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 Industrial |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Classification Code Number) |
|
Identification No.) |
15 Ave. Munoz Rivera Ste 5
San Juan, PR 00901
(833) 373-3228
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
VCorp. Services, LLC
702 N. Carson St., Suite 200
Carson City, NV 89701
(888) 528-2677
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
| Joe Laxague, Esq. |
| The Crone Law Group, P.C. |
| 1 East Liberty, Suite 600 |
| Reno, NV 89501 |
| Telephone: (702) 525-6012 |
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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 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 registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☑ |
Smaller reporting company |
☑ |
| |
|
Emerging growth company |
☐ |
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.
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, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
The information contained in this
preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with
the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
|
PRELIMINARY PROSPECTUS |
|
SUBJECT TO COMPLETION |
|
DATED JUNE
2, 2022 |
Red Cat Holdings, Inc.
12,333,033 Shares of Common Stock
This prospectus relates to the
proposed resale or other disposition from time to time of up to 12,333,033 shares of common stock, $0.001 par value per share,
of Red Cat Holdings, Inc. (the “Company”) by the selling shareholders identified in this prospectus. We are not selling any
shares of common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of common stock
by the selling shareholders.
The selling shareholders or their
pledgees, assignees or successors-in-interest may offer and sell or otherwise dispose of the shares of common stock described in this
prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices. The selling shareholders will bear all commissions and discounts, if any, attributable to the
sales of such shares. We will bear all other costs, expenses and fees in connection with the registration of such shares. See “Plan
of Distribution” beginning on page 5 for more information about how the selling shareholders may sell or dispose of its shares of
common stock.
Our common stock is listed on
The Nasdaq Capital Market under the symbol “RCAT.” The last reported per share price for our common stock was $2.06,
as quoted on The Nasdaq Capital Market on May 27, 2022.
Investing in our common stock
involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks that we
have described on page 3 of this prospectus under the caption “Risk Factors” and in the documents incorporated by reference
into this prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 2, 2022.
TABLE OF CONTENTS
| |
Page |
| About this Prospectus |
4 |
| Cautionary Statement Regarding Forward-Looking Statements |
4 |
| Prospectus Summary |
5 |
| Risk Factors |
8 |
| Use of Proceeds |
8 |
| Selling Shareholders |
8 |
| Plan of Distribution |
10 |
| Legal Matters |
11 |
| Experts |
11 |
| Where you can find more information |
11 |
| Incorporation of Certain Documents by Reference |
12 |
You should rely only on information
contained in this prospectus. We have not authorized anyone to provide you with additional information or information different from that
contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained
in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer
to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where
the offer is not permitted.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we have filed with the Securities and Exchange Commission (the “SEC”), pursuant to which the selling shareholders
may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the
information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus
or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by
reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for
you to read and consider all information contained in this prospectus, including the information incorporated by reference into this prospectus,
in making your investment decision. You should also read and consider the information in the documents to which we have referred you under
the captions “Where You Can Find More Information” and “Important Information Incorporated by Reference” in this
prospectus.
Neither
we nor the selling shareholders have authorized any dealer, salesman or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus. You should not rely upon any information or representation
not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation
of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell
or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform
themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
We
further note that the representations, warranties and covenants made in any agreement that is filed as an exhibit to any document that
is incorporated by reference in the prospectus were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
The terms “Red
Cat,” “Red Cat Holdings,” the “Company,” “we,” “our” or “us” in this
prospectus refer to Red Cat Holdings, Inc., unless the context suggests otherwise.
This prospectus does not
constitute, and any prospectus supplement or other offering materials related to an offering of securities described in this prospectus
will not constitute, an offer to sell, or a solicitation of an offer to purchase, the offered securities in any jurisdiction to or from
any person to whom or from whom it is unlawful to make such offer or solicitation in such jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking
statements. Such statements include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including
but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and expansion), financing,
revenues, operations, and compliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual
results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially
from such forward-looking statements include the risks described in greater detail in the following paragraphs. All forward-looking statements
in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation
to update any forward-looking statement. Market data used throughout this prospectus is based on published third party reports or the
good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications
and other publicly available information.
PROSPECTUS SUMMARY
Company Overview
The Company’s business is
to provide products, services and solutions to the drone industry. We design, develop, market, and sell drone software and products. Our
business emphasis focusses on drones piloted with wearable display devices. These are head mounted displays (“HMDs”) for pilots.
