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Safe Pro Group Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

SPAI$3.09+12.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001493152-26-023469

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001493152-26-038289

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 91 previous paragraphs and 103 current paragraphs.

68 unchanged; 19 reworded; 16 added; 3 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

During the three months ended June 30, 2026, the Company purchased approximately 91.6% of its inventory from three suppliers (Supplier A 53.1%, Supplier B 21.2%, and Supplier C 17.2%). During the six months ended June 30, 2026, the Company purchased approximately 85.0% of its inventory from three suppliers (Supplier A 38.3%, Supplier B 34.2%, and Supplier C 12.5%).

Current report

*Net Revenue.*For the three months ended June 30, 2026 and 2025, revenues generated were $1,332,074 and $92,753, an increase of $1,239,321 or 1336.2%. For the six months ended June 30, 2026 and 2025, revenues generated were $2,552,203 and $277,555, an increase of $2,274,648 or 819.5%.

Current report

Comparable sales for Safe-Pro USA were $114,483 for the three months ended June 30, 2026 as compared to $48,748 for the same period in 2025, an increase of $65,735 or 134.8%. Comparable sales for Safe-Pro USA were $258,066 for the six months ended June 30, 2026 as compared to $189,348 for the same period in 2025, an increase of $68,718 or 36.3%.

Current report

Comparable sales for Airborne Response were $283,529 for the three months ended June 30, 2026 as compared to $14,673 for the same period in 2025, an increase of $268,856 or 1832.3%. Comparable sales for Airborne Response were $346,636 for the six months ended June 30, 2026 as compared to $18,877 for the same period in 2025, an increase of $327,759 or 1736.3%.

Current report

Comparable sales for Safe Pro AI were $934,062 for the three months ended June 30, 2026 as compared to $29,332 for the same period in 2025, an increase of $904,730 or 3084.4%. Comparable sales for Safe Pro AI were $1,947,501 for the six months ended June 30, 2026 as compared to $69,330 for the same period in 2025, an increase of $1,878,171 or 2709.0%.

Current report

The increase in revenue was primarily driven by Safe Pro AI’s expanding business relationship with a government contractor during the six months ended June 30, 2026. Under this relationship, Safe Pro AI provides an artificial intelligence-powered video and imagery analysis system designed to support threat detection capabilities. The solution is supported by the Company’s NODE (Navigation, Observation & Detection Engine) platform, a standalone hardware and software system that enables local edge-based processing of drone imagery without requiring internet connectivity.

Current report

A significant portion of revenue recognized during the period was generated from this customer in connection with sales of SPOTD NODE systems and related deliverables. Accordingly, revenue recognized during the period reflects a high degree of customer concentration and may not be indicative of future operating results or recurring revenue levels. Future SPOTD-related revenue is expected to fluctuate based on the timing, size and scope of customer orders, government and defense procurement cycles, and the Company’s ability to secure additional deployments of its SPOTD technologies.

Current report

*Cost of Revenue.*During the three months ended June 30, 2026 and 2025, cost of revenues increased to $479,262 compared to $61,196, an increase of $418,066, or 683.2%. Gross profit margins were 64.0% and 34.0%, respectively. During the six months ended June 30, 2026 and 2025, cost of revenues were $868,962 compared to $184,432. Gross profit margins were 66.0% and 33.6%, respectively.

Current report

Net cash flows (used in) provided by financing activities were $(2,334,964) and $1,045,563 for the six months ended June 30, 2026 and 2025, respectively.

Current report

During the six months ended June 30, 2025, we had proceeds from the sale of Series C Preferred Stock and Warrants of $1,050,000, related party advances of $75,651 and partially offset by related party repayments of $80,088.

Current report

The Company’s Safe Pro AI segment generates revenue from technology-enabled products and services, including SPOTD (Safe Pro Object Threat Detection) NODE systems, drone-based detection platforms, training and operational support services, AI model and algorithm upgrades, and milestone-based software development and technical deliverables.

Current report

Revenue is recognized when control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Contracts may contain one or multiple performance obligations depending on the nature of the arrangement.

Current report

For SPOTD NODE system sales, the Company has concluded that the hardware and embedded perpetual software license represent a single performance obligation because the software is integral to the functionality of the system and is not sold separately. Revenue for these arrangements is generally recognized at a point in time upon transfer of control of the system to the customer.

