Form 8-K

8-K — Red Cat Holdings, Inc.

Accession: 0001104659-26-064095

Filed: 2026-05-20

Period: 2026-05-19

CIK: 0000748268

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — tm2615163d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615163d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 19, 2026

Red Cat Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-40202

88-0490034

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2800 S West Temple, Suite 5

South Salt Lake, UT

(Address of principal executive offices)

84115

(Zip Code)

Registrant’s telephone number, including

area code: (800) 466-9152

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001

RCAT

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.01 Completion of Acquisition or Disposition

of Assets.

Share Purchase Agreement with respect to the

acquisition of all the shares in the capital of Quaze Technologies, Inc.

On May 19, 2026 (the “Closing Date”),

Red Cat Holdings, Inc. (the “Company”), a U.S.-based provider of advanced all-domain drone and robotic solutions for

defense and national security, completed its acquisition of Quaze Technologies Inc., a corporation formed under the laws of Quebec (“Quaze”),

pursuant to the previously announced Share Purchase Agreement with 9563-4747 Quebec Inc., a corporation formed under the laws of Quebec

and a direct wholly-owned subsidiary of the Company, the equity holders of Quaze and the Vendors’ Representative (the “Purchase

Agreement”). Pursuant to the Purchase Agreement, the Purchaser acquired all of the issued and outstanding capital stock of Quaze

(the “Acquisition”).

Acquisition Consideration

Pursuant to the Purchase Agreement, the Company

delivered closing consideration consisting of 1,923,308 shares (the “Closing Shares”) of the Company’s common stock,

par value $0.001 per share (“Common Stock”), which represents approximately $21 million of Closing Shares based on the twenty

(20) day volume-weighted price of the Common Stock on The Nasdaq Capital Market as of May 18, 2026. The closing consideration includes

amounts payable to certain directors, officers and employees of Quaze, including officers and employees who are expected to continue to

provide services to Quaze after the Acquisition.

Earnout Consideration

As additional consideration for Quaze equity holders,

the Purchase Agreement provides for the Company to pay earnout consideration of up to an additional $5,000,000 in shares of Common Stock

upon the achievement of certain integration, revenue and gross margin thresholds.

The foregoing summary of the Purchase Agreement

and the transactions contemplated thereby does not purport to be complete. It is not intended to provide any other factual information

about the Company, the Purchaser or Quaze, or to modify or supplement any factual disclosures about the Company in its public reports

filed with the SEC.

Item 3.02 Unregistered Sales of Securities

The information reported in Item 2.01 is incorporated

by reference into this Item 3.02.

The Company delivered the Closing Shares as closing

consideration for the Acquisition on the Closing Date. The issuance of the Closing Shares was not registered under the Securities Act

of 1933 (the “Securities Act”) or any state securities laws, and the Closing Shares may not be offered or sold in the United

States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities

laws. The Closing Shares were issued in a private transaction in reliance upon exemptions from registration under Section 4(a)(2) of

the Securities Act and Regulation D promulgated thereunder to persons reasonably believed to be “accredited investors” as

defined in Rule 501 under the Securities Act, or pursuant to Regulation S under the Securities Act to non-U.S. persons outside the

United States.

Pursuant to the Purchase Agreement, the Company

may issue additional shares of Common Stock upon the achievement of certain integration, revenue and gross margin thresholds. Any such

additional issuances of Common Stock pursuant to the Purchase Agreement are also expected to be issued in reliance upon exemptions from

registration under the Securities Act.

Item 7.01 Regulation FD Disclosure

On May 20, 2026, the Company issued a press

release announcing the closing of the Acquisition, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

The information under this Item 7.01 of this Current

Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act

or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit

No.

Description

99.1

Press release dated May 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K may contain "forward-looking

statements" that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained

in this Form 8-K or the press release furnished herewith are forward-looking statements. Forward-looking statements contained in

this Form 8-K or press release may be identified by the use of words such as "anticipate," "believe," "contemplate,"

"could," "estimate," "expect," "intend," "seek," "may," "might,"

"plan," "potential," "predict," "project," "target," "aim," "should,"

"will," "would," or the negative of these words or other similar expressions, although not all forward-looking statements

contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties,

risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future

events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled "Risk

Factors" in the Form 10-K filed with the Securities and Exchange Commission on March 19, 2026. Forward-looking statements

contained in this Form 8-K or the press release furnished herewith are made as of this date, and the Company undertakes no duty to

update such information except as required under applicable law.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

RED CAT HOLDINGS, INC.

Dated: May 20, 2026

By:

/s/ Jeffrey Thompson

Name:

Jeffrey Thompson

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615163d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Red Cat Closes Acquisition of Quaze Technologies

Acquisition adds wireless power capability to

Red Cat’s all-domain systems, removing a critical bottleneck to persistent autonomous operations across air, land and maritime environments

SALT LAKE CITY – May 20, 2026 (GLOBE NEWSWIRE) –

Red Cat Holdings, Inc. (Nasdaq: RCAT) (“Red Cat” or the “Company”), a U.S.-based provider of

advanced all-domain drone and robotic solutions for defense and national security, today announced it has acquired Quaze Technologies

Inc. (“Quaze”), a Québec-based developer of wireless power transfer technology for unmanned systems, drones and

autonomous machines.

Quaze will operate as an independent Red Cat business unit, continuing

to develop and scale its wireless power architecture for integration across Red Cat’s Family of Systems, while maintaining its

platform-agnostic model supporting third-party OEMs across air, ground and maritime domains.

