UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 18, 2025, Red Cat Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 21, 2025 (the “Record Date”), there were 90,514,996 shares of common stock (the “Common Stock”) outstanding, each share being entitled to one vote. Accordingly, as of the Record Date, there were 90,514,996 votes available to be cast. At the Annual Meeting, the holders of 50,411,836 shares of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025.
Proposal 1 – Election of five directors to hold office until the Annual Meeting of Stockholders to be held in 2026 or until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.
| Nominee | For | Withheld | Broker Non-Votes | ||||||
| Jeffrey M. Thompson | 22,060,730 | 521,286 | 27,829,820 | ||||||
| Joseph Freedman | 9,992,912 | 12,589,103 | 27,829,821 | ||||||
| General (R) Paul E. Funk II | 9,486,350 | 13,095,665 | 27,829,821 | ||||||
| Nicholas Liuzza Jr. | 9,326,848 | 13,255,168 | 27,829,820 | ||||||
| Christopher R. Moe | 9,979,478 | 12,602,537 | 27,829,821 |
Proposal 2 – The ratification of the appointment of dbbmckennon as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstentions | Broker Non-Votes | |||||||
| 49,006,127 | 936,788 | 468,921 | 0 |
Proposal 3 – The approval of the issuance of all shares of common stock which are or may be issuable to Lind Global Asset Management XI LLC and Lind Global Asset Management X LLC pursuant to certain secured convertible notes and warrants issued to the Lind entities.
| For | Against | Abstentions | Broker Non-Votes | |||||||
| 21,201,292 | 1,119,721 | 261,002 | 27,829,821 |
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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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.
| RED CAT HOLDINGS, INC. | ||
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| Dated: June 20, 2025 | By: | /s/ Christian Koji Ericson |
| Name: | Christian Koji Ericson | |
| Title: | Chief Financial Officer | |
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