What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2024-08-14 compared with 2024-05-15 · 20 added, 24 removed, 17 unchanged (72% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

On January 2, 2024, the Company issued 16,086

shares of our common stock to Brandon Torres Declet as part of severance the Company and Mr.

Declet agreed to pursuant to Mr.

Termination Agreement.

The shares were issued pursuant to the exemption provided under Rule 506(b) of Regulation D of the Securities Act

On February 16, 2024, as part of the Consideration

Paid in furtherance of the Business Combination discussed elsewhere in this Quarterly Report, the Company issued 4,250,000 shares of the

Company’s common stock to Red Cat which were not registered under the Securities Act of 1933 and were exempt from registration pursuant

to Section 4(a)(2) thereunder.

On February 28, 2024,

the Company issued 175,000 shares of our common stock to an accredited investor in connection with a conversion of 35 shares of our Series

B Convertible Preferred Stock.

The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

On March 12, 2024, the Company issued 175,000

shares of our common stock to an accredited investor in connection with a conversion of 35 shares of our Series B Convertible Preferred

On April 30, 2024, the Company issued 937,249 of restricted

shares of our common stock to our executive officers and board members under our 2022 Equity Incentive Plan.

The issuance was exempt from

registration under Section 3(a)(9) of the Securities Act and Rule 506(b) thereunder.

On May 2, 2024, the Company issued 40,650 of restricted

shares of our common stock to our chief executive officer under our 2022 Equity Incentive Plan.

The issuance was exempt from registration

under Section 3(a)(9) of the Securities Act.

We do not anticipate any significant cost increases post the

On May 17, 2024, the Company issued 75,000 shares

of our common stock to an accredited investor in connection with a conversion of 15 shares of our Series B Convertible Preferred Stock.

The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

On March 28, 2024, the Company issued 250,000

shares of our common stock to an accredited investor in connection with a conversion of 50 shares of our Series B Convertible Preferred

On June 13, 2024, the Company issued 25,000 shares

of our common stock to an accredited investor in connection with a conversion of 5 shares of our Series B Convertible Preferred Stock.

The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

Use of Proceeds

On February 13, 2024, the SEC declared effective

our registration statement on Form S-1 (File No.

On February 13, 2024, the SEC declared effective our

registration statement on Form S-1 (File No.

333-270519), as amended, filed in connection with our IPO.

2 unchanged sentences

price of $4.00 per share, resulting in net proceeds of $4.5 million after deducting offering costs, underwriting discounts, and other

We incurred and paid additional direct offering costs prior to the close of the IPO of $0.1 million during the three months

ended March 31, 2024, and $0.5 million during the year ended December 31, 2023.

We incurred and paid additional direct offering costs prior to the close of the IPO of $0.1 million during the six months

ended June 30, 2024, and $0.5 million during the year ended December 31, 2023.

We used $1.0 million of proceeds to pay for the acquisition

of Fat Shark and Rotor Riot.

There has been no material change in the planned

use of proceeds from our IPO from that described in the prospectus dated February 16, 2024, filed with the SEC pursuant to Rule 424(b)(1)

There has been no material change in the planned use

of proceeds from our IPO from that described in the prospectus dated February 16, 2024, filed with the SEC pursuant to Rule 424(b)(1)

under the Securities Act.

3 unchanged sentences

We did not repurchase any of our equity securities

during the three months ended March 31, 2024.

during the six months ended June 30, 2024.

Defaults Upon Senior Securities

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities