---
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"
generated_at: "2026-06-17T06:08:04.452005+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Red Cat Holdings amends stock purchase agreement for sale of consumer drone business to Unusual Machines

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001554795-23-000109
- JSON: https://secwatch.observer/filing/0001554795-23-000109.json
- Plain text: https://secwatch.observer/filing/0001554795-23-000109.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Counterparty: WaveCrest Securities LLC
  - Value: 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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/748268/000155479523000109/0001554795-23-000109-index.htm
- Material Agreements
  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).
  - Action: amendment
  - Agreement: asset purchase
  - Counterparty: Unusual Machines, Inc.
  - Value: Cash consideration reduced to $3.0 million, plus $17 million in shares of Unusual common stock
  - Effective: 2023-03-31
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/748268/000155479523000109/0001554795-23-000109-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.