0001554795-20-000262.txt : 20201014 0001554795-20-000262.hdr.sgml : 20201014 20201014164500 ACCESSION NUMBER: 0001554795-20-000262 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200918 FILED AS OF DATE: 20201014 DATE AS OF CHANGE: 20201014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liuzza Nicholas Reyland JR CENTRAL INDEX KEY: 0001264473 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31587 FILM NUMBER: 201239431 MAIL ADDRESS: STREET 1: 79 WAPPING ROAD CITY: PORTSMOUTH STATE: RI ZIP: 02871 FORMER NAME: FORMER CONFORMED NAME: LIUZZA NICK JR DATE OF NAME CHANGE: 20031001 FORMER NAME: FORMER CONFORMED NAME: LIYZZA NICK JR DATE OF NAME CHANGE: 20030924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Red Cat Holdings, Inc. CENTRAL INDEX KEY: 0000748268 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860490034 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 1607 PONCE DE LEON AVE STREET 2: SUITE 407 CITY: SAN JUAN STATE: PR ZIP: 00909 BUSINESS PHONE: 833-373-3228 MAIL ADDRESS: STREET 1: 1607 PONCE DE LEON AVE STREET 2: SUITE 407 CITY: SAN JUAN STATE: PR ZIP: 00909 FORMER COMPANY: FORMER CONFORMED NAME: TimefireVR Inc. DATE OF NAME CHANGE: 20161121 FORMER COMPANY: FORMER CONFORMED NAME: EnergyTEK Corp. DATE OF NAME CHANGE: 20140723 FORMER COMPANY: FORMER CONFORMED NAME: BROADLEAF CAPITAL PARTNERS INC DATE OF NAME CHANGE: 20040928 4 1 ownership.xml X0306 4 2020-09-18 0 0000748268 Red Cat Holdings, Inc. RCAT 0001264473 Liuzza Nicholas Reyland JR 79 WAPPING ROAD PORTSMOUTH RI 02871 1 0 0 0 Common Stock 2020-09-18 4 C 0 209758 0.65 A 418591 D Convertible Note 0.65 2020-09-18 4 C 0 136342 0.65 A 2019-12-17 2021-12-17 Common stock 209758 0 D Convertible Note 1.00 2020-10-05 4 P 0 300000 1.00 A 2020-10-05 2022-10-05 Common stock 300000 300000 D Warrant 1.50 2020-10-05 4 P 0 199998 1.50 A 2020-10-05 2025-10-05 Common stock 199998 199998 D Transaction represents conversion of Convertible Note (issued in December 2019) in the principal amount of $125,000 plus accrued interest totaling $11,342 resulting in the issuance of 209,758 shares of common stock. Transaction represents issuance of Convertible Note in October 2020 in the principal amount of $300,000 convertible at $1.00 or at 75% of the price of securities sold in a Qualified Offering. The transaction included the issuance of 199,998 warrants to purchase common stock at a price equal to the lower of $1.50 per share or at a 25% discount to the price per share of common stock sold in a Qualified Offering. The conversion of the Convertible Note can't result in ownership of more than 9.99% of the common stock outstanding after such conversion and any conversion shall be so limited. Nicholas R. Liuzza, Jr. 2020-10-13