{"schema_version":"secwatch.filing_event.v1","accession":"0001554795-23-000109","form_type":"8-K","ticker":"RCAT","cik":"0000748268","company_name":"Red Cat Holdings, Inc.","filed_at":"2023-04-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.146146+00:00","generated_at":"2026-06-17T06:08:04.452005+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Red Cat Holdings amends stock purchase agreement for sale of consumer drone business to Unusual Machines","bullets":["Cash consideration reduced to $3.0 million plus working capital adjustment; non-cash consideration changed to $17 million in Unusual common stock at IPO price.","Termination date of the agreement extended to June 12, 2023; prior convertible notes and preferred stock provisions eliminated.","Unusual must deposit $1.0 million cash into escrow upon SEC effectiveness of its registration statement.","Red Cat engaged WaveCrest Securities with a $25,000 retainer, $5,000 monthly fee, and 6% success fee to solicit alternative bidders.","Shareholders representing a majority of disinterested voting capital approved the sale to Unusual on March 8, 2023."],"urls":{"canonical":"https://secwatch.observer/filing/0001554795-23-000109","json":"https://secwatch.observer/filing/0001554795-23-000109.json","markdown":"https://secwatch.observer/filing/0001554795-23-000109.md","text":"https://secwatch.observer/filing/0001554795-23-000109.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/748268/000155479523000109/0001554795-23-000109-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/748268/000155479523000109/rcat0404form8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T06:08:04.452005+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"577c93eb996544412ec211f9d11250c93f694744","claim":"Red Cat Holdings, Inc. entered into Engagement with WaveCrest Securities LLC with WaveCrest Securities LLC valued at Fixed fee of $25,000, plus $5,000 per month commencing May 5, 2023, and a six (6%) percent success f (effective 2023-03-31).","evidence_excerpt":"On March 31, 2023, the Company engaged WaveCrest Securities LLC and agreed to a fixed fee of $25,000, plus $5,000 per month commencing May 5, 2023, and a six (6%) percent success fee, plus reimbursement of expenses, upon closing of an alternative transaction.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/748268/000155479523000109/0001554795-23-000109-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"WaveCrest Securities LLC"},{"label":"Value","value":"Fixed fee of $25,000, plus $5,000 per month commencing May 5, 2023, and a six (6%) percent success f"},{"label":"Effective","value":"2023-03-31"}],"fact_type":"material_agreement"},{"claim_id":"cd89e36f94eeb4c906de5e13206324825089bc63","claim":"Red Cat Holdings, Inc. amended Amendment to Stock Purchase Agreement with Unusual Machines, Inc. valued at Cash consideration reduced to $3.0 million, plus $17 million in shares of Unusual common stock (effective 2023-03-31).","evidence_excerpt":"On March 31, 2023, the SPA was amended (the “ Amendment ”). Under the Amendment, the cash consideration payable at closing was reduced to $3.0 million, as may be adjusted for working capital on the closing date (increased for positive working capital and decreased for negative working capital), and the non-cash consideration adjusted to provide for payment of $17 million in shares of Unusual’s common stock, par value $0.01 per share (the “ Unusual Common Stock ”) issued at the initial public offering price for the Unusual Common Stock.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/748268/000155479523000109/0001554795-23-000109-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Unusual Machines, Inc."},{"label":"Value","value":"Cash consideration reduced to $3.0 million, plus $17 million in shares of Unusual common stock"},{"label":"Effective","value":"2023-03-31"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}