Current report

The Company also enters into arrangements that include training, operational support, AI model and algorithm upgrades, and technical development services. Revenue for these services is recognized as the related performance obligations are satisfied, either at a point in time upon delivery of specified deliverables or over time when the customer simultaneously receives and consumes the benefits of the services provided.
Removed paragraphs (3)

Previous report

*Net Revenue.*For the three months ended March 31, 2026 and 2025, revenues generated were $1,220,129 and $184,802, an increase of $1,035,327 or 560.2%. Comparable sales for Safe-Pro USA were $143,583 for the three months ended March 31, 2026 as compared to $140,600 for the same period in 2025, an increase of $2,983 or 2.1%. Comparable sales for Airborne Response were $63,106 for the three months ended March 31, 2026 as compared to $4,204 for the same period in 2025, an increase of $58,902 or 1,401.0%. For the three months ended March 31,2026 and 2025, sales for Safe Pro AI were $1,013,440 and $39,998, respectively. Sales for Safe Pro AI increased by $973,442 or 2,433.7%. The increase in revenue was primarily due to a purchase agreement entered into with a government contractor in February 2026, pursuant to which Safe Pro AI provides an artificial intelligence-powered video and imagery analysis system designed to support threat detection capabilities, further supported by standalone hardware/software solution called NODE (“Navigation, Observation & Detection Engine”) which provides local /edge computing and processing of drone-based imagery to create maps without requiring connectivity to the internet. Built with an extensive proprietary landmine and unexploded ordnance (“UXO”) dataset, Safe Pro AI and its SPOTD technology can rapidly detect and identify threats present in drone imagery, plot detections on maps, and relay precise GPS location and actionable reporting information to decision makers and ground personnel.

Previous report

Safe Pro AI sells subscriptions and licenses to its customers for the use of its software under a software-as-a-service subscription model (“SaaS”), which will allow for the rapid, automated processing of aerial and ground-based imagery uploaded by customers, making it an ideal solution for a number of applications including defense, demining, in law enforcement and border security. Safe Pro AI’s, SaaS offerings are sold under a license or prepaid or postpaid, usage-based pricing system pursuant to a tiers model, allowing customers to choose the subscription level to be charged based upon their intended usage. The subscription tiers will utilize declining prices as the volume grows. Under this model, customers are charged an upfront fee based upon the number of gigapixels of aerial images uploaded into the system for processing. For customer convenience, Safe Pro AI will initially charges data processing fees on a per hectare basis (1 hectare = 1,000 square meters). Under prepaid pay-as-you-go plans, revenues related to contracts that do not include a specified contract period are recognized upon usage by the customer and satisfaction of the Company’s performance obligation. These usage-based revenues are constrained to the amount the Company expects to be entitled to and receive in exchange for providing access to its platform. If professional services are deemed to be distinct, revenue is recognized as services are performed. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct.

Previous report

Also, Safe Pro AI sells a standalone hardware/software solution called NODE (“Navigation, Observation & Detection Engine”) which provides local /edge computing and processing of drone-based imagery to create maps without requiring connectivity to the internet. Built with an extensive proprietary landmine and unexploded ordnance (“UXO”) dataset, Safe Pro AI and its SPOTD technology can rapidly detect and identify threats present in drone imagery, plot detections on maps, and relay precise GPS location and actionable reporting information to decision makers and ground personnel. Revenue from NODE sales is recognized when the related goods are shipped.
Reworded paragraphs (19)

Previous wording

During the three months ended March 31, 2026, the Company purchased approximately 79.4% of its inventory from two suppliers (Supplier A 67.9%, and Supplier B 11.5%.) During the three months ended March 31, 2025, the Company purchased approximately 88.9% of its inventory from four suppliers (Supplier C 10.0%, Supplier B 42.0%, Supplier D 15.3% and Supplier E 21.7%).

Current wording

During the three months ended June 30, 2025, the Company purchased approximately 77.2% of its inventory from two suppliers (Supplier D, 45.9% and Supplier E, 31.2%). During the six months ended June 30, 2025, the Company purchased approximately 93.8% of its inventory from four suppliers (Supplier G, 40.8%, Supplier D, 28.3%, Supplier E, 13.5%, and Supplier F, 11.2%,).

