UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 28, 2024, Safe Pro Group Inc. (the “Company”) priced the initial public offering (“IPO”) of its common stock, $0.0001 par value per share (the “Common Stock”), at an offering price of $5.00 per share (the “IPO Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-280599), as amended (the “Registration Statement”). On August 28, 2024, in connection with the pricing of the IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Dawson James Securities, Inc., as representative of the underwriters listed on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to offer and sell 1,020,000 shares of its Common Stock at the IPO Price. The Underwriters were granted a 45-day option to purchase up to an additional 153,000 shares of Common Stock from the Company. The offering closed and the shares were delivered on August 29, 2024 (the “Closing Date”).
The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended.
On August 29, 2024, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to the Underwriter for the purchase of 51,000 shares of Common Stock at an exercise price of $6.25, subject to adjustments (the “Warrant”). The Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing on March 1, 2025 and ending on August 28, 2029 and may be exercised on a cashless basis under certain circumstances. The Warrant provides for registration rights (including piggyback rights) and customary anti-dilution provisions (for share dividends and splits and recapitalizations) and anti-dilution protection (adjustment in the price of the Warrant and the number of shares underlying the Warrant) resulting from corporate events (which would include dividends, reorganization, mergers and similar events). The Warrant and the common stock underlying the Warrant were registered as a part of the Registration Statement.
The foregoing summary of the terms and conditions of the Underwriting Agreement and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and Warrant attached hereto as Exhibits 1.1 and 4.1, respectively, which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 1.1 | Underwriting Agreement between Safe Pro Group Inc. and Dawson James Securities, Inc. dated August 28, 2024 | |
| 4.1 | Common Stock Purchase Warrant issued to Underwriter on August 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 4, 2024 | SAFE PRO GROUP, INC. | |
| By: | /s/ Daniyel Erdberg | |
| Daniyel Erdberg | ||
| Chief Executive Officer | ||