Red Cat Holdings, Inc. (RCAT): M&A transaction — Red Cat closes sale of consumer division to Unusual Machines for $20M; corrects Thompson stake

Red Cat Holdings, Inc.

Total consideration: $1M cash, $2M 8% promissory note (18-month term), and $17M UMAC stock (4.25M shares, ~48.66% of UMAC).
Red Cat exited consumer drones (Rotor Riot, Fat Shark); will focus exclusively on military/government drone tech (Teal Drones).
5-year non-compete bars UMAC from selling Group 1/2 UAVs to government customers; referral revenue share of 10% for Teal.
Amendment corrects Jeffrey Thompson's UMAC ownership to 328,500 shares (3.76%) from previously reported 1,557,000.
UMAC must register 500,000 shares for resale within 120 days of IPO registration effectiveness.

item 2.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

Red Cat Holdings, Inc. completed a disposition involving Unusual Machines, Inc. for $20 million (closed 2024-02-16).

Action: disposition
Counterparty: Unusual Machines, Inc.
Consideration: $20 million
Closing: 2024-02-16

Exact text from the filing

Advisors, Inc. Consideration for Sale of Consumer Division Under the SPA The total consideration received by the Company for its sale of Rotor Riot and Fat Shark was valued at $20 million, and consisted of the following elements: · $1 million in cash, which was paid from the proceeds of UMAC’s initial public offering; · $2 million in the form of a promissory note

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9 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Red Cat Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001554795-24-000026

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