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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): April 1, 2026
Safe
Pro Group Inc.
(Exact
name of Registrant as specified in its Charter)
| Delaware |
|
001-42261 |
|
87-4227079 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
No.) |
|
Identification
No.) |
18305
Biscayne Blvd., Suite 222
Aventura,
Florida 33160
(Address
of principal executive offices)
Registrant’s
Telephone Number, including area code: (786) 409-4030
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 (see General Instruction A.2.):
| ☐ |
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)) |
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.
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 $0.0001 |
|
SPAI |
|
The
NASDAQ Stock Market LLC |
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
April 1, 2026, Safe Pro Group Inc. (the “Company”) appointed Jarret Mathews to serve as the Company’s Chief Operating
Officer. In connection with Mr. Mathews’ appointment, on April 1, 2026, the Company and Mr. Mathews entered into an Executive Employment
Agreement (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Mathews will serve as Chief Operating Officer
for an initial term of two years, which term renews automatically for successive one-year periods unless either party provides at least
30 days’ prior written notice of non-renewal, subject to earlier termination as described below. Under the Employment Agreement,
Mr. Mathews will receive an annual base salary of $200,000, is eligible for a home-office allowance of $1,000 per month, and received
a commencement cash bonus of $50,000. Mr. Mathews is eligible for an annual cash bonus of up to 100% of base salary, as determined by
the Board or its Compensation Committee based on Company and individual performance.
Equity
matters under the Employment Agreement are subject to the Company’s applicable equity incentive plan and award agreements, and
include the following: (i) acceleration of vesting, effective as of the commencement of employment, of an existing award covering 15,000
shares of Company common stock issued to Mr. Mathews while he was providing services to the Company in a consulting capacity; (ii) an
inducement grant of 20,000 shares of restricted common stock that are being granted outside of the Company’s 2025 Stock Plan as
an inducement material to Mr. Mathews’ entering into employment with the Company in accordance with Nasdaq Stock Market Listing
Rule 5635(c)(4); (iii) eligibility for an annual stock option award to purchase 75,000 shares of Company common stock for each fiscal
year during the term (subject to approval by the Board or Compensation Committee), vesting in equal quarterly installments over one year,
subject to continued service; and (iv) eligibility for performance-based option awards of 50,000, 50,000 and 100,000 options upon the
Company’s achievement, for a single fiscal year, of $5 million, $10 million and $20 million in revenue, respectively, in each case
subject to certification by the Board or Compensation Committee and the terms of the applicable plan and award agreements.
If
the Company terminates Mr. Mathews’ employment without Cause or he resigns for Good Reason (each as defined in the Employment Agreement),
and subject to his timely execution and non-revocation of a general release of claims, the Company will continue to pay base salary for
a period of two months following the termination date, in accordance with customary payroll practices and subject to applicable withholdings.
Mr.
Mathews, age 50, previously served as principal of Phase Zero Consulting since July 2024, advising both government and industry clients
on how to best find, develop, and integrate cutting-edge technology. Prior to that, from July 2021 to July 2024 he was an officer in
the United States Army serving as Director, Joint Acquisition Task Force. Mr. Mathews received a bachelor’s degree in civil engineering
from the United States Military Academy at West Point and holds a Master’s Degree in International Relations and Affairs from University
of Kansas. There are no family relationships between Mr. Mathews and any director or executive officer of the Company, and there are
no arrangements or understandings between Mr. Mathews and any other persons pursuant to which he was selected as an officer. There are
no transactions in which Mr. Mathews has a direct or indirect material interest that require disclosure under Item 404(a) of Regulation
S-K.
On
April 1, 2026, the Company entered into a Third Amendment to the Employment Agreement (the “Amendment”) with Theresa Carlise,
the Company’s Chief Financial Officer, which amends certain compensation and benefits terms of Ms. Carlise’s existing employment
agreement dated June 22, 2023, as previously amended on November 1, 2023 and March 27, 2024.
Under
the Amendment, effective April 1, 2026, Ms. Carlise’s annual base salary is set at $225,000. In addition, Ms. Carlise will receive
a monthly automobile allowance of $1,000. The Amendment further provides that the Company will pay 100% of Ms. Carlise’s health
insurance premium through the Company’s plan or, if the Company does not have a plan, Ms. Carlise will receive a monthly medical
allowance of $2,000. Except as modified by the Amendment, the terms of Ms. Carlise’s employment agreement remain in full force
and effect.
The
foregoing summary of the Employment Agreement and Amendment do not purport to be complete and are qualified in their entirety by reference
to the Employment Agreement and Amendment, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Employment Agreement between Safe Pro Group Inc. and Jarret Mathews dated April 1, 2026 |
| 10.2 |
|
Amendment No. 3 to Employment Agreement between Safe Pro Group Inc. and Theresa Carlise, dated April 1, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date:
April 3, 2026
| |
SAFE
PRO GROUP INC. |
| |
|
|
| |
By: |
/s/
Daniyel Erdberg |
| |
|
Daniyel
Erdberg |
| |
|
Chief
Executive Officer |
