Securities Registration Statement (s-1/a)
January 07 2021 - 1:20PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 7, 2021
Registration
No. 333-249776
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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AMENDMENT
NO. 3 TO FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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RED
CAT HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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7372
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86-0490034
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(State
or other jurisdiction
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(Primary
Standard Industrial
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(I.R.S.
Employer
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of
incorporation or organization)
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Classification
Code Number)
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Identification
Number)
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370
Harbour Drive
Palmas
del Mar
Humacao,
PR 00791
(833)
373-3228
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey
Thompson
Chief
Executive Officer
Red
Cat Holdings, Inc.
370
Harbour Drive
Palmas
del Mar
Humacao,
PR 00791
(833)
373-3228
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Mark
E. Crone, Esq.
Eric
Mendelson, Esq.
The
Crone Law Group, P.C.
500
Fifth Avenue, Suite 938
New
York, New York 10110
Telephone:
(917) 398-5082
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effectiveness of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box: ☑
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated
filer ☐
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Accelerated
filer ☐
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Non-accelerated filer ☐
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Smaller
reporting company ☑
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Emerging
growth company ☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of
Securities
to be Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum Aggregate Offering Price
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Amount
of
Registration
Fee
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Common stock, par value $0.001 per share
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3,470,813
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$4,685,598(2)
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Common
stock, par value $0.001 per share, underlying Series B Convertible Preferred Stock
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1,426,872
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$1,926,277(2)
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$210.16*
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Total
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4,897,685
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$6,611,875(2)
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(1)
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Pursuant
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of
additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar
transactions.
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(2)
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Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, using the average of the bid and asked price on the over-the-counter marketplace maintained by OTC Markets
Group as of December 23, 2020 which was $1.35.
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*
previously paid
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY
NOTE
Red Cat Holdings, Inc.
is filing this Amendment No. 3 to its Registration Statement on Form S-1 (File No. 333-249776) solely to file Exhibit 23.1 to
the Registration Statement as indicated in Item 16 in the index to exhibits. Accordingly, this Amendment consists only of the
facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration
Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item
16. Exhibits and Financial Statement Schedules
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2.1
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Agreement
and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 13, 2016)
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2.2
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Articles
of Merger- Nevada (incorporated by reference to Exhibit 2.2 to the Company’s Current
Report on Form 8-K filed with the SEC on September 13, 2016)
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2.3
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Articles
of Merger- Arizona (incorporated by reference to Exhibit 2.3 to the Company’s Current
Report on Form 8-K filed with the SEC on September 13, 2016)
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2.4
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Agreement
of Merger, dated January 23, 2019, among the Company, Rotor Riot Acquisition, LLC and
the stockholder signatory thereon (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on January 29, 2020)
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2.5
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Amendment
No. 1 to the Agreement of Merger, dated December 31, 2019, among the Company, Rotor Riot
Acquisition, LLC and the stockholder signatory thereon (incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on
January 29, 2020)
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2.6
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Second
Amendment to the Agreement of Merger, dated December 31, 2019, among the Company, Rotor Riot Acquisition, LLC and the
stockholder signatory thereon (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed with the SEC on January 29, 2020)
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3.1
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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)
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3.2
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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)
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3.3
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Certification of Designation of Series A Preferred Stock, dated May 10, 2019 (incorporated by
reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019)
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3.4
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Certification
of Designation of Series B Preferred Stock, dated May 10, 2019 (incorporated by reference
to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on
May 16, 2019)
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3.5
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Red
Cat Holdings, Inc. Code of Conduct
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5.1
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Opinion
of The Crone law Group, P.C. as to the legality of the securities being registered.