HMDs give pilots “first person view” (“FPV”) perspective to control their drone in flight. This is a unique experience
where the pilot is interacting with an aircraft through visual immersion. In this augmented virtual reality, the pilot sees only what
the drone sees, as if sitting in the pilot seat. This experience is accomplished by live streaming footage from a camera mounted on the
nose of the drone directly into specially-designed goggles worn by the pilot. The image is transmitted via radio (traditionally analog
but increasingly digital) to the pilot. The drone remote control unit, the drone device, and the FPV goggles are all inter-connected via
radio. This effect requires sophisticated electronics that transmits visual information with sufficient speed and reliability to allow
pilot control over the drone in real-time. Pilots routinely achieve speeds of over 90 mph in racing and other mission critical applications.
An FPV pilot must experience a near complete transfer of their visual consciousness into the body of their piloted device.
There are three common categories
of FPV flight – freestyle flight, racing and aerial photography. In freestyle the pilot navigates around obstacles, focused on acrobatics
and exploring the environment around the aircraft through the HMD. This type of flight includes remote utility and crop inspection with
onboard navigation and special equipment, such as moisture or heat sensors, and package delivery. FPV racing describes a growing spectator
sport where pilots fly their drones in competitions through a series of obstacles, flags, and gates in a racetrack. Aerial photography
is the process of viewing and recording a subject matter from the air from the viewpoint of the pilot.
We sell flight design cameras,
video transmitters, goggles, as well as the mounts, airframes and accessories to build or operate drone aircraft. We design, develop,
assemble and sell each of these FPV components individually and in packages. We believe that our products have become favorites in FPV
racing and we sponsor several racing teams and pilots. We purchase and resell drones and components from leading manufacturers, including
the industry leader Da Jiang Innovations (“DJI”) and custom design and build our own line of branded products. Approximately
50% of our revenue has historically been generated as a reseller and the balance from sale of branded products prior to our recent acquisition
of Fat Shark Holdings, Ltd. (“Fat Shark”). In addition, we are developing a blockchain-based black box to enhance reliability
and reporting of drone performance and operations as software as a service (“SaaS”). Red Cat’s Dronebox software and
platform enable an easy-to-use flight log system that keeps clients compliant with regulators and helps track and collect critical drone
data and feed the data to various applications. The software and platform use a patent-pending blockchain-based cloud architecture. To
keep the data secure, we hash each log file on our private block chain, proving that the data is immutable and reliable. Reliable data
is mandatory for regulators and insurance companies and is essential for analyzing drone flights and effective drone fleet management.
Through our blockchain-based black box for drones, we can offer one easy to use system for analytics and services. By applying machine
learning to the log files, we can prevent drone flight problems before they happen through artificial intelligence. We charge a monthly
recurring fee for each drone in the customer’s drone fleet. We store all flight logs, photos, and videos from the black box service,
which allows detailed flight replay.
The target market for drone services in the commercial
and civil markets is focused on the need to inspect and/or survey equipment, structures, insurance claims, land areas, jobsites and emergencies.
Inspection and survey drone services
for the industry is estimated to be a $21 billion market. We market through social media and attract buyers to our ecommerce platforms.
We maintain a robust presence on Facebook and YouTube where we sponsor competitions and provide education. Sports networks, and sponsors
such as NBC, Sky, Liberty Media, Fox Sports, MGM, Hearst, Twitter, ProSieben, Groupe AB and Weibo broadcast and sponsor global events
where professional pilots and amateurs compete for prizes and sponsorships. Drone racing is a global sport with chapters, leagues, and
pilots and established guidelines, rules and regulations for participation adopted by organizations such as MultiGP, Drone Racing League
(“DRL”), IUDRO, DR1 Racing, Rotomatch League, FPVR, and Freespace Drone Racing. Pilots specially design their custom-built
aircraft, selecting and customizing frames, motors, propellors and controllers for speed and maneuverability from Rotor Riot. Rotor Riot
sponsors a team of six of the leading pilots on the competitive FPV racing circuit, including the 2019 and 2018 Drone Racing League champion.
Drone pilots and spectators alike experience real-time flight through their own HMD. In 2015 Fat Shark sponsored the first annual US National
Drone Racing Championships held at the California State Fair with a prize of $25,000. Subsequent events featured prizes of up to $1 million.
