UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Safe
Pro Group Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
78642D
101
(CUSIP
Number)
Christopher
Todd
18305
Biscayne Blvd. Suite 222
Aventura,
Florida 33160
(786)
409-4030
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
29, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 78642D 101 | SCHEDULE 13D | Page 2 of 6 Pages |
1 |
NAME
OF REPORTING PERSONS
Christopher
Todd |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
720,000(1) |
8 |
SHARED
VOTING POWER
|
9 |
SOLE
DISPOSITIVE POWER
720,000(1) |
10 |
SHARED
DISPOSITIVE POWER
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
720,000(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
5.30% |
14 |
TYPE
OF REPORTING PERSON
IN |
(1)
Consists of 720,000 shares of the Issuer’s common stock held indirectly by Christopher Todd Inc., of which the Mr. Todd is the
beneficial owner.
CUSIP No. 78642D 101 | SCHEDULE 13D | Page 3 of 6 Pages |
1 |
NAME
OF REPORTING PERSONS
Christopher
Todd, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
720,000(1) |
8 |
SHARED
VOTING POWER
|
9 |
SOLE
DISPOSITIVE POWER
720,000(1) |
10 |
SHARED
DISPOSITIVE POWER
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
720,000(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5(a))
5.30% |
14 |
TYPE
OF REPORTING PERSON
CO |
(1)
Consists of 720,000 shares of the Issuer’s common stock held indirectly by Christopher Todd Inc., of which the Mr. Todd is the
beneficial owner.
CUSIP No. 78642D 101 | SCHEDULE 13D | Page 4 of 6 Pages |
Item 1. |
Security and Issuer. |
This
statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (“Common Stock”),
of Safe Pro Group Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located
at 18305 Biscayne Blvd., Suite 222, Aventura, Florida 33160.
Item 2. |
Identity and Background. |
(a)
This Schedule 13D is filed jointly by Christopher Todd and Christopher Todd, Inc. (the “Reporting Persons”).
(b)
The principal business address of the Reporting Persons is 18305 Biscayne Blvd., Suite 222, Aventura, Florida 33160.
(c)
Mr. Todd is the President of the Issuer.
(d)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to
such laws.
(f)
Mr. Todd is a citizen of the United States. Christopher Todd, Inc. is a Florida corporation.
Item 3. |
Source and Amount of Funds or Other Consideration. |
On
August 29, 2022, the Issuer acquired 100% of Airborne Response Corp. Mr. Todd was the owner of 35.9% of the shares of Airborne Response
at the time of the acquisition. Mr. Todd received 1,175,000 shares of the Issuer’s Series B Preferred Stock as payment for his
ownership interest in Airborne Response representing approximately 35.9% of the Series B Preferred Stock issued as part of the transaction.
The Series B Preferred Stock was converted into 470,000 shares of common stock at the completion of the Issuer’s initial public
offering.
On
December 29, 2022, Mr. Todd was awarded 250,000 restricted shares of common stock with vesting contingent upon the Issuer’s initial
public offering, completed on August 29, 2024, pursuant to the Issuer’s 2022 Equity Plan. On December 31, 2023, pursuant to a board
resolution the shares became fully vested and were issued.
Item 4. |
Purpose of Transaction. |
The
Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that
the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve
the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities
at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable
in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
CUSIP No. 78642D 101 | SCHEDULE 13D | Page 5 of 6 Pages |
Except
as set forth in this Schedule 13D, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of
the following matters:
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuer’s business or corporate structure;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j)
Any action similar to any of those enumerated above.
The
Reporting Persons reserve the right to propose or participate in future transactions which may result in one or more of the above listed
actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale
of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the common
stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right
to change their investment intent at any time, to acquire additional shares of common stock or other securities of the Issuer from time
to time, or to sell or otherwise dispose of all or part of the common stock beneficially owned by them (or any shares of common stock
into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary
course transactions with financial institutions with respect to the securities described herein.
Item 5. |
Interest in Securities of the Issuer. |
(a)
- (b) As described in Item 4, the Reporting Persons are deemed the beneficial owners of 720,000 shares of Common Stock, representing
approximately 5.30% of the outstanding shares.
The
aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 13,680,249 shares of Common
Stock outstanding, as reported by the Issuer in its Form S-1 file number 333-280599.
Mr.
Todd has the sole power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all 720,000 shares of Common Stock
held by Christopher Todd, Inc.
(c)
Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the Common
Stock in the past 60 days.
(d)
Not applicable.
(e)
Not applicable.
CUSIP No. 78642D 101 | SCHEDULE 13D | Page 6 of 6 Pages |
Item 6. |
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer. |
Other
than the agreements described in Item 4 and Item 7 and relationships described in Item 2, as of the date hereof, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 hereof and between such person and
any person with respect to any securities of the Issuer.
Item 7. |
Material to be Filed as Exhibits. |
*
Filed herewith.
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
|
Date:
September 11, 2024 |
|
|
/s/
Christopher Todd |
|
Christopher
Todd |
Exhibit
3
LOCK-UP
AGREEMENT
August
[______], 2024
Dawson
James Securities, Inc.,
acting
as representative to the several underwriters:
| Re: | Underwriting
Agreement, dated August [_________], 2024 (the “Underwriting Agreement”),
by and between Safe Pro Group Inc. (the “Company”) and Dawson James Securities,
Inc., acting as representative (the “Representative”) of the several underwriters
(collectively, the “Underwriters”) |
Ladies
and Gentlemen:
The
undersigned irrevocably agrees with the Company that, from the date hereof until one hundred eighty (180) days following the Closing
Date (as defined in the Underwriting Agreement) (such period, the “Restriction Period”), the undersigned will not
offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by the undersigned or any Affiliate (as defined in the Underwriting Agreement) of the undersigned or any person in privity
with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), with respect to, any shares of common stock of the Company or securities convertible, exchangeable
or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”).
Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the
Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in
violation of this letter agreement. The Representative may consent to an early release from the Restriction Period if, in its sole and
absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency. Notwithstanding
the foregoing, if the undersigned is an officer or director of the Company, they shall be permitted to makes sales of Company common
stock commencing 90 days following the Closing Date pursuant to a Rule 10b5-1 plan established with the Representative in such form as
mutually agreed upon by the undersigned and the Representative.
The
undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter
to perform under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter agreement)
and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents
that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received
adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by
the Underwriting Agreement.
This
letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Representative
and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without
regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for
the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not
to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court,
(ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper.
The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives
any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship between the undersigned
and each Underwriter and that no issuance or sale of the Securities is created or intended by virtue of this letter agreement.
This
letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Underwriters.
This
letter agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provisions hereof be enforced by, any of other Person.
***
SIGNATURE PAGE FOLLOWS***
This
letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
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Signature |
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Print Name |
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Position in Company, if any |
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Address for Notice: |
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By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.
SAFE PRO GROUP INC. |
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By: |
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Name: |
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Title: |
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