer, w

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 27, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 20, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

September 20, 2023

Exhibit 99.1 September 20, 2023 RED CAT SIGNS CONTRACT WITH U.S. CUSTOMS AND BORDER PROTECTION FOR 106 TEAL 2 DRONE SYSTEMS SAN JUAN, Puerto Rico, Sept. 20, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat" or the "Company"), a drone technology company integrating robotic hardware and software for military, government and commercial operations, today announces that subsidiar

Red Cat Holdings Reports Financial Results for Fiscal First Quarter 2024 and Provides Corporate Update

Exhibit 99.1 Red Cat Holdings Reports Financial Results for Fiscal First Quarter 2024 and Provides Corporate Update SAN JUAN, Puerto Rico, September 19, 2023 / PR Newswire/ - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or “Company”), a military technology company integrating robotic hardware and software to protect and support the warfighter, reports its financial results for the fiscal quarte

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 19, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat Holdings, Inc

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 12, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

RED CAT, ESAERO ANNOUNCE DEVELOPMENT PARTNERSHIP

Exhibit 99.1 RED CAT, ESAERO ANNOUNCE DEVELOPMENT PARTNERSHIP ESAERO WILL ASSIST RED CAT WITH FAST-TRACKED, CUSTOMER-SPECIFIC PROJECTS SAN JUAN, Puerto Rico, Sept. 12, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robotic hardware and software for military, government and commercial operations, today announces a d

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): September 11, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

RED CAT HOLDINGS ANNOUNCES RECORD REVENUE FOR FIRST QUARTER OF FISCAL 2024 AND PROVIDES REVENUE GUIDANCE FOR FISCAL SECOND AND THIRD QUARTERS

Exhibit 99.1 RED CAT HOLDINGS ANNOUNCES RECORD REVENUE FOR FIRST QUARTER OF FISCAL 2024 AND PROVIDES REVENUE GUIDANCE FOR FISCAL SECOND AND THIRD QUARTERS STRONG BUSINESS OUTLOOK AND VISIBILITY SUPPORTED BY CURRENT PURCHASE ORDERS (Corrected) SAN JUAN, Puerto Rico, Sept. 11, 2023 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat'' or the "Company"), a drone technology company inte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-40202 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: July 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 14, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

Corporate Presentation

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☑ Definitive Proxy Statem

RED CAT HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN

Exhibit 10.1 RED CAT HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN 1.1 The purpose of the 2019 Equity Incentive Plan (this “Plan”) of Red Cat Holdings, Inc., a Nevada corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selec

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 29, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

Sen. Mitt Romney Visits Red Cat Subsidiary Teal Drones to Discuss Support for U.S. Drone Industry Romney is co-sponsoring the American Security Drone Act of 2023, which aims to address the proliferation of Chinese-owned drone companies

Exhibit 99.1 Sen. Mitt Romney Visits Red Cat Subsidiary Teal Drones to Discuss Support for U.S. Drone Industry Romney is co-sponsoring the American Security Drone Act of 2023, which aims to address the proliferation of Chinese-owned drone companies SAN JUAN, Puerto Rico, Aug. 29, 2023 - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robot

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): August 22, 2023 Red Cat Holdings,

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): August 22, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

Company Presentation

Exhibit 99.2

Red Cat’s Teal 2 sUAS Receives Remote ID Certification From FAA

Exhibit 99.1 Red Cat’s Teal 2 sUAS Receives Remote ID Certification From FAA SAN JUAN, Puerto Rico, Aug. 22, 2023 - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat" or the "Company"), a drone technology company integrating robotic hardware and software for military, government and commercial operations, today announces that its military-grade sUAS, the Teal 2, has received Remote ID certification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

RED CAT HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN

Exhibit 10.1 RED CAT HOLDINGS, INC. 2019 EQUITY INCENTIVE PLAN 1. PURPOSE OF PLAN 1.1 The purpose of this 2019 Equity Incentive Plan (this “Plan”) of Red Cat Holdings, Inc., a Nevada corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward sele

The date of this prospectus supplement is August 8, 2023 TABLE OF CONTENTS Prospectus Supplement