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10.1
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Form
of Senior Convertible Note (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on May 6, 2019)
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10.2
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Share
Exchange Agreement, dated as of May 13, 2019, among TimefireVR, Inc. (Timefire”),
Red Cat Propware, Inc, and Red Cat Propware, Inc’s. shareholders (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on May 16, 2019)
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10.3
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Warrant,
dated May 5, 2019, issued to Calvary Fund I LP (“Calvary”) (incorporated
by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed
with the SEC on May 16, 2019)
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10.4
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Restricted
Stock Unit Agreement, dated May 15, 2019, between Timefire and Jonathan Read (incorporated
by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
with the SEC on May 16, 2019)
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10.5
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Securities
Exchange Agreement, dated May 13, 2019, between Timefire and Calvary (incorporated by
reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with
the SEC on May 16, 2019)
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10.6
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Securities
Exchange Agreement, dated May 13, 2019, between Timefire and L1 Capital Global Opportunity
Master Fund Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Current
Report on Form 8-K filed with the SEC on May 16, 2019)
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10.7
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Securities
Exchange Agreement, dated May 13, 2019, between Timefire and Digital Power Lending, LLC
(incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form
8-K filed with the SEC on May 16, 2019)
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10.8
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Securities
Exchange Agreement, dated May 13, 2019, between Timefire and Gary Smith (incorporated
by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed
with the SEC on May 16, 2019)
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10.9
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Securities
Exchange Agreement, dated May 13, 2019, between Timefire and Edward Slade Mead (incorporated
by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed
with the SEC on May 16, 2019)
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10.10
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Redemption
Letter for Series A Preferred Stock, dated May 9, 2019, from Timefire to Jonathan Read (incorporated
by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed
with the SEC on May 16, 2019)
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10.11
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2019
Equity Incentive Plan (incorporated by reference to Exhibit C to the Company’s
Schedule 14C Information Statement filed with the SEC on July 2, 2019)
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10.12
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Amended
and Restated Promissory Note, dated October 26, 2020, issued to Brains Riding in Tanks, LLC
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10.13
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Make
Whole Agreement, dated January 23, 2020, among the Company, Brains Riding in Tanks, LLC,
Rotor Riot, LLC and Chad Kapper (incorporated by reference to Exhibit 10.4 to the Company’s
Current Report on Form 8-K filed with the SEC on January 29, 2020)
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10.14
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Share Purchase Agreement dated September 30, 2020 among the Company, Fat Shark Holdings,
Ltd., Fat Shark Tech, Ltd., Fat Shark Technology SEZC, Greg French and FS Acquisition Corp (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2020).
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10.15
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First Amendment dated October 29, 2020 to Share Purchase Agreement dated September 30, 2020
among the Company, Fat Shark Holdings, Ltd., Fat Shark Tech, Ltd., Fat Shark Technology SEZC, Greg French and FS Acquisition
Corp.
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10.16
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Lease dated April 6, 2017 by and between Cayman Enterprise
City Ltd and Fat Shark Holdings, Ltd.
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10.17
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Lease dated January 15, 2019 by and between Gamh Properties, Inc. and Rotor Riot
LLC.
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21.1
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List
of Subsidiaries
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23.1*
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Consent
of Independent Registered Public Accounting Firm (Red Cat Holdings, Inc.)
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23.2
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Consent of Independent Registered Public Accounting Firm (Fat Shark Holdings,
Ltd.)
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23.3
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Consent
of The Crone Law Group, P.C. (included as part of Exhibit 5.1)
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Humacao, Puerto Rico on January 7, 2021.
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RED CAT HOLDINGS,
INC.
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By:
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/s/
Jeffery M. Thompson
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Jeffrey
M. Thompson
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President
and Chief Executive Officer
(Principal
Executive Officer)
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/s/
Joseph Hernon
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Joseph
Hernon
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Chief
Financial Officer
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(Principal
Financial and Accounting Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Jeffrey M. Thompson
Jeffrey
M. Thompson
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President
and
Chief
Executive Officer
(Principal
executive officer)
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January
7, 2021
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/s/
Joseph Hernon
Joseph
Hernon
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Chief
Financial Officer
(Principal
financial and accounting officer)
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January
7, 2021
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*Nicholas
Liuzza Jr.
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Director
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January
7, 2021
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*Patrick
T. Mitchell
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Director
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January
7, 2021
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*Jonathan Read
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Director
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January
7, 2021
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*By:
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/s/ Jeffrey M. Thompson
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Jeffrey M. Thompson
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Attorney-in-Fact
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