UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~earliest ~~EVENT~~event ~~REPORTED~~reported): ~~June~~August 2619, 2025

Safe Pro Group Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	001-42261	87-4227079
(State or other jurisdiction of	(Commission	(IRS Employer
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. ~~below~~):

☐ 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-144(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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

AsOn ~~reported~~August ~~below~~19, ~~under Item 5.07 of this Current Report~~2025, Safe Pro Group Inc. (the “Company”) ~~held~~entered ~~its~~into ~~2025~~certain ~~Annual~~Securities ~~Meeting~~Purchase ofAgreements ~~Stockholders~~ (~~the~~each, an “~~Annual Meeting~~Agreement”) with atcertain ~~which~~investors (the ~~Company’s stockholders approved~~“Investors”), ~~among~~pursuant ~~other~~to ~~items,~~which the ~~Safe~~Investors ~~Pro~~purchased ~~Group~~an ~~Inc.~~aggregate ~~2025~~of: ~~Stock~~(i) ~~Plan~~2,000,000 shares (of the Company’s common stock (“~~2025~~Common ~~Plan~~Stock”)~~. For~~, ~~more~~and ~~information~~(ii) ~~about~~three-year ~~the~~warrants ~~2025~~to ~~Plan,~~purchase ~~see~~up ~~the~~to ~~Company’s definitive~~2,000,000 ~~proxy~~shares ~~statement~~of Common ~~filed~~Stock ~~with~~at ~~the~~an ~~U.S.~~exercise ~~Securities~~price ~~and~~of ~~Exchange~~$6.00 ~~Commission~~per onshare ~~April 30, 2025~~ (the “~~Proxy Statement~~Warrants”)~~, the~~. ~~relevant~~The ~~portions~~combined purchase price of ~~which~~one ~~are~~share ~~incorporated~~of ~~herein~~Common Stock byand ~~reference~~one accompanying Warrant was $4.00.

~~The foregoing~~Subject ~~description~~to certain ownership limitations, each of the ~~2025~~Warrants ~~Plan~~is ~~does~~immediately ~~not~~exercisable, ~~purport~~has toan beexercise ~~complete~~price of $6.00 per share, and expires three years from the date of issuance. The Warrants may only be exercised on a cashless basis if there is ~~qualified~~no inregistration ~~its~~statement ~~entirety~~registering, or bya ~~reference~~prospectus tocontained ~~the~~therein ~~complete~~in ~~text~~not available for, the resale of the ~~2025~~ ~~Plan,~~shares aof ~~copy~~common stock underlying the Warrants. The holder of ~~which~~a Warrant is ~~filed~~prohibited asfrom ~~Exhibit~~exercising ~~10.1~~of any such warrants to ~~this~~the ~~Current~~extent ~~Report~~that ~~and~~such isexercise ~~incorporated~~would ~~herein~~result in the number of shares of common stock beneficially owned by ~~reference~~such holder and its affiliates exceeding 4.99% or 9.99% (at the election of the Investor) of the total number of shares of common stock outstanding immediately after giving effect to the exercise.

~~Item~~The 5closing of the sales of these securities occurred on August 21, 2025 (the “Closing Date”).07 The gross proceeds to the Company from the offering were approximately $8.0 ~~Submission~~million, before deducting the fees and expenses, and excluding the proceeds, if any, from the exercise of ~~Matters~~the Warrants. The Company intends to ause ~~Vote~~the ofnet ~~Security~~proceeds ~~Holders~~from the offering to fund working capital and general corporate purposes.

OnThe ~~June~~Company ~~26,~~agreed ~~2025,~~to ~~Safe~~use ~~Pro~~its ~~Group~~best ~~Inc.~~efforts ~~(the~~to ~~“Company”)~~file ~~held~~a ~~its~~registration ~~2025~~statement ~~Annual Meeting~~ (the “~~Annual~~Registration ~~Meeting~~Statement”). Atregistering the resale ~~Annual~~of ~~Meeting,~~the ~~each~~Common ~~director~~Stock ~~nominee~~issued ~~was~~in ~~elected~~the offering, and ~~each other matter submitted to a vote of~~ the ~~Company’s~~Common ~~stockholders~~Stock atunderlying the ~~Annual Meeting~~Warrants, aswithin ~~described~~fifteen ~~below,~~business ~~was~~days ~~approved~~from by the ~~requisite vote of the Company’s~~Closing ~~stockholders~~Date.