Rotor Riot has a social network of over 215,000 youtube subscribers, 68,000 instagram followers. This gives us quick access to a large
number of commercial pilots for beta testing, product enhancements, and remote drone piloting.
On November 2, 2020, we acquired
Fat Shark through a share purchase agreement with our wholly-owned subsidiary FS Acquisition Corp. Fat Shark was founded in 2007. Its
primary business is the sale of consumer electronics products to the first-person view (FPV) sector of the drone industry. Fat Shark’s
flagship products are headsets with a built in display (or “goggles”) that allow a pilot to see a real-time video feed from
a camera mounted on an aerial platform. Fat Shark is also developing Shark Byte, a digital video downlink to allow for the low latency
transmission from the camera on the drone. This technology is designed to replace the analog platforms currently used for FPV.
On May 4, 2021, we closed a firm
commitment underwritten public offering (the “Underwritten Offering”) in which it sold an aggregate of 4,000,000 shares of
the Company’s common stock, par value $0.001 per share, at a public offering price of $4.00 per share to underwriters, ThinkEquity,
a division of Fordham Financial Management, Inc., as representative of the underwriters (the “ThinkEquity”), pursuant
to a registration statement on Form S-1, as amended (File No. 333-253491), filed with the Securities and Exchange Commission
(the “Commission”), which was declared effective by the Commission on April 29, 2021. The Offering closed on May 4,
2021.
On May 7, 2021, we closed the acquisition of Skypersonic, Inc., (“Skypersonic”) a Michigan corporation. The acquisition
of Skypersonic was made pursuant to Share Purchase and Liquidity Event Agreements among the Company, Red Cat Skypersonic, Inc., a Nevada
corporation and our wholly-owned subsidiary, Giuseppe Santangelo the founder and majority shareholder of Skypersonic, and certain holders
of common stock and SAFE agreements representing 97.46% of Skypersonic (the “Sellers”) and Wayne State University Anderson
Engineering Ventures Institute. Pursuant to the Agreements, we acquired all of the issued and outstanding share capital of Skypersonic
in exchange for issuance of $3,000,000 of our common stock, at the Volume Weighted Average Price (VWAP) of our common stock on May 7,
2021 of $4.0154 per share. At closing, we issued 857,124 shares common stock to the Sellers.
Skypersonic, Inc., is a provider
of drone products and software solutions that enable drone inspection flights that can be executed by pilots anywhere in the world. Skypersonic
powers drones to “Fly Anywhere” and “Inspect the Impossible”. Its patented software and hardware solutions allow
for inspection services in restricted spaces where GPS is not allowed or available. Skycopter is a miniature drone fitted into a cage
to avoid damage to inspected areas and the drone. Skyloc is a stand-alone, real time, software system which enables the drone to record
and transmit inspection data while being operated from thousands of miles away. Skypersonic’s intellectual property portfolio includes
eight US and European patents.
On July
18, 2021, The Company entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, a division of
Fordham Financial Management, Inc., as representative of the underwriters (the “ThinkEquity”), pursuant to which on July
21, 2021, the Company sold to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate
of 13,333,334 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering
price of $4.50 per share. The shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-3,
as amended (File No. 333-256216), filed with the Securities and Exchange Commission (the “Commission”), which was declared
effective by the Commission on June 14, 2021 (the “Registration Statement”), and a Supplement to the Prospectus contained
in the Registration Statement filed with the Commission on July 19, 2021.
On August 31, 2021,
we closed on the acquisition of Teal Drones Inc., (“Teal”) a Delaware corporation. Our acquisition of Teal was made pursuant
to an Agreement and Plan of Merger by and among Red Cat Holdings, Inc., Teal Acquisition I Corp., a Delaware corporation (“Acquisition”)
and our wholly-owned subsidiary, and Teal, as amended and restated August 31, 2021 (the “Merger Agreement”).
Teal is a leader
in commercial and government unmanned aerial vehicle (“UAV”) technology and manufactures the Golden Eagle drone, approved
by the US Department of Defense for reconnaissance, public safety, and inspection applications.
Pursuant to the
Merger Agreement, we acquired all of the issued and outstanding share capital of Teal in exchange for $14,000,000 of our common stock,
par value $0.001 per share (“Common Stock”) at the Volume Weighted Average Price (VWAP) of our Common Stock on August 31,
2021 of $2.908 per share, reduced by the amount of Teal debt assumed consisting of approximately $1.67 million payable to Decathlon Alpha
IV, L.P., (“DA4”), approximately $771,000 payable to other creditors and approximately $686,000 in working capital deficit,
for a net closing date payment of $10,872,753.19. At closing, we issued 3,738,911 shares of our Common Stock (the “Merger Consideration”).
