ROT / Rotor Acquisition Corp - Class A - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Palladyne AI Corp. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT 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) (I.R.S. Employer Identification No.) 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 (Address of principa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

Palladyne AI Reports First Quarter 2026 Results First full quarter as a vertically integrated defense and industrial AI company; revenue increased 107% year-over-year to $3.5 million Backlog of approximately $17 million as of March 31, 2026, net of r

Exhibit 99.1 Palladyne AI Reports First Quarter 2026 Results First full quarter as a vertically integrated defense and industrial AI company; revenue increased 107% year-over-year to $3.5 million Backlog of approximately $17 million as of March 31, 2026, net of revenue recognized, reflects approximately $7 million in new contract awards during the quarter Reiterates full-year 2026 revenue guidance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): May 05, 2026 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 Nu

Confidential Confidential Confidential

EXHIBIT 10.1 Palladyne Corp. | 650 S 500 W Ste 150 | Salt Lake City, UT 84101 Confidential February 16, 2026 Matthew Shigenobu Muta [***] [***] TEL: [***] EMAIL: [***] Dear Matt, On behalf of Palladyne Corp. (“Palladyne”), a wholly-owned subsidiary of Palladyne AI Corp. (“PDYN”), I am pleased to provide you with the following offer of employment to serve as a President, Commercial and Industrial,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) շ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 OR ն TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTHETRANSITIONPERIODFROMTO CommissionFileNumber001-39897 PalladyneAICorp. (Exactnameofregistrantasspecifiedin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39897 Palladyne AI Co

Palladyne AI Reports Fourth Quarter and Full Year 2025 Results and Reiterates 2026 Revenue Guidance of $24 to $27 Million 2026 revenue guidance implies 357% to 415% year-over-year growth, with backlog increasing more than 30% since year-end to nearly

Exhibit 99.1 Palladyne AI Reports Fourth Quarter and Full Year 2025 Results and Reiterates 2026 Revenue Guidance of $24 to $27 Million 2026 revenue guidance implies 357% to 415% year-over-year growth, with backlog increasing more than 30% since year-end to nearly $18 million midway through the first quarter 2025 culminated in structural repositioning following November acquisitions Launch of Palla

DESCRIPTION OF SECURITIES

Exhibit 4.5 DESCRIPTION OF SECURITIES Palladyne AI Corp. (“we,” “our,” “us” or the “Company”) has the following two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.0001 per share, and (ii) redeemable deSPAC Warrants (as defined below), each deSPAC Warrant exercisable for one Common Stock share

PALLADYNE AI CORP. AMENDED AND RESTATED INSIDER TRADING POLICY (Amended and Restated on October 30, 2024)

Exhibit 19 PALLADYNE AI CORP. AMENDED AND RESTATED INSIDER TRADING POLICY (Amended and Restated on October 30, 2024) A. POLICY OVERVIEW Palladyne AI Corp. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the C

Palladyne AI Corp. Significant Subsidiaries (as of December 31, 2025)

Exhibit 21 Palladyne AI Corp. Significant Subsidiaries (as of December 31, 2025) The following are the subsidiaries of Palladyne AI Corp.: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization RE2, LLC Delaware ZeptoVision Inc. Delaware MKR Fabrication LLC Michigan MKR Fabrication Properties, LLC Michigan Warnke Precision Machining, LLC Michigan Palladyne Corp. Utah Sarco

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): March 05, 2026 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

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): February 13, 2026 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fi

PALLADYNE AI ACCELERATES COMMERCIAL PUSH WITH APPOINTMENT OF MATT MUTA AS PRESIDENT OF COMMERCIAL BUSINESS Palladyne AI’s Commercial Business Targets Enterprise Adoption of Poly-functional Robotics Platform following the launch of Palladyne IQ 2.0

Exhibit 99.1 PALLADYNE AI ACCELERATES COMMERCIAL PUSH WITH APPOINTMENT OF MATT MUTA AS PRESIDENT OF COMMERCIAL BUSINESS Palladyne AI’s Commercial Business Targets Enterprise Adoption of Poly-functional Robotics Platform following the launch of Palladyne IQ 2.0 SALT LAKE CITY – February 18, 2026 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a U.S.-based defense and industrial tech

Palladyne AI Corp. 8,365,446 Shares Common Stock Offered by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-292638 PROSPECTUS Palladyne AI Corp. 8,365,446 Shares Common Stock Offered by the Selling Stockholders This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders” on page 5 of up to 8,365,446 shares of our common stock, par value $0.0001 per sh

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): January 14, 2026 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fil

Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s preliminary

America’s Cross-Domain Force Multiplier™ NASDAQ: PDYN / January 2026 Exhibit 99.1 Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s preliminary unaudited revenue for the year ended December 31, 2025, preliminary

FORM 8-K Item 9.01 Financial Statements and Exhibits.

