8-K - Red Cat Holdings, Inc. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

Red Cat Holdings entered a definitive agreement to acquire Quaze Technologies for approximately $25 million in stock, plus up to $5 million in earnout consideration, with a closing deadline of December 31, 2026.

Key Takeaways

1Red Cat will acquire all issued and outstanding capital stock of Quaze Technologies, a Quebec-based corporation, through its direct wholly-owned subsidiary 9563-4747 Quebec Inc.

2Closing consideration is approximately $25,000,000 in shares of Company common stock, subject to customary adjustments for indebtedness, transaction expenses, and net working capital.

3An additional earnout consideration of up to $5,000,000 in Company common stock is payable upon achievement of specific integration, revenue, and gross margin thresholds.

4The Purchase Agreement may be terminated by either party if closing conditions are not satisfied by December 31, 2026.

5Closing is contingent on customary conditions including regulatory approvals, accuracy of representations, and continued Nasdaq listing of the Company's common stock.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Share Purchase Agreement with respect to the acquisition of all the shares in the capital of Quaze Technologies, Inc

Material Agreement

$25.0M$5.0M

Source Document

9.01

Financial Statements and Exhibits. d) Exhibits. Exhibit No.: 10.1 | Description: Share Purchase Agreement, dated March 30, 2026, by and among the Company, 9563

Exhibits Only

Transaction Details

Acquisition / Disposition

Target: Quaze Technologies Inc.
Consideration: Approximately $25,000,000 in shares of Company common stock, subject to customary adjustments for indebtedness, transaction expenses and net working capital; plus up to an additional $5,000,000 in shares of Company common stock as earnout consideration.
Structure: Share Purchase Agreement for all issued and outstanding capital stock

•Closing subject to satisfaction or waiver of customary closing conditions
•Obtaining or waiver of required approvals or notices, including certain regulatory approvals
•Continued listing of the Company's common stock on The Nasdaq Capital Market
•Company remaining subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934
•Termination right if certain conditions to closing have not occurred on or prior to December 31, 2026

Material Agreement

Agreement: Share Purchase Agreement
Parties: Red Cat Holdings, Inc., 9563-4747 Quebec Inc., Equity holders of Quaze Technologies Inc., Vendors' Representative

•Dated as of March 30, 2026
•Purchaser is a direct wholly-owned subsidiary of Red Cat Holdings, Inc.
•Includes customary representations, warranties and covenants
•Vendors obligated to conduct business of Quaze in ordinary course consistent with past practice
•Termination provisions include right to terminate by mutual consent or for material breach not cured within 30 days

Exhibits (2)

10.1

EX-10.1

8-K