Filed Pursuant to Rule 424(b)(5) Registration No. 333-256216 PROSPECTUS SUPPLEMENT (to Prospectus dated June 14, 2021) Up to $17,000,000 Common Stock Red Cat Holdings, Inc. We have entered into an ATM Sales Agreement (the “Sales Agreement”), with ThinkEquity LLC (“ThinkEquity” or the “Sales Agent”) acting as sales agent, on August 8, 2023, relating to the sale of shares of our common stock, par va

ATM Sales Agreement with ThinkEquity LLC

Exhibit 10.1 RED CAT HOLDINGS, INC. Up to $17,000,000 Shares of Common Stock ATM Sales Agreement August 8, 2023 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigned, Red Cat Holdings, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities d

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): August 7, 2023 Red Cat Holdings,

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): August 7, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

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): July 31, 2023 Red Cat Holdings, I

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): July 31, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 88

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Red Cat Holdings, Inc. (Exact name of r

Red Cat’s Teal 2 sUAS Now Available for Purchase Through US Government’s GSA Advantage

Exhibit 99.1 Red Cat’s Teal 2 sUAS Now Available for Purchase Through US Government’s GSA Advantage SAN JUAN, Puerto Rico, July 20, 2023 - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a drone technology company integrating robotic hardware and software for military, government and commercial operations, today announces that its military-grade sUAS, the Teal 2, is now availab

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): July 20, 2023 Red Cat Holdings, I

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): July 20, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 86

First Amendment to Executive Employment Agreement with Allan Evans (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2023 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”). WHEREAS, the Company has entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”) with the Inv

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): July 10, 2023 Red Cat Holdings, I

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): July 10, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 86

Amendment No. 2 to Share Purchase Agreement with Unusual Machines, Inc. (incorporated by reference to Current Report on Form 8-K filed July 14, 2023)

Exhibit 10.1 AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated July , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Parties

First Amendment to Executive Employment Agreement with Allan Evans

EX-10.2 3 rcat0518form8kexh102.htm EXHIBIT 10.2 Exhibit 10.2 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment (this “Amendment”) to the Executive Employment Agreement entered into as of January 11, 2021 (“the Agreement”), by and between Red Cat Holdings, Inc., a Nevada corporation, Fat Shark Holdings, LTD., a Cayman Islands Exempted Company and Allan Evans, an individual, is

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 16, 2023 Red Cat Holdings, In

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 16, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 86-

First Amendment to Executive Employment Agreement with Jeffrey Thompson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2023).

Exhibit 10.1 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment (this “Amendment”) to the Executive Employment Agreement entered into as of March 31, 2021 (“the Agreement”), by and between Red Cat Holdings, Inc., a Nevada corporation, and Jeffrey Thompson, an individual, is made effective as of May 16, 2023. For good and valuable consideration, including the covenants and agree

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 11, 2023 Red Cat Holdings, In

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 11, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 86-

Red Cat Receives Order for 200 Long-Range, High-Speed Drones for Ukrainian Deployment

Exhibit 99.1 Red Cat Receives Order for 200 Long-Range, High-Speed Drones for Ukrainian Deployment SAN JUAN, Puerto Rico, May 10, 2023 - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a military technology company integrating robotic hardware and software to protect and support the warfighter, announces that it will fulfill a purchase order to provide 200 long-range, high-spee

Amended and Restated Amendment No. 1 to Share Purchase Agreement with Unusual Machines, Inc. (incorporated by reference to Current Report on Form 8-K filed April 14, 2023)

Exhibit 10.1 AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated April , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and toge

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 13, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

Unusual Machines, Inc. Stock Purchase Agreement Amendment dated March 31, 2023

Exhibit 10.1 AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated March 31, 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Part

Engagement Agreement with Wavecrest Securities, LLC dated March 31, 2023

Exhibit 10.2 ENGAGEMENT AGREEMENT This will confirm the understanding and agreement (the “Agreement”) dated March 31, 2023 between WaveCrest Securities LLC, a Delaware LLC with it principal place of business at 205 Powell Place, Brentwood, TN 37027 (“Placement Agent”), acting directly or through its affiliates, and Red Cat Holdings with its principal place of business at 15 Ave. Munoz Rivera, Ste