On August 31, 2021, the Company, Acquisition, Teal and George Matus, as Shareholder Representative, entered into an Escrow Agreement
with Equity Stock Transfer, LLC. Fifteen (15%) percent of the Merger Consideration (the “Escrow Shares”) was deposited in
an escrow account as security for working capital adjustments and indemnification obligations for a period of eighteen (18) months under
the Merger Agreement. The indemnification obligations feature a basket amount of fifty-thousand dollars ($50,000) before any claim can
be asserted and is subject to a cap equal to the value of the Escrow Shares. George Matus, founder of Teal, will continue in the role
of Chief Executive Officer of Teal pursuant to an employment agreement entered August 31, 2021.
The
consideration payable under the Merger Agreement may be increased upon the achievement of certain milestones set forth in the Merger
Agreement (the “Earn-Out Consideration”). The Earn-Out Consideration, if earned, is issuable at the VWAP of the Company within
thirty (30) days of the determination that Earn-Out Consideration is payable. Additional shares of Common Stock may become issuable by
the Company in the event that within twenty-four (24) months following closing of the Merger, Teal realizes certain revenue targets:
| · | A
total of Sixteen Million Dollars ($16,000,000) in additional shares of Common Stock may become
issuable in the event that sales and services of Teal’s Golden Eagle drones shall have
equaled at least Thirty-six Million Dollars ($36,000,000). Assuming the applicable share
price under the 30-day VWAP calculation were $2.00, 8,000,000 shares would be issuable by
us upon achievement of this milestone. |
| · | A
total of Ten Million Dollars ($10,000,000) in additional shares of Common Stock may become
issuable in the event that sales and services of Teal’s Golden Eagle drones shall have
equaled at least $24 million ($24,000,000) but less than $36 million ($36,000,000). Assuming
the applicable share price under the 30-day VWAP calculation were $2.00, 5,000,000 shares
would be issuable by us upon achievement of this milestone. |
| · | A
total of Four Million Dollars ($4,000,000) in additional shares of Common Stock may become
issuable in the event that sales and services of Teal’s Golden Eagle drones shall have
equaled at least Eighteen Million Dollars ($18,000,000) but less than Twenty-Four Million
Dollars ($24,000,000). Assuming the applicable share price under the 30-day VWAP calculation
were $2.00, 2,000,000 shares would be issuable by us upon achievement of this milestone. |
To
date, Teal has generated a total of $1,711,000 in revenue since the closing of the merger.
Our
internet address is www.redcatholdings.com. Information on our website is not incorporated into this prospectus.
Risk Factors
Our business is subject to numerous risks. For a discussion
of the risks you should consider before purchasing shares of our common stock, see “Risk Factors” on page 3 of this prospectus.
The Offering
This prospectus relates to the proposed resale or
other disposition from time to time of up to 12,333,033 shares of our common stock, $0.001 par value per share, by the selling
shareholders identified in this prospectus. See “Selling Shareholders” and “Plan of Distribution.”
The selling shareholders may offer to sell the shares
being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated
prices. Our common stock is listed on the Nasdaq Capital Market under the symbol “RCAT.”
We will not receive any of the proceeds from the sale
of shares of our common stock in this offering.
RISK FACTORS
Any investment in our securities
involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in
this prospectus before deciding whether to purchase our securities. Our business, financial condition and results of operations could
be materially adversely affected by these risks if any of them actually occur. This prospectus also contains forward-looking statements
that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including the risks we face as described below and elsewhere in this prospectus.
If we do not hold an annual meeting of shareholders
within the near future, we face a risk that our common stock could be delisted from the Nasdaq Stock Market.
