{"url_path":"/sec/rcat/8-k/2026-05-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-063175-index.html","accession_number":"0001104659-26-063175","cik":"0000748268","ticker":"RCAT","issuer_name":"Red Cat Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-063175-index.html","primary_entity_key":"0000748268","primary_entity_name":"Red Cat Holdings, Inc."},"word_count":318,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nAs previously disclosed,\non May 12, 2026, Red Cat 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 provided\nfor the offer and sale by the Company, and the purchase by the Underwriters, of 23,936,171 shares of the Company’s common stock\nat a price to the public of $9.40 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option\nto purchase up to 3,590,425 additional shares of common stock (the “Option Shares”). On May 14, 2026, the Underwriters exercised\nin full their option and on May 18, 2026, the Underwriters purchased an additional 3,590,425 Option Shares.\n\n \n\nThe Company intends to\nuse the net proceeds from the purchase of the Option Shares for general corporate purposes and continued acceleration of strategic growth\ninitiatives, including, but not limited to, acquisitions or business expansion, research and development, capital expenditures and working\ncapital.\n\n \n\nThe Option Shares are\nbeing sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-295792) that was automatically effective\nupon filing on May 12, 2026 and a related base prospectus and prospectus supplements thereunder. \n\n \n\nThe legal opinion and\nconsent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Option Shares issued in the Offering is filed herewith\nas Exhibit 5.1.\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."}