パラダインAIの適時開示・その他

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): September 22, 2025

    

Palladyne AI Corp.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39897	85-2838301
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

650 South 500 West, Suite 150
Salt Lake City, Utah		84101
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (888) 927-7296

    

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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))

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 per share	PDYN	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $69.00 per share	PDYNW	The Nasdaq Stock Market LLC

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

On September 22, 2025, the board of directors (the "Board") of Palladyne AI Corp. (the "Company"), upon recommendation from the nominating and corporate governance committee of the Board, appointed Stephen M. Twitty to serve as a Class I director of the Company, effective as of September 22, 2025, with an initial term expiring at the Company’s 2028 annual meeting.

Mr. Twitty is President of Twitty and Associates LLC, a strategic and operational planning consulting firm. Mr. Twitty also served as the senior executive lead for U.S. training operations at Valiant Integrated Services from August 2020 to July 2025. Mr. Twitty has served as a director at Karman Space and Defense (NYSE: KRMN) since February 2025, Weibel Scientific since September 2024 and at Meroxa, Inc. since May 2025. Prior to that, he served as chairman of the board at Nusura, Inc. Mr. Twitty is currently a board advisor at Accelint, Dataminr, HD T-Global, and Raft Inc., and served as an advisor to the Company from 2022 until his appointment as a director. He is also a senior advisor at the Chertoff Group and Ernst &Young (EY). Mr. Twitty retired in 2020 from the United States Army as a Lieutenant General after 40 years of distinguished military service as an infantry officer. In his final assignment in the military, Mr. Twitty served as the Deputy Commander of United States European Command in Stuttgart, Germany. Mr. Twitty holds a master’s degree in administration from Central Michigan University, a master’s degree in National Security Strategy from the National Defense University, and a bachelor’s degree in criminal justice from South Carolina State University. He is a Distinguished Fellow at the Center for European Policy Analysis (CEPA). Mr. Twitty is a member of the Council on Foreign Relations, a nonpartisan independent think tank. We believe Mr. Twitty's extensive leadership experience and experience with potential customers, operations, technology and global business, qualify him to contribute valuable insights to our Board of Directors.

There are no arrangements or understandings between Mr. Twitty, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Twitty was selected as a director. There are no related party transactions between Mr. Twitty or any member of his immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

For serving on our Board, Mr. Twitty will receive compensation in accordance with the Company’s outside director compensation policy, as in effect at the time. The current terms of the Company’s outside director compensation policy is attached as Exhibit 10.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. Mr. Twitty will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.

A copy of the press release announcing Mr. Twitty’s appointment to the Board is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number	Description
99.1	Press Release dated September 23, 2025
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.


			Palladyne AI Corp.

Dated:	September 23, 2025	By:	/s/ Stephen Sonne
		Name: Title:	Stephen Sonne Chief Legal Officer & Secretary

EX-99.1 2 pdyn-ex99_1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

Palladyne AI Corp. Appoints Retired Lieutenant General Stephen M. Twitty to Board of Directors

Former U.S. Army Lieutenant General brings 40 years of distinguished military service, technology expertise, and deep relationships to the Palladyne AI board

SALT LAKE CITY– September 23, 2025 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence software for robotic platforms in the defense and commercial sectors, today announced that Stephen “Steph” M. Twitty has joined its Board of Directors. Twitty retired from the United States Army as a Lieutenant General after 40 years of distinguished service. General Twitty’s appointment underscores Palladyne AI’s commitment to bridging advanced embodied AI technology with real-world defense applications in the near term.

Twitty had a decorated military career as an infantry officer in the Army, commanding units in nearly every echelon and serving in five combat tours. In his final military assignment, Twitty served as the Deputy Commander of the United States European Command in Stuttgart, Germany. He has received numerous awards, including the Silver Star Medal, our nation’s 3rd highest award for valor.

Since his military retirement, Twitty has served as the senior executive lead for U.S. training operations at Valiant Integrated Services and is a board member for Karman Space and Defense (NYSE: KRMN), Weibel Scientific, and Mexora, Inc. He is also a board advisor for Accelint, Dataminr, HDT-Global, and Raft Inc. He serves as a senior advisor to the Chertoff Group and Ernst and Young. Twitty is a frequent military commentator for CNBC, offering his perspective on a variety of defense-related topics.

“I am honored to join Palladyne AI’s Board of Directors,” said Twitty. “AI and autonomy are transforming the future of defense. Palladyne’s embedded AI solutions, particularly the autonomous drone swarming capability, represent the future of precision, deterrence, and overmatch.

I am delighted to be working with a team that has already demonstrated what many think is years away.”

“I am thrilled to welcome Steph to the Palladyne AI Board of Directors,” said Ben Wolff, President and CEO, Palladyne AI. “His visionary leadership, deep relationships, and operational insight into global defense challenges will help accelerate our mission of enabling embedded AI that substantially enhances the ability to meet mission objectives while also mitigating unintended consequences.”

For more information on Palladyne AI and its artificial intelligence software for robotic platforms, please visit www.palladyneai.com.

###

About Palladyne AI Corp.

Palladyne AI Corp. (NASDAQ: PDYN) has developed an advanced artificial intelligence (AI) and machine learning (ML) software platform poised to revolutionize the capabilities of robots, enabling them to observe, learn, reason, and act in a manner akin to human intelligence. Our AI and ML software platform empowers robots to perceive variations or changes in the real-world environment, enabling them to autonomously maneuver and manipulate objects accurately in response.

The Palladyne AI software solution operates on the edge and dramatically reduces the significant effort required to program and deploy robots, enabling industrial robots and collaborative robots (cobots) to quickly achieve autonomous capabilities even in dynamic and/or complex environments. It is designed to enable robotic systems to perceive their environment and quickly adapt to changing circumstances by generalizing (i.e., learning) from their past experience using dynamic real-time operations “on the edge” (i.e., on the robotic system) without extensive programming and with minimal robot training. Palladyne AI believes its software has wide application, including in industries such as automotive, aviation, construction, defense, general manufacturing, infrastructure inspection, logistics and warehousing. Its applicability extends beyond traditional robotics to include Unmanned Aerial Vehicles (UAVs), Unmanned Ground Vehicles (UGVs), and Remotely Operated Vehicles (ROVs). Palladyne AI’s approach is expected to elevate the return on investment associated with a diverse range of machines that are fixed, fly, float, or roll.

By enabling autonomy, reducing programming complexity, and enhancing efficiency, we are paving the way for a future where machines can excel in tasks that were once considered beyond their reach.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the capabilities or future capabilities of the Company’s AI/ML foundational technology and related software products, the benefits of the software and the industries that could benefit from it, and the applicability of the software to different kinds of machines (such as UAVs, UGVs and ROVs).

Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Palladyne AI’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Palladyne AI is not under any obligation and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Readers should carefully review the statements set forth in the reports which Palladyne AI has filed or will file from time to time with the Securities and Exchange Commission (the “SEC”), in particular the risks and uncertainties set forth in the sections of those reports entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” for a description of risks facing Palladyne AI and that could cause actual events, results or performance to differ from those indicated in the forward-looking statements contained herein. The documents filed by Palladyne AI with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

Palladyne AI Investor Contact:

IR@palladyneai.com

Palladyne AI Press Contact:

PR@palladyneai.com