On May 2, 2022, we received notice from The Nasdaq
Stock Market (“Nasdaq”) that, because we have not yet held an annual meeting of shareholders within twelve months of the
end of our April 30, 2021 fiscal year, we are out of compliance with the Nasdaq rules for continued listing (Listing Rules 5620(a) and
5810(c)(2)(G)). Under the applicable Nasdaq rules, we now have 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts
our plan, we may be granted an exception of up to 180 calendar days from our most recent fiscal year end, or until October 27, 2022,
to regain compliance. In response to the notice, we intend to schedule an annual meeting of shareholders within a time frame sufficient
to regain compliance with applicable listing rules. If, however, we are unable to schedule and properly conduct an annual shareholder
meeting within the near future, or if Nasdaq is no in agreement with our plans in this regard, we face a risk that our common stock could
be delisted from the exchange. In that event, the value of our common stock could decline drastically and existing shareholders may face
difficulties in liquidating their shares.
Certain forum selection provisions in our articles
of incorporation may not be enforceable.
Our Amended and Restated Articles of Incorporation
contain provisions requiring that certain shareholder suits, including (i) any derivative action or proceeding brought on behalf of the
company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company
to the company or the company’s stockholders; (iii) any action asserting a claim against the company arising pursuant to any provision
of the Nevada Revised Statutes, the Articles of Incorporation, or the Bylaws of the company; or (iv) any action asserting a claim against
the company governed by the internal affairs doctrine. These provisions do not (and do not purport to) waive any substantive shareholder
rights, and instead specify that any suit covered by the provisions must be brought in the state or federal courts located in Washoe
County, Nevada. To the extent that any such shareholder suit were to allege a violation of the Securities Act or the Exchange Act, it
is uncertain whether the forum selection provisions in our Articles of Incorporation would be enforced by the courts. Investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder, and concurrent federal and state jurisdiction
lies over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
In the event that certain milestones are achieved
by our Teal Drones subsidiary, we will be required to issue a substantial number of additional shares of common stock to the former owners
of Teal Drones, resulting in dilution to existing shareholders.
As discussed above, the consideration payable
under our Merger Agreement with Teal Drones may be increased upon the achievement of certain milestones set forth in the Merger Agreement
(the “Earn-Out Consideration”). The Earn-Out Consideration, if earned, is issuable at the VWAP of the Company within thirty
(30) days of the determination that Earn-Out Consideration is payable. Additional shares of Common Stock may become issuable by the Company
in the event that within twenty-four (24) months following closing of the Merger, Teal realizes certain revenue targets. As an illustration,
using $2.00 per share (a typical recent share price) as the hypothetical VWAP applicable to the Earn-Out Consideration, we would be required
to issue 8,000,000 new shares of our common stock (an increase of approximately 15% over our current shares outstanding) if the highest
milestone were achieved by Teal Drones within the next 24 months. To date, Teal has generated a total of $1,711,000 in revenue since
the closing of the merger. Depending on whether Teal Drones achieves a milestone, which milestone is achieved, and our share price at
the applicable time, investors in our common stock could face substantial dilution as a result of the earn-out provisions of the Teal
Drones merger.
Investing in our securities involves
a high degree of risk. Before making an investment decision, you should consider carefully the additional risks, uncertainties
and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports
on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this
prospectus.
Our business, affairs, prospects,
assets, financial condition, results of operations and cash flows could be materially and adversely affected by these risks. For more
information about our SEC filings, please see “Where You Can Find More Information”.
USE OF PROCEEDS
We will not receive any of the
proceeds from the sale of shares of our common stock in this offering. The selling shareholders will receive all of the proceeds from
this offering.
SELLING SHAREHOLDERS
The shares of common stock being
offered by the selling shareholders are shares previously issued to the selling shareholders. We are registering the shares of common
stock in order to permit the selling shareholders to offer the shares for resale from time to time.
The table below lists the selling
shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders.
The second column lists the number of shares of common stock beneficially owned by each selling shareholder as of May 31, 2022.
The third column lists the shares of common stock being offered by this prospectus by the selling shareholders.
The selling shareholders may sell
all, some or none of their shares in this offering. See “Plan of Distribution.”