The acquisition addresses one of the most significant remaining barriers

to true robotic autonomy: power. While unmanned systems have rapidly advanced in autonomy, navigation and mission execution, most still

rely on manual battery swaps or precise, connector-based charging systems that are difficult to deploy reliably in contested or harsh

environments. Quaze’s technology enables systems to recharge autonomously, extending mission duration while reducing operator burden

and exposure.

At the core of Quaze’s platform is its QU6 electronic architecture,

which enables large surfaces to function as wireless energy access points and can be embedded across a wide range of platforms and environments.

Unlike traditional charging approaches, the system does not require precise alignment, physical connectors or direct contact between transmitter

and receiver, allowing systems to access power even in the presence of debris, sand, ice or snow. By eliminating moving mechanical parts,

the architecture reduces failure points and enables reliable operation in real-world field conditions where conventional solutions often

break down.

“Autonomous systems are only as effective as their ability to

stay in the fight,” said Jeff Thompson, CEO of Red Cat. “Quaze gives us a critical advantage by removing one of the biggest

operational constraints, which is how systems recharge in the field. This enables longer-duration missions, supports distributed operations

across air, land and sea, and strengthens our ability to deliver fully integrated, all-domain solutions for the warfighter.”

Quaze’s technology can be deployed across a wide range of environments

and platforms, including vehicle-mounted systems, drone-in-a-box solutions, uncrewed surface vessels, fixed infrastructure and underwater

charging stations. This enables new operational concepts such as vehicle-based “mothership” deployments, distributed charging

networks and persistent operations across complex terrain, borders, infrastructure corridors and maritime environments.

Red Cat expects Quaze to play an important role in expanding its all-domain

capabilities, particularly as the Company advances further into maritime systems and multi-platform autonomy. The ability to integrate

wireless charging into uncrewed surface vessels and other mobile platforms creates new opportunities for persistent drone operations,

including swarming, extended ISR missions and autonomous deployment cycles.

The acquisition also expands Red Cat’s addressable market by

introducing a new revenue channel beyond its own platforms. Quaze’s technology is designed for seamless integration into third-party

systems as an embedded power capability, enabling adoption across a broad range of robotics platforms. This platform-agnostic approach

positions Quaze as a potential standard for wireless power across the unmanned systems ecosystem, allowing Red Cat to generate revenue

from systems it does not manufacture while accelerating adoption of autonomous technologies.

“Robotics has made major advances in autonomy and intelligence,

but energy has remained a limiting factor,” said Xavier Bidaut, Co-founder of Quaze Technologies. “Our goal is to make power

as accessible and reliable as fuel is for traditional vehicles and something every drone or robot can tap into, anywhere, without friction.

By joining Red Cat, we can accelerate that vision and help establish a common power infrastructure for autonomous systems across industries.”

Quaze’s technology has been demonstrated across multiple robotic

platforms, including aerial drones, ground systems and autonomous underwater vehicles, and is currently being evaluated for a wide range

of dual use applications. The Company’s focus on simplicity, ease of integration and operational resilience has enabled rapid adoption

across early partners and positions it to scale alongside the newest innovations in autonomous systems.

About Red Cat Holdings, Inc.

Red Cat (Nasdaq: RCAT) is a U.S.-based provider of advanced all-domain

drone and robotic solutions for defense and national security. Through its wholly owned subsidiaries, Teal Drones and FlightWave Aerospace,

Red Cat develops American-made hardware and software that support military, government, and public safety operations across air, land,

and sea. Its Family of Systems, led by Black Widow™, delivers unmatched tactical capabilities in small, unmanned aircraft systems

(sUAS). Expanding into the maritime domain through Blue Ops, Inc., Red Cat is also innovating in uncrewed surface vessels (USVs),

delivering integrated platforms designed to enhance safety and multi-domain mission effectiveness. Learn more at www.redcat.red.

About Quaze Technologies

Quaze Technologies is a leading innovator in wireless power transfer

technology. Committed to empowering autonomous systems, Quaze’s solutions are at the forefront of transforming industries and revolutionizing

how robots, drones and autonomous machines operate. The company’s cutting-edge technology enables power transfer without constraints,

making them pioneers in the world of wireless energy. www.quazetech.com

Safe Harbor Forward-Looking Statements

This press release contains "forward-looking statements"

that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press

release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words

such as "anticipate," "believe," "contemplate," "could," "estimate," "expect,"

"intend," "seek," "may," "might," "plan," "potential," "predict,"

"project," "target," "aim," "should," "will" "would," or the negative of these

words or other similar expressions, although not all forward-looking statements contain these words. Such statements include, but are

not limited to, statements relating to our intended use of proceeds from the offering, annual revenue guidance, future manufacturing capacities

and future market demand. Forward-looking statements are based on Red Cat Holdings, Inc.'s current expectations and are subject to

inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on

assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in

the section titled "Risk Factors" in the Form 10-KT filed with the SEC on March 19, 2026 and the Form 10-Q filed

with the SEC on May 7, 2026, Red Cat’s preliminary prospectus supplement filed with the SEC and the other filings that Red

Cat makes with the SEC. Forward-looking statements contained in this announcement are made as of this date, and Red Cat undertakes no

duty to update such information except as required under applicable law.

Investor Contact:

Ankit Hira

Solebury Strategic Communications for Red Cat Holdings, Inc.

E-mail: RCAT@soleburystrat.com

Media Contact:

Peter Moran

Phone: (347) 880-2895

Email: peter@indicatemedia.com

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