Previous wording

The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the three months ended March 31, 2026 and 2025, the Company operated in three reportable business segments which consisted of (1) the business of Safe-Pro USA, (2) the business of Airborne Response, and (3) the business of Safe Pro AI. The Company’s reportable segments are strategic business units that offer different products. They are managed separately based on the fundamental differences in their operations and locations.

Current wording

The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance of the Company’s reportable segments. The Company operates in three reportable business segments consisting of (1) Safe-Pro USA, (2) Airborne Response, and (3) Safe Pro AI. The Company’s reportable segments offer distinct products and services and are managed separately based on the nature of their operations.

Previous wording

*Cost of Revenue.*During the three months ended March 31, 2026 and 2025, cost of revenues increased to $389,700 compared to $123,236, an increase of $266,464, or 216.2%. Gross profit margins were 68.1% and 33.3%, respectively. The increase in cost of revenue is attributable to significantly higher sales that occurred during the first quarter of 2026 compared to the first quarter of 2025. For the three months ended March 31, 2026 and 2025, gross profit margins for Safe-Pro USA were 50.2% and 25.9%, respectively. Gross profit margins for Airborne Response were 43.6% and (76.0)%, respectively. Gross profit margins for Safe Pro AI were 72.1% and 70.9%, respectively. The increase in margin was attributable to improved absorption of fixed costs, and a favorable mix of higher-margin product and AI-driven revenue during the current period.

Current wording

The change in cost of revenue is attributable to higher revenue levels, improved absorption of fixed costs, and a favorable mix of higher-margin product and AI-driven revenue.

Previous wording

*Operating Expenses.*Total operating expenses for the three months ended March 31, 2026 and 2025 were $3,747,818 and $4,067,256, a decrease of $319,438 or 7.9%. Factors resulting in the decrease are described more fully below.

Current wording

*Operating Expenses.*Total operating expenses for the three months ended June 30, 2026 and 2025 were $4,124,383 and $1,954,903, an increase of $2,169,480 or 111.0%. Total operating expenses for the six months ended June 30, 2026 and 2025 were $7,872,201 and $6,022,159, an increase of $1,850,042 or 30.7%. Factors resulting in the increase are described more fully below.

Previous wording

Salaries, wages and payroll taxes. Total salaries, wages and payroll taxes for the three months ended March 31, 2026 and 2025 were $1,650,663 and $2,024,543, a decrease of $373,880 or 18.5%. The decreases were primarily attributable to a decrease in non-cash stock based compensation of $637,966, partially offset by increased cash compensation associated with personnel additions and operational growth.

Current wording

Salaries, wages and payroll taxes. Total salaries, wages and payroll taxes for the three months ended June 30, 2026 and 2025 were $2,222,179 and $434,470, an increase of $1,787,709 or 411.5%. Total salaries, wages and payroll taxes for the six months ended June 30, 2026 and 2025 were $3,872,842 and $2,459,013, an increase of $1,413,829 or 57.5%. The increases for six months ended June 30, 2026 as compared to the same period in 2025 were primarily attributable to increased salaries, wages and payroll taxes of $1,206,222 associated with personnel additions and operational growth, as well as an increase in non-cash stock-based compensation of $207,607.

Previous wording

Research and Development expenses were $360,397 and $0, for the three months ended March 31, 2026 and 2025, respectively, an increase of $360,397 or 100.0%. The increase is primarily attributable to expanded development efforts and the engagement of external contractors to support enhancements to the artificial intelligence business.

Current wording

*Research and Development.*Total research and development expenses for the three months ended June 30, 2026 and 2025 were $192,435 and $17,875, respectively, an increase of $174,560 or 976.6%. Total research and development expenses for the six months ended June 30, 2026 and 2025 were $552,832 and $17,875, respectively, an increase of $534,957 or 2992.8%. The increases for six months ended June 30, 2026 as compared to the same period in 2025 is primarily attributable to expanded development efforts and the engagement of external contractors to support enhancements to the artificial intelligence business.

Previous wording

Professional fees were $922,257 and $1,602,148 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $679,891 or 42.4%. The decreases are related to a decrease in non-cash expenses for share-based compensation of $805,851, partially offset by increases in director fees, accounting fees, investor relations and public company expense of $125,960.