| Name of Selling Shareholder |
|
Number of Shares of
Common Stock
Owned Prior to
Offering |
|
Maximum Number of
Shares of Common
Stock to be Sold
Pursuant to this
Prospectus |
|
Number of Shares of
Common Stock
Owned After
Offering |
|
Percentage of Common
Stock to be Owned After Offering |
|
| Jeffrey M. Thompson |
|
|
12,697,438 |
a |
|
6,000,000 |
|
|
6,697,438 |
|
12.34 |
% |
|
| Gregory French |
|
|
4,031,442 |
|
|
2,000,000 |
|
|
2,031,442 |
|
3.78 |
% |
|
| Cavalry Fund I LP |
|
|
2,085,805 |
b |
|
1,020,065 |
|
|
1,065,740 |
|
1.98 |
% |
|
| Nicholas Liuzza |
|
|
1,369,857 |
c |
|
1,174,435 |
|
|
195,422 |
|
0.36 |
% |
|
| Allan Evans |
|
|
1,345,382 |
d |
|
633,705 |
|
|
711,677 |
|
1.32 |
% |
|
| Michael Laughlin |
|
|
549,833 |
|
|
471,521 |
|
|
78,312 |
|
0.15 |
% |
|
| Joseph Freedman |
|
|
354,543 |
e |
|
95,477 |
|
|
259,066 |
|
0.48 |
% |
|
| Thomas Jenkins |
|
|
237,532 |
f |
|
237,532 |
|
|
— |
|
— |
|
|
| Patrick Bowen |
|
|
237,532 |
f |
|
237,532 |
|
|
— |
|
— |
|
|
| Paul Rabinowitz |
|
|
230,949 |
|
|
172,058 |
|
|
58,891 |
|
0.11 |
% |
|
| FirstFire Global Opportunities Fund LLC |
|
|
172,156 |
g |
|
172,156 |
|
|
— |
|
— |
|
|
| US Commonwealth Life, A.I. Policy No. 2013-17 |
|
|
67,500 |
h |
|
67,500 |
|
|
— |
|
— |
|
|
| Kevin Hudy |
|
|
51,052 |
|
|
51,052 |
|
|
— |
|
— |
|
|
(a)
Includes 12,182,438 shares of common stock, 500,000 shares issuable upon the exercise of options,
and 15,000 shares issuable upon the exercise of call options.
(b)
Includes 1,065,740 shares of common stock, 201,666 shares issuable upon the exercise of warrants
and 818,399 shares of common stock issuable upon the conversion of Series B Preferred Stock. Thomas Walsh is the Managing Member of Cavalry
Fund I LP, and in that capacity, has authority over investment and voting decisions regarding its common stock.
(c)
Consists of 929,869 shares of common stock, 335,000 shares issuable upon the exercise of
warrants, 100,000 shares issuable upon the exercise of options, and 4,988 shares of restricted stock vesting in the next 60
days
(d)
Represents 1,057,503 shares of common stock and 287,879 shares issuable upon the vesting
of restricted stock
(e)
Includes 127,195 shares of common stock, 225,000 shares issuable upon the exercise
of options, and 2,348 shares of restrcited stock vesting in the next 60 days
(f)
Includes 102,532 shares of common stock and 135,000 shares issuable upon the exercise of warrants
(g)
Eli Fireman is the Managing Member of FirstFire Global, and in that capacity, has authority over
investment and voting decisions regarding its common stock.
(h)
Represents 67,500 shares of common stock issuable upon the exercise of warrants
PLAN OF DISTRIBUTION
Each selling shareholder (the
“Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or
trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling
Shareholder may use any one or more of the following methods when selling securities:
| |
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
|
|
| |
● |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| |
|
|
| |
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
● |
an exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
● |
privately negotiated transactions; |
| |
|
|
| |
● |
settlement of short sales; |
| |
|
|
| |
● |
in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security; |
| |
|
|
| |
● |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
|
| |
● |
a combination of any such methods of sale; or |
| |
|
|
| |
● |
any other method permitted pursuant to applicable law. |
The Selling
Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended
(the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.
In connection
with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling
Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. Each of the Selling Shareholders has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
Under applicable
rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage
in market making activities with respect to the shares of common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
shares of common stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling
Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the
sale (including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
The Crone Law Group, P.C. has
opined on the validity of the securities being offered hereby.
EXPERTS
The consolidated financial statements
of the Company as of April 30, 2021 and 2020, and for the years then ended included in this prospectus have been so included in reliance
on the report of BF Borgers, CPA, PC an independent registered public accounting firm, which includes an explanatory paragraph about the
Company’s ability to continue as a going concern, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements
of the acquired company Teal Drones, Inc. as of December 31, 2020, and for the year then ended included in this prospectus have been so
included in reliance on the report of BF Borgers, CPA, PC an independent registered public accounting firm.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and
special reports, along with other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov.
This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended.
This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules.
