{"url_path":"/sec/rcat/8-k/2026-05-20/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-064095-index.html","accession_number":"0001104659-26-064095","cik":"0000748268","ticker":"RCAT","issuer_name":"Red Cat Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/748268/0001104659-26-064095-index.html","primary_entity_key":"0000748268","primary_entity_name":"Red Cat Holdings, Inc."},"word_count":205,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Securities**\n\n \n\nThe information reported in Item 2.01 is incorporated\nby reference into this Item 3.02.\n\n \n\nThe Company delivered the Closing Shares as closing\nconsideration for the Acquisition on the Closing Date. The issuance of the Closing Shares was not registered under the Securities Act\nof 1933 (the “Securities Act”) or any state securities laws, and the Closing Shares may not be offered or sold in the United\nStates absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities\nlaws. The Closing Shares were issued in a private transaction in reliance upon exemptions from registration under Section 4(a)(2) of\nthe Securities Act and Regulation D promulgated thereunder to persons reasonably believed to be “accredited investors” as\ndefined in Rule 501 under the Securities Act, or pursuant to Regulation S under the Securities Act to non-U.S. persons outside the\nUnited States.\n\n \n\nPursuant to the Purchase Agreement, the Company\nmay issue additional shares of Common Stock upon the achievement of certain integration, revenue and gross margin thresholds. Any such\nadditional issuances of Common Stock pursuant to the Purchase Agreement are also expected to be issued in reliance upon exemptions from\nregistration under the Securities Act."}