Form 8-K

8-K — Red Cat Holdings, Inc.

Accession: 0001104659-26-063175

Filed: 2026-05-18

Period: 2026-05-14

CIK: 0000748268

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

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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

Date of Report (Date of earliest event reported):

May 14, 2026

Red Cat Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-40202

88-0490034

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

15 Ave. Munoz Rivera Ste 2200

San Juan, PR

(Address of principal executive offices)

00901

(Zip Code)

Registrant’s telephone number, including

area code: (800) 466-9152

Not Applicable

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001

RCAT

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01. Other Events.

As previously disclosed,

on May 12, 2026, Red Cat Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)

with Evercore Group L.L.C. and BofA Securities, Inc., as representatives of the underwriters named therein (the “Underwriters”),

related to the offer and sale of shares of the Company’s common stock (the “Offering”). The Underwriting Agreement provided

for the offer and sale by the Company, and the purchase by the Underwriters, of 23,936,171 shares of the Company’s common stock

at a price to the public of $9.40 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option

to purchase up to 3,590,425 additional shares of common stock (the “Option Shares”). On May 14, 2026, the Underwriters exercised

in full their option and on May 18, 2026, the Underwriters purchased an additional 3,590,425 Option Shares.

The Company intends to

use the net proceeds from the purchase of the Option Shares for general corporate purposes and continued acceleration of strategic growth

initiatives, including, but not limited to, acquisitions or business expansion, research and development, capital expenditures and working

capital.

The Option Shares are

being sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-295792) that was automatically effective

upon filing on May 12, 2026 and a related base prospectus and prospectus supplements thereunder.

The legal opinion and

consent of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the Option Shares issued in the Offering is filed herewith

as Exhibit 5.1.

This Current Report on

Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any

sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial

Statements and Exhibits.

d) Exhibits.

Exhibit No.

Description

1.1*

Underwriting Agreement dated May 12, 2026, by and among Red Cat Holdings, Inc. Evercore Gorup L.L.C. and BofA Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2026).

5.1

Opinion of Sheppard, Mullin, Richter & Hampton LLP

23.1

Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Previously filed.

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.

Dated: May 18, 2026

By:

/s/ Christian Morrison

Name:

Christian Morrison

Title:

Chief Finacial Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

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Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP

12275 El Camino Real, Suite 100

San Diego, CA 92130-4092

858.720.8900 main

858.509.3691 fax

www.sheppardmullin.com

May 18, 2026

VIA EDGAR

Red Cat Holdings, Inc.

2800 S West Temple, Suite 5

South Salt Lake, UT 84115

Re: Registration Statement on Form S-3ASR

Ladies and Gentlemen:

We have acted as counsel to

Red Cat Holdings, Inc., a Nevada corporation (the “Company”), with respect to certain matters in connection with

the offering by the Company of 3,590,425 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common

Stock”), pursuant to the Company’s Registration Statement on Form S-3ASR (No. 333-295792) (as amended, the “Registration

Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act

of 1933, as amended (the “Act”), the prospectus included in the Registration Statement (the “Base Prospectus”),

and the preliminary prospectus supplement and final prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b) under

the Act supplementing the Base Prospectus (the Base Prospectus, preliminary prospectus and final prospectus, are collectively referred

to herein as the “Prospectus”). The Shares are to be sold by the Company pursuant to that certain underwriting agreement

(the “Underwriting Agreement”), dated May 12, 2026, by and between the Company, Evercore Group L.L.C., BofA Securities, Inc.,

and each of the other Underwriters named in Schedule A thereto (collectively, the “Underwriters”), as described in

the Prospectus.

This opinion letter is being

furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act and it is understood that this opinion

letter is to be used only in connection with the offer and sale of the Shares while the Registration Statement is effective under the

Act.

In connection with this opinion

letter, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration

Statement, the Prospectus, the Company’s Amended and Restated Articles of Incorporation, and Amended and Restated Bylaws, each as

currently in effect, the Underwriting Agreement, and such records, documents, certificates, memoranda and other instruments as in our

judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed: the genuineness of all signatures,

including endorsements; the legal capacity and competency of all natural persons; the authenticity of all documents submitted to us as

originals; the conformity to originals of all documents submitted to us as copies, including facsimile, electronic, certified or photostatic

copies the authenticity of the originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates

of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization,

execution and delivery are prerequisites to the effectiveness thereof. As to any facts relevant to the opinion expressed below, we relied

upon statements and representations of officers and other representatives of the Company and others and of public officials and have not

independently established or verified such facts.

Based upon the foregoing and

subject to the qualifications and assumptions stated herein, we are of the opinion that, (i) the Shares have been duly authorized

by all requisite corporate action on the part of the Company under the Nevada Revised Statutes (the “NRS”) and, when

the Shares are delivered and paid for by the purchasers in accordance with the terms of the Underwriting Agreement and when evidence of

the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully paid and nonassessable.

-1-

Sheppard, Mullin, Richter & Hampton LLP

12275 El Camino Real, Suite 100

San Diego, CA 92130-4092

858.720.8900 main

858.509.3691 fax

www.sheppardmullin.com

The opinion which we render

herein is expressly limited solely to those matters governed by the NRS and is based on the NRS as in effect on the date hereof. We express

no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance

with respect to any other laws or as to compliance with any federal or state securities law, rule or regulation or as to any matter

pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein.

We hereby consent to the filing

of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on or about

the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm in

the “Legal Matters” section in the Prospectus. In giving this consent, we do not thereby admit that we are within the category

of persons whose consent is required under Section 7 of the Act or the General Rules and Regulations under the Act.

This opinion letter is rendered

as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which

hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly

limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating

to the Company, the Shares or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing

no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares, or as to the effect that

their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied or inferred beyond

the opinion expressly stated above.

Respectfully submitted,

/s/ Sheppard, Mullin, Richter & Hampton LLP

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

-2-

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