You may obtain the registration statement and exhibits to the registration statement from the SEC’s internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration
statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information that we
file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and
supersede this information. The following documents are incorporated by reference and made a part of this prospectus:
All documents that we file with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act: (i) after the date of the initial registration statement and prior to
its effectiveness; and (ii) subsequent to the effective date of this registration statement and prior to the filing of a post-effective
amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that deregisters
all securities then remaining unsold; will be deemed to be incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC (including without limitation, information furnished under Item 2.02 or Item 7.01 of Form 8-K, and any exhibits
relating to such information).
Any statement contained in this prospectus or in a
document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained herein or in the applicable prospectus supplement or in any other subsequently
filed document which also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The information about us contained in this prospectus
should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these
filings, at no cost, by writing or telephoning us at:
Red Cat Holdings, Inc.
370 Harbour Drive
Palmas del Mar, Humacao, PR, 00791
(833) 373-3228.
PART II
INFORMATION NOT REQUIRED IN A PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The following table sets forth
an itemization of the various expenses payable by the registrant in connection with the sale of securities being registered. All amounts
are estimates except for the SEC registration fee.
| Item |
|
Amount
to be paid |
|
| SEC registration fee |
|
$
|
2,336.50 |
|
| Legal fees and expenses |
|
|
5,000 |
|
| Accounting fees and expenses |
|
|
— |
|
| Miscellaneous expenses |
|
|
— |
|
| Total |
|
$ |
7,336.50 |
|
Item 15. Indemnification of Directors
and Officers.
Section 78.7502(1) of the Nevada
Revised Statutes (“NRS”) provides that a corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(except an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person: (i)
is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud or a knowing violation of law; or (ii) acted
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
NRS Section 78.7502(2) further
provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including
amounts paid in settlement and attorneys’ fees actually and reasonably incurred in connection with the defense or settlement of
the action or suit if such person: (i) is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud or a
knowing violation of law; or (ii) acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the
best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the circumstances of the case the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (1) and (2) of NRS Section 78.7502, as described above, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection with the defense.
The articles of incorporation,
as amended, and the amended and restated bylaws of the Company provide that the Company shall, to the fullest extent permitted by the
NRS, as now or hereafter in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the Company, by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he: (i) is not liable pursuant to NRS Section 78.138; or (ii) acted
in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Under the terms of an Indemnification
Agreement, subject to certain exceptions specified in the Indemnification Agreement, we have also agreed to indemnify our officers and
directors (the “Indemnitees”) to the fullest extent permitted by Nevada law in the event the Indemnitee becomes subject to
or a participant in certain claims or proceedings as a result of the Indemnitee’s service as a director or officer. We will also,
subject to certain exceptions and repayment conditions, advance to the Indemnitees specified indemnifiable expenses incurred in connection
with such claims or proceedings.
Item 16. Exhibits and Financial Statement Schedules
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 18, 2021, between the Company and ThinkEquity, as Representative of the Several Underwriters (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2021) |
| 1.2 |
|
Underwriting Agreement, dated April 29, 201 between the Company and ThinkEquity (incorporated by reference to Exhibit 1.1. to the Company’s Current Report on Form 8-K dated with the SEC on April 30, 2021) |
| 2.1 |
|
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) |
| 2.2 |
|
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) |
| 2.3 |
|
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) |
| 2.4 |
|
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) |
| 2.5 |
|
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) |
| 2.6 |
|
Amendment No. 2 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) |
| 3.1 |
|
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) |
| 3.2 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021) |
| 3.3 |
|
Certification of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2018) |
| 3.4 |
|
Certification of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2018) |
|
| 3.5 |
|
Amendment No. 1 to Certification of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2018) |
| 3.6 |
|
Certificate of Withdrawal, dated May 13, 2019 of Certification of Designation of the Series A Preferred Stock, dated December 6, 2018, Series E Convertible Preferred Stock, dated January 3, 2018 and the Amendment to the Certification of Designation of the Series E Convertible Preferred Stock, dated January 3, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2019) |