Current wording

Professional fees were $929,083 and $1,041,362 for the three months ended June 30, 2026 and 2025, respectively, a decrease of $112,279 or 10.8%. Professional fees were $1,851,340 and $2,643,510 for the six months ended June 30, 2026 and 2025, respectively, a decrease of $792,170 or 30.0%. The decreases for six months ended June 30, 2026 as compared to the same period in 2025 are related to a decrease in non-cash expenses for share-based compensation of $1,119,147, partially offset by increases in director fees, accounting fees, investor relations and public company expense of $326,977.

Previous wording

Selling, general and administrative expenses were $758,610 and $355,863 for the three months ended March 31, 2026 and 2025, respectively, an increase of $402,747 or 113.2%. The increases are attributable to increases in D&O insurance expense, travel and contractor fees.

Current wording

Selling, general and administrative expenses were $716,516 and $370,796 for the three months ended June 30, 2026 and 2025, respectively, an increase of $345,720 or 93.2%. Selling, general and administrative expenses were $1,475,126 and $726,660 for the six months ended June 30, 2026 and 2025, respectively, an increase of $748,466 or 103.0%. The increases for six months ended June, 2026 as compared to the same period in 2025 are attributable to increases in D&O insurance expense, travel and contractor fees.

Previous wording

Depreciation and amortization expenses were $55,891 and $84,702 for the three months ended March 31, 2026 and 2025, respectively, a decrease of $28,811, or 34.0%. The decrease was related to amortization of certain finite lived intangible asset technologies, which were fully impaired prior to the beginning of the current period, offset by amortization of newly capitalized technologies.

Current wording

Depreciation and amortization expenses were $64,170 and $90,400 for the three months ended June 30, 2026 and 2025, respectively, a decrease of $26,230, or 29.0%. Depreciation and amortization expenses were $120,061 and $175,101 for the six months ended June 30, 2026 and 2025, respectively, a decrease of $55,040, or 31.4%. The decrease was related to amortization of certain finite lived intangible asset technologies, which were fully amortized prior to the beginning of the current period, offset by amortization of newly capitalized technologies.

Previous wording

Total Other Income Our total other income was $123,904 compared to $40,673, during the three months ended March 31, 2026 and 2025 respectively, an increase of $83,231 or 204.6%. The increase was primarily attributable to higher interest income earned on increased cash balances during the period.

Current wording

Total Other Income, Net. Our total other income, net was $102,709 compared to $8,787, during the three months ended June 30, 2026 and 2025 respectively, an increase of $93,922 or 1068.9%. Our total other income was $226,613 compared to $49,460, during the six months ended June 30, 2026 and 2025 respectively, an increase of $177,153 or 358.2%. The increase was primarily attributable to higher interest income earned on increased cash balances during the period.

Previous wording

Net Loss. We recorded a net loss of $2,793,485 for the three months ended March 31, 2026 as compared to a net loss of $3,965,017, for the three months ended March 31, 2025. The decrease is a result of the factors as described above.

Current wording

Net Loss. We recorded a net loss of $3,168,862 for the three months ended June 30, 2026 as compared to a net loss of $1,914,559, for the three months ended June 30, 2025. We recorded a net loss of $5,962,347 for the six months ended June 30, 2026 as compared to a net loss of $5,879,576 for the six months ended June 30, 2025. The increase is a result of the factors as described above.

Previous wording

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At March 31, 2026, we had a cash balance of $14,802,060 and working capital of $14,394,175.

Current wording

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At June 30, 2026, we had a cash balance of $10,230,514 and working capital of $10,965,737. The Company has the funds to support its planned operations, for a minimum of the next twelve months.

Previous wording

Our current assets at March 31, 2026 decreased by $2,361,640, or 13.2%, to $15,566,806 from $17,928,446, from December 31, 2025. The decreases included cash of $1,991,028, accounts receivable of $38,305, inventory of $161,209 and prepaid expenses and other current assets of $171,098.

Current wording

Our current assets at June 30, 2026 decreased by $5,550,022, or 31.0%, to $12,378,424 from $17,928,446, from December 31, 2025. The decreases included cash of $6,562,574, and prepaid expenses and other current assets of $280,138, partially offset by increases to accounts receivable of $1,150,262, and inventory of $142,428.