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 30, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 8

Submission of Matters to a Vote of Security Holders

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): March 8, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number) 86

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Red Cat Holdings CEO to Visit NATO Countries for Talks on Military Drone Support for Ukraine New Teal 2 drone’s world-leading night-vision capability can help Ukraine counter Russian forces when they’re most active – after dark

Exhibit 99.1 Red Cat Holdings CEO to Visit NATO Countries for Talks on Military Drone Support for Ukraine New Teal 2 drone’s world-leading night-vision capability can help Ukraine counter Russian forces when they’re most active – after dark SAN JUAN, Puerto Rico, Feb. 21, 2023 - Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a military technology company integrating robotic ha

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 21, 2023 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 rcat0203def14a.htm SCHEDULE 14A DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat Holdings,

Red Cat Holdings Signs Agreement to Divest Consumer Business Sale of Rotor Riot and Fat Shark Holdings focuses Red Cat’s efforts on military and defense Management to Host Shareholder Video Update Call Live From Teal Drone Factory on Tuesday, Novembe

Exhibit 99.1 Red Cat Holdings Signs Agreement to Divest Consumer Business Sale of Rotor Riot and Fat Shark Holdings focuses Red Cat?s efforts on military and defense Management to Host Shareholder Video Update Call Live From Teal Drone Factory on Tuesday, November 29, 2022 at 4:15pm ET to Discuss Proposed Transaction San Juan, Puerto Rico, Nov. 28, 2022 ? Red Cat Holdings, Inc. (Nasdaq: RCAT)(?Red

Share Purchase Agreement with Unusual Machines, Inc. (incorporated by reference to Current Report on Form 8-K filed November 28, 2022)

EX-10.1 2 rcat1128form8kexh101.htm EXHIBIT 10.1 Exhibit 10.1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 21, 2022 (the “Effective Date”) among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder”) for the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 21, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Mary Beth Long, Former U.S. Assistant Secretary of Defense, Joins Red Cat

Exhibit 99.1 November 14, 2022 Mary Beth Long, Former U.S. Assistant Secretary of Defense, Joins Red Cat Holdings Board of Directors SAN JUAN, Puerto Rico, Nov. 14, 2022 (GLOBE NEWSWIRE) - Red Cat Holdings, Inc. (Nasdaq: RCAT), a provider of highly sophisticated and complex small unmanned vehicles to militaries and businesses globally, announced that Mary Beth Long has been appointed to its board

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 11, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number

Submission of Matters to a Vote of Security Holders

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): September 23, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

Form of Indemnification Agreement

Exhibit 10.1 RED CAT HOLDINGS, INC. 2022 INDEMNIFICATION AGREEMENT THIS 2022 INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of September , 2022, between Red Cat Holdings, Inc., a Nevada corporation (the ?Company?), and the individual signatory hereto (the ?Indemnitee?). If the Indemnitee and the Company have previously entered into a Indemnification Agreement dated Septemb

Amended and Restated Bylaws adopted effective September 17, 2022

Exhibit 3.1 AMENDED & RESTATED BYLAWS OF RED CAT HOLDINGS, INC. (a Nevada Corporation) Adopted September 17, 2022 ARTICLE I. OFFICES 1. Registered Office. The registered office of Red Cat Holdings, Inc. (the ?Corporation?) in the State of Nevada shall be in such location as the directors determine in the State of Nevada. 2. Other Office. The Corporation shall also have and maintain an office or pr

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): September 17, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat Holdings, Inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 26, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-40202 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Red Cat Holdings, I

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of Red Cat Holdings, Inc. Name of Subsidiaries Jurisdiction Red Cat Propware, Inc. Nevada Rotor Riot, LLC Ohio Fat Shark Holdings, Ltd. Indirect Subsidiary (Cayman) Fat Shark Tech, Ltd. Indirect Subsidiary (Cayman) Fat Shark Technology SEZC Indirect Subsidiary (Cayman) FS Acquisition Corp. Subsidiary (Nevada) Skypersonic, Inc. Indirect Subsidiary (Michigan) Red Ca