The ~~number~~Company has agreed not enter into any transaction for the sale of ~~shares~~any of ~~common~~its ~~stock~~equity ~~that~~securities ~~voted~~or onsecurities ~~matters~~convertible ~~presented~~into atits equity securities for a period of 90 days from the ~~Annual~~Closing ~~Meeting~~Date; ~~was~~provided, 9however,~~028,609,~~ ~~representing~~that ~~approximately~~after ~~59%~~the Registration Statement has been effective offor at least 30 days, the 15Company may enter into transactions for the sale of its equity securities or securities convertible into its equity securities if,~~172~~ and only if,~~185~~ ~~shares~~the ~~outstanding~~price asper share of ~~April~~Common ~~28.~~Stock ~~2025~~(or conversion price, ~~the~~as ~~record~~applicable) ~~date~~in ~~for~~such ~~the~~transaction ~~Annual~~is ~~Meeting~~equal to or greater than $6.00 per share.

The ~~final~~Common ~~voting~~Stock ~~results~~and ~~for~~Warrants ~~each~~issued ofin the ~~proposals~~offering ~~submitted~~and tothe ashares ~~vote~~issuable ofupon ~~the~~exercise ~~stockholders~~ of the ~~Company~~Warrants atwere ~~the~~offered ~~Annual~~in ~~Meeting~~a ~~are~~private ~~set forth~~placement ~~below.~~under ~~The~~Section ~~proposals~~4(a)(2) ~~are~~of ~~described in detail in~~ the ~~Company’s~~Securities ~~Proxy~~Act ~~Statement~~of ~~filed~~1933, ~~with~~as amended (the ~~U.S.~~ “Securities Act”), and ~~Exchange~~Regulation ~~Commission~~D ~~(the~~promulgated ~~“SEC”)~~thereunder and onhave ~~April~~not ~~30,~~been ~~2025~~registered (under the ~~“Proxy~~Securities ~~Statement”)~~Act ~~and are~~or ~~incorporated~~applicable ~~herein~~state bysecurities ~~reference~~laws.

1.This description ~~Election~~ of ~~Directors~~the ~~Proposal.~~Agreement ~~The~~and ~~vote~~Warrant todoes ~~elect~~not ~~five~~purport ~~Board~~to ~~nominees~~be tocomplete ~~the~~and ~~Safe~~is ~~Pro~~qualified ~~Board,~~in ~~each~~its toentirety ~~serve~~by ~~until~~reference to the ~~next~~complete text ~~annual~~of ~~meeting~~the forms of ~~stockholders~~Agreement ofand ~~Safe~~Warrant ~~Pro,~~attached oras ~~until~~Exhibits ~~such~~10.1 ~~person’s~~and ~~successor~~4.1, isrespectively, ~~elected~~of ~~and~~this ~~qualified~~Current ~~was~~Report ason ~~follows:~~Form 8-K.

NOMINEE	FOR	WITHHELD	BROKER NON-VOTE
Daniyel Erdberg	7,704,147	3,005	1,321,457
Pravin Borkar	7,704,117	3,035	1,321,457
Arthur Dean	7,703,672	3,480	1,321,457
John E. Miller	7,703,669	3,483	1,321,457
Lee Van Arsdale	7,703,672	3,480	1,321,457

The form of Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide security holders with information regarding its terms. Except for its status as a contractual document that establishes and governs the legal relations between the parties with respect to the transaction described above, the document is not intended to be a source of factual, business or operational information about the parties. Representations and warranties may be used as a tool to allocate risks between the parties to each Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing these matters as facts. Furthermore, they may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, because they were only made as of the date of each Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of each Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

2. ~~Appointment of Independent Registered Public Accounting Firm Proposal~~Item 3.02. ~~The~~Unregistered ~~vote~~Sales ~~to ratify the appointment~~ of ~~RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was as follows:~~Equity Securities.

FOR		AGAINST		ABSTAIN
9,017,962		10,448		199

The information set forth in Item 1.01 relating to the Common Stock and Warrants issued in the offering and the shares issuable upon exercise of the Warrants is incorporated by reference herein.

3Item 9. ~~Compensation of Named Executives Proposal~~01. ~~The~~Financial ~~vote~~Statements toand ~~approve, the Safe Pro Group Inc~~Exhibits. ~~2025 Stock Plan as disclosed in the proxy statement was as follows:~~

FOR		AGAINST		ABSTAIN
7,552,008		116,742		38,402

(d) Exhibits.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Exhibit Description

4.1		Form of Warrant
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~(d) Exhibits~~SIGNATURES

Exhibit No.		Exhibit Description
10.1		Safe Pro Group Inc. 2025 Stock Plan (incorporated by reference to Annex A to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 30, 2025)
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

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.

2Date: August 21, 2025

~~SIGNATURE~~SAFE PRO GROUP INC. By: /s/ Daniyel Erdberg Daniyel Erdberg Chief Executive Officer

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.

	SAFE PRO GROUP INC.
	By:	/s/ Daniyel Erdberg
	Name:	Daniyel Erdberg
	Title:	Chairman and Chief Executive Officer
Dated: June 27, 2025

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