Previous wording

Our current liabilities at March 31, 2026 decreased to $1,172,631 from $1,250,844 or a decrease of $78,213, or 6.3% from December 31, 2025. The decrease is comprised of decreases in accrued expenses of $71,009, due to related parties of $272, and current portion of lease liabilities of $18,606, partially offset by increases in accounts payable of $2,341, and contract liabilities of $9,333.

Current wording

Our current liabilities at June 30, 2026 increased to $1,412,687 from $1,250,844 or an increase of $161,843, or 12.9% from December 31, 2025. The increase is comprised of decreases in accrued expenses of $48,178, due to related parties of $4,830, and current portion of lease liabilities of $38,679, partially offset by increases in accounts payable of $68,658, and contract liabilities of $184,872.

Previous wording

Net cash flows used in operating activities for the three months ended March 31, 2026 amounted to $1,177,977 and were primarily attributable to our net loss of $2,793,485, offset by depreciation and amortization expense of $78,822 and stock-based compensation and professional fees of $1,225,520. Changes in operating assets and liabilities were reflected by decreases in; accounts receivable of $38,305, inventory of $161,209, and prepaid and other current assets of $171,098, as well as increases in accounts payable of $2,341 and contract liabilities of $9,333; and partially offset by decreases in lease liabilities $111, and accrued expenses of $71,009.

Current wording

Net cash flows used in operating activities for the six months ended June 30, 2026 amounted to $4,055,774 and were primarily attributable to our net loss of $5,962,347, offset by depreciation and amortization expense of $167,768 and stock-based compensation and professional fees of $2,546,226. Changes in operating assets and liabilities included increases in accounts receivable and other receivables of $1,150,262 and inventory of $142,428, and decreases in accrued expenses of $48,178 and lease liabilities of $221. These uses of cash were partially offset by increases in accounts payable of $68,658 and contract liabilities of $184,872, and a decrease in prepaid expenses and other current assets of $280,138.

Previous wording

Net cash flows used in operating activities for the three months ended March 31, 2025 amounted to $941,751 and were primarily attributable to our net loss of $3,965,017, offset by depreciation and amortization expense of $103,366 and stock-based compensation and professional fees of $2,669,337. Changes in operating assets and liabilities were reflected by increases in; inventory of $28,344, prepaid and other current assets of $69,731, accounts payable of $106,247, accounts receivable of $107,901; and offset by decreases in accrued expenses of $4,601, lease liabilities $33 and contract liabilities of $57,026.

Current wording

Net cash flows used in operating activities for the six months ended June 30, 2025 amounted to $1,984,809 and were primarily attributable to our net loss of $5,879,576, offset by depreciation and amortization expense of $213,309 and stock-based compensation and professional fees of $3,457,764. Changes in operating assets and liabilities included increases in accounts payable of $48,881 and accrued expenses of $71,357, partially offset by decreases in accounts receivable of $85,127, inventory of $35,773, prepaid expenses and other current assets of $132,269, decreases in accrued compensation of $111,279, decreases in contract liabilities of $38,367, and decreases in lease liabilities of $67.

Previous wording

Net cash flows used in investing activities were $81,700 and $123,359, for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we purchased property and equipment of $48,200 and investment in intangible technologies of $33,500. During the three months ended March 31, 2025, we purchased property and equipment of $18,247 and investment in intangible technologies of $105,112.

Current wording

Net cash flows used in investing activities were $171,836 and $225,877 for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we purchased property and equipment of $108,336 and investment in intangible technologies of $63,500. During the six months ended June 30, 2025, we purchased property and equipment of $21,034 and investment in intangible technologies of $204,843.

Previous wording

During the three months ended March 31, 2025, we had related party advances of $15,816 partially offset by related party repayments of $9,206.

Current wording

During the six months ended June 30, 2026, we had purchases of Treasury Stock of $2,330,134 and repayments to a related party of $14,390, partially offset by related party advances of $9,560.

Previous wording

Intangibles assets, net consists of contractual employment agreements, customer relationships and acquired capitalized internal-use software. All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable.

Current wording

Intangible assets, net consists of contractual employment agreements, customer relationships and acquired capitalized internal-use software. All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net cash flows (used in) provided by financing activities were $(731,351) and $6,610 for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we had purchases of treasury stock of $731,079 and repayments to a related party of $6,206, partially offset by related party advances of $5,934.