Amended and Restated Articles of Incorporation, dated July 17, 2019 (incorporated by reference to Exhibit B to the Company’s Schedule 14C Information Statement filed with the SEC on July 2, 2019)

EX-3.1 2 rcat0727form10kexh31.htm EXHIBIT 3.1 Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-55585 Red Cat Holdings, Inc. (Exact name of r

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 8, 2017)

Exhibit 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ? Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

VIA EDGAR

VIA EDGAR June 6, 2022 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance Washington, D.

VIA EDGAR

VIA EDGAR June 2, 2022 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the Securities and Exchange Commission on June 2, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Ex

Registration No. 333-264768 As filed with the Securities and Exchange Commission on June 2, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 86-0490034 (State or jurisdiction of (Primary Standard Ind

Filing Fee Table (Incorporated by reference to Registration Statement on Form S-3 filed May 6, 2022)

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Red Cat Holdings, Inc.

As filed with the Securities and Exchange Commission on May 6, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registr

Registration No. 333- As filed with the Securities and Exchange Commission on May 6, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RED CAT HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 7372 86-0490034 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Post-Effective Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Post-Effective Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 86-0490034 (I.R.S. Employer Identification No.) 15 Ave. Munoz Rivera, Ste 5 San Juan

Insider Trading Policy

Exhibit 99.1 Insider Trading Policy April 29, 2022 I. Policy Statement This Policy provides guidelines to employees, officers and directors of Red Cat Holdings, Inc. and subsidiaries (the "Company") with respect to trading in the Company's securities. In certain instances, it also applies to consultants and contractors providing services to the Company. II. Applicability This Policy applies to pur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

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): April 29, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 814-00175 (Commission File Number) 8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-31587 Red Cat

Promissory Note issued to Allan Evans, dated as of March 11, 2022

Exhibit 10.1 PROMISSORY NOTE US $510,323 March 11, 2022 For good and valuable consideration, Allan Evans, (?Maker?), hereby makes and delivers this Promissory Note (this ?Note?) in favor of Red Cat Holdings, Inc., a Nevada corporation (?Holder?), and hereby agree as follows: 1. Principal Obligation and Interest. For value received, Maker promises to pay to Holder at such place as Holder may design

Red Cat Holdings Selected by U.S. Army for Short Range Reconnaissance Tranche 2 Drone Program

Exhibit 99.1 Red Cat Holdings Selected by U.S. Army for Short Range Reconnaissance Tranche 2 Drone Program HUMACAO, Puerto Rico, March 14, 2022 - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat'' or the "Company"), a hardware-enabled software provider to the drone industry, announces that its subsidiary Teal Drones (Teal) has been selected by the Department of Defense?s (DoD) Defense Innovation Un

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 14, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 814-00175 (Commission File Number) 8

Corporate Presentation

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 7, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 814-00175 (Commission File Number) 86

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 15, 2022 Red Cat Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation) 814-00175 (Commission File Number

Red Cat Holdings Appoints Experienced Venture Capitalist and Cargo Drone Entrepreneur Christopher R. Moe to its Board of Directors

Exhibit 99.1 Red Cat Holdings Appoints Experienced Venture Capitalist and Cargo Drone Entrepreneur Christopher R. Moe to its Board of Directors HUMACAO, Puerto Rico, February 16, 2022 - Red Cat Holdings, Inc. (Nasdaq: RCAT) ("Red Cat'' or the "Company"), a hardware-enabled software provider to the drone industry, today announced that Christopher R. Moe, a seasoned business executive, has been appo

RCAT / Red Cat Holdings Inc / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 75644T100 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. 1)* Red Cat Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 75644T100 (CUSIP Numbe

RCAT / Red Cat Holdings Inc / Empery Asset Management, LP - RED CAT HOLDINGS, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Red Cat Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 75644T100 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Teal Drones, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Teal Drones, Inc. (the "Company") as of December 31, 2020, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the r

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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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