Airship AI Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

December 11, 2025

Date of Report (Date of earliest event reported)

Registrant’s telephone number, including area code: (877) 462-4250

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07. Submission of Matters to a Vote of Security Holders.

Airship AI Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on December 11, 2025. The results of the Annual Meeting are set forth below.

As of October 20, 2025, the record date, there were 34,175,563 shares of common stock outstanding eligible to vote at the meeting. Proxies representing 23,734,736 shares were received, or approximately 69.4% of the shares issued and outstanding and entitled to vote at the meeting; therefore, a quorum was present.

Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on October 27, 2025.

Proposal No. 1 – To elect five directors to serve on the Board until the 2026 Annual Meeting of Stockholders.

The five director nominees proposed by the Company’s Board of Directors were each re-elected to serve on the Board until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The final voting results for each nominee were as follows:

Proposal No. 2 – To ratify the appointment of BPM, LLP of Santa Rosa, CA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025

Stockholders voted to ratify the appointment of BPM, LLP of Santa Rosa, CA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results were as follows:

Proposal No. 3 – To approve an amendment to the Airship AI Holdings, Inc. 2023 Amended and Restated Equity Incentive Plan, to increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the plan by 2,000,000 shares

Stockholders voted to approve an amendment to the Equity Incentive Plan, to increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the plan by 2,000,000 shares. The final voting results were as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.