What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-12 compared with 2025-03-27 · 19 added, 34 removed, 17 unchanged (76% of the section changed)

7 unchanged sentences

18 holders of record of our Common Stock.

These numbers are based on the actual number of holders registered at such date and

does not include holders whose shares are held in “street name” by brokers and other nominees.

In addition, there are approximately 17,655 beneficial owners who hold shares of our Common

Stock in “street name”.

The Company has never paid dividends on its Common

4 unchanged sentences

on the results of operations, financial condition, capital requirements and other factors deemed relevant.

Securities Authorized for Issuance Under Equity

Compensation Plan

The following table provides information regarding

our equity compensation plans as of December 31, 2024:

Equity Compensation Plan Information

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants, and vesting of restricted stock

Weighted-average exercise price of outstanding options and warrants

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

The Company’s 2022 Equity Incentive Plan

(the “Plan”) currently has 693,227 shares of Common Stock available for issuance as of the date of this Annual Report on Form

10-K which includes the increase in total authorized shares for the 5% evergreen provision as of January 1, 2025 and the reduction of

total authorized shares related to additional issuances since December 31, 2024.

The Plan contains an “evergreen” provision,

pursuant to which the number of shares of Common Stock reserved for issuance pursuant to awards under such plan shall be increased on

the first day of each year beginning in 2025 and ending in 2032 equal to the lesser of (a) 5% of the shares of stock outstanding (on an

as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined

by our Board.

Use of Proceeds

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.

On February 16, 2024, we closed

our IPO in which we sold 1,250,000 shares of our Common Stock, resulting in net proceeds of $3,849,555 after deducting offering costs,

underwriting discounts, and other commissions.

There was 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.

As described in such prospectus, we have used IPO proceeds to pay $1.0 million to Red Cat related to the business

combination and acquisition of Fat Shark and Rotor Riot and the remaining amount will be used for working capital and general corporate

Recent Sales of Unregistered Securities

On November 20, 2025, the Company issued a total

of 500,000 shares of the Company’s common stock to its officers.

The shares were valued at $3,880,000 based on the $7.76 quoted

trading price on grant date and expensed on the grant date.

On December 29, 2025, the Company issued 142,299

shares of the Company’s restricted common stock to certain officer and directors of the Company

upon exercise of warrants to purchase common stock.

The Company received cash proceeds of $65,461 for cash exercised warrants.

31, 2025, the Company issued 3,140 shares of the Company’s restricted common stock to each of three of the Company’s non-employee

directors for services as a director.

The shares of restricted stock are fully vested and granted under the Company’s 2022 Equity

Incentive Plan (the “Plan”).

The shares were valued at $12,.74 per share, which was the quoted trading price of the Company’s

Common Stock on the date of grant, for a total value of approximately $120,000.

The shares issued above were

exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) thereunder.

Selected Financial Data

2 unchanged sentences

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-K

Item 5. Market for Registrant’s Common Equity