| 3.7 |
|
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) |
| 3.8 |
|
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) |
| 5.1 |
|
Opinion of The Crone law Group, P.C. as to
the legality of the securities being registered* |
| 10.1 |
|
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) |
| 10.2 |
|
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) |
| 10.3 |
|
Warrant, dated May 6, 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) |
| 10.4 |
|
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) |
| 10.5 |
|
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) |
| 10.6 |
|
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) |
| 10.7 |
|
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) |
| 10.8 |
|
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) |
| 10.9 |
|
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) |
| 10.1 |
|
Redemption Letter for Series A Preferred Stock, dated May 9, 2019, from Timefire to Jonathan (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) |
| 10.11 |
|
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) |
| 10.12 |
|
$175,000 Promissory Note, dated January 23,
2020, issued to Brains Riding in Tanks. LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form
8-K filed with the SEC on January 29, 2020) |
| 10.13 |
|
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) |
|
| 10.14 |
|
Share Purchase and Liquidity Event Agreements, dated February 11, 2021 among the Company, Giuseppe Santangelo, the holders of common stock and SAFE agreements representing 97.46% of Skypersonic (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2021) |
| 10.15 |
|
Agreement and Plan of Merger, dated July 13, 2021, among the Company, Teal Drones, Inc and Teal Acquisition I Corp. and stockholders of Teal Drones, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2021) |
| 10.16 |
|
Executive Employment Agreement with Jeffrey Thompson, dated March 31, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021) |
| 10.17 |
|
Employment Agreement with Joseph Hernon, dated July 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2021) |
| 10.18 |
|
Consulting Agreement Joseph Freedman, dated July 7, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2021). |
| 10.19 |
|
Amended and Restated Agreement and Plan of Merger dated as of August 31, 2021, by and among Teal Drones, Inc., Red Cat Holdings, Inc., and Teal Acquisition I Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021) |
| 10.20 |
|
Amended and Restated Loan and Security Agreement dated as of August 31, 2021, by and between Teal Drones, Inc. and Decathlon Alpha IV, L.P. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021) |
| 10.21 |
|
Joinder Agreement dated as of August 31, 2021, by and between Red Cat Holdings, Inc. and Decathlon Alpha IV, L.P. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021) |
| 10.22 |
|
Escrow Agreement dated as of August 31, 2021, by and between Red Cat Holdings, Inc. Teal Acquisition I Corp., Teal Drones, Inc., George Matus, as Shareholder Representative, and Equity Stock Transfer, LLC. (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021) |
| 10.23 |
|
Employment Agreement dated as of September 1, 2021 with George Matus. (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2021) |
| 10.24 |
|
Form of Indemnification Agreement of Red Cat Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021) |
| 21.1 |
|
List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed with the SEC on August 12, 2021) |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm* |
| 23.2 |
|
Consent of The Crone Law Group, P.C. (included as part of Exhibit 5.1) |
| 107 |
|
Filing Fee Table (Incorporated by reference to
Registration Statement on Form S-3 filed May 6, 2022) |
* Filed herewith
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
provided, however, Paragraphs (a)(1)(i), (a)(1)(ii)
and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant
to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date; or
(5) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to
the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
(b) The registrant hereby undertakes that for
purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d) The registrant hereby undertakes that:
(1) For purposes of determining any liability
under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability
under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and 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 May __, 2022.
| |
RED CAT HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Jeffery M. Thompson |
|
| |
Jeffrey M. Thompson |
| |
President and Chief Executive Officer
(Principal Executive Officer)
|
| |
/s/ Joseph Hernon |
|
| |
Joseph Hernon |
| |
Chief Financial Officer |
| |
(Principal Financial and Accounting Officer)
|
POWER OF ATTORNEY
We, the undersigned officers and
directors of Red Cat Holdings, Inc. hereby severally constitute and appoint Jeffrey M. Thompson and Joseph Hernon, our true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and
all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments)
to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on
the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/ Jeffrey M. Thompson
Jeffrey M. Thompson |
|
President,
Chief Executive Officer, and Director
(Principal executive officer) |
|
June 2,
2022 |
| |
|
|
|
|
|
/s/ Joseph Hernon
Joseph Hernon |
|
Chief Financial Officer
(Principal financial and accounting officer) |
|
June 2,
2022 |
|
| |
|
|
|
|
|
/s/ Joseph Freedman
Joseph Freedman |
|
Director |
|
June 2,
2022 |
| |
|
|
|
|
|
/s/ Nicholas Liuzza Jr.
Nicholoas Liuzza Jr. |
|
Director |
|
June 2,
2022 |
| |
|
|
|
|
|
/s/ Jonathan Read
Jonathan Read |
|
Director |
|
June 2,
2022 |
| |
|
|
|
|
|
/s/ Christopher R. Moe
Christopher R. Moe |
|
Director |
|
June 2,
2022 |
20