{"url_path":"/sec/rcat/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-061333-index.html","accession_number":"0001104659-26-061333","cik":"0000748268","ticker":"RCAT","issuer_name":"Red Cat Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-061333-index.html","primary_entity_key":"0000748268","primary_entity_name":"Red Cat Holdings, Inc."},"word_count":454,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn May 12, 2026, Red\nCat Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)\nwith Evercore Group L.L.C. and BofA Securities, Inc., as representatives of the underwriters named therein (the “Underwriters”),\nrelated to the offer and sale of shares of the Company’s common stock (the “Offering”). The Underwriting Agreement\nprovides for the offer and sale by the Company, and the purchase by the Underwriters, of 23,936,171 shares of the Company’s common\nstock (the “Shares”) at a price to the public of $9.40 per share. Pursuant to the Underwriting Agreement, the Company\ngranted the Underwriters a 30-day option to purchase up to 3,590,425 additional shares of common stock. The Offering closed on May 14,\n2026. The gross proceeds to the Company from the Offering were approximately $225.0 million, before deducting the Underwriters’\nfees and other Offering expenses payable by the Company.\n\n \n\nThe Company intends to\nuse the net proceeds from the Offering for general corporate purposes and continued acceleration of strategic growth initiatives, including,\nbut not limited to, acquisitions or business expansion, research and development, capital expenditures and working capital.\n\n \n\nThe Underwriting\nAgreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,\nindemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, other obligations of\nthe parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were\nmade only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such\nagreements and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nThe Shares are being\nsold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-295792) that was automatically effective upon\nfiling on May 12, 2026 and a related base prospectus and prospectus supplements thereunder.\n\n \n\nThe foregoing description\nof the Underwriting Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of the Underwriting\nAgreement, a copy of which is attached hereto as Exhibit 1.1, and is incorporated by reference herein. The legal opinion and consent of\nSheppard, Mullin, Richter & Hampton LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit\n5.1.\n\n \n\nThis Current Report on\nForm 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any\nsale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration\nor qualification under the securities laws of any such state or jurisdiction."}