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): January 13, 2026 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fil

Palladyne AI Corp. Signals Operating Inflection With Increase to Full Year 2026 Revenue Guidance to $24 - $27 Million Represents 336% to 440% Year-Over-Year Increase Driven By Late 2025 Acquisitions Contracted demand and recent acquisitions support t

Exhibit 99.1 Palladyne AI Corp. Signals Operating Inflection With Increase to Full Year 2026 Revenue Guidance to $24 - $27 Million Represents 336% to 440% Year-Over-Year Increase Driven By Late 2025 Acquisitions Contracted demand and recent acquisitions support transition into higher revenue tier Backlog at the end of 2025 increased to more than $13 million from $10 million in mid-November SALT LA

As filed with the Securities and Exchange Commission on January 9, 2026

As filed with the Securities and Exchange Commission on January 9, 2026 Registration No.

CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Palladyne AI Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Palladyne AI Corp.

Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s business str

America’s Cross-Domain Force Multiplier™ NASDAQ: PDYN / November 2025 Exhibit 99.1 Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s business strategy, projections of market opportunity, anticipated benefits of i

Palladyne AI Establishes Vertically Integrated U.S. Defense Technology Pioneer Through Transformative Acquisitions Delivering Advanced Avionics, Precision Component Manufacturing and Embodied AI Establishes Palladyne Defense, redefining the Mid-Tier

Exhibit 99.1 Palladyne AI Establishes Vertically Integrated U.S. Defense Technology Pioneer Through Transformative Acquisitions Delivering Advanced Avionics, Precision Component Manufacturing and Embodied AI Establishes Palladyne Defense, redefining the Mid-Tier Prime with existing revenue from leading defense contractors and emerging defense technology companies Unites patented embodied AI, rapid

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): November 14, 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 Fi

FORM 8-K Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): November 17, 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 Fi

Unless otherwise defined herein, defined terms shall have the meanings set forth in the Notice of Restricted Stock Unit Grant of this Award Agreement (the “Notice of Grant”) or in Section 30 below.

Exhibit 10.1 PALLADYNE AI CORP. STAND-ALONE RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: (“Participant”) Address: Participant has been granted an award of Restricted Stock Units (the “Award”) subject to the terms and conditions of this Stand-Alone Restricted Stock Unit Agreement, which includes this Notice of Restricted Stock Unit Grant (the “Notice of Gr

PALLADYNE AI CORP. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY Effective as of April 7, 2025 (the “Effective Date”)

EXHIBIT 10.1 PALLADYNE AI CORP. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY Effective as of April 7, 2025 (the “Effective Date”) Palladyne AI Corp. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who ar

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01 Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): November 12, 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 Fi

Palladyne AI Reports Third Quarter Fiscal 2025 Results and Provides Update on Recent Developments Strong balance sheet with $57.1 million in cash, cash equivalents and marketable securities and no debt Patent progress demonstrates growing strategic r

Exhibit 99.1 Palladyne AI Reports Third Quarter Fiscal 2025 Results and Provides Update on Recent Developments Strong balance sheet with $57.1 million in cash, cash equivalents and marketable securities and no debt Patent progress demonstrates growing strategic relevance in defense applications Company to host investor call and webcast during the week of November 17 to discuss emerging strategic d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits.

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 F

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 boa

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 intellige

LETTER

August 14, 2025 Steve Sonne Chief Legal Officer Palladyne AI Corp. 650 South 500 West, Suite 150 Salt Lake City, UT 84101 Re: Palladyne AI Corp. Registration Statement on Form S-3 Filed August 6, 2025 File No. 333-289308 Dear Steve Sonne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceler

Palladyne AI Corp. 650 South 500 West, Suite 150 Salt Lake City, Utah 84101

Palladyne AI Corp. 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 August 14, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Charli Wilson Re: Palladyne AI Corp. Registration Statement on Form S-3 File No. 333-289308 Acceleration Request Requested Date: August 15, 2025 Requested Time: 4:00 p.m. Ea

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 7.01. Regulation FD Disclosure. Item 9.01 Financial Statements and Exhibits.

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): August 06, 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

Palladyne AI Corp Provides 2025 Mid-Year Business and Financial Update First Half 2025 Financial and Product Development Objectives Met; Focus Shifts to Completion of Version 2 of Palladyne™ IQ, Demonstrating Enhanced Capabilities for Palladyne™ Pilo

Exhibit 99.1 Palladyne AI Corp Provides 2025 Mid-Year Business and Financial Update First Half 2025 Financial and Product Development Objectives Met; Focus Shifts to Completion of Version 2 of Palladyne™ IQ, Demonstrating Enhanced Capabilities for Palladyne™ Pilot with Defense Community and Securing Customers SALT LAKE CITY – August 6, 2025 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

Form of Indenture

Exhibit 4.3 PALLADYNE AI CORP. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establishment of Terms

Amended and Restated Outside Director Compensation Policy.

EXHIBIT 10.1 PALLADYNE AI CORP. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY Effective as of April 7, 2025 (the “Effective Date”) Palladyne AI Corp. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who ar

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s business str

Artificial Intelligence that Enables Robots and Drones to Think Like Humans and Perform Real-World Complex Tasks Exhibit 99.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Palladyne AI Corp.

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): July 02, 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 N

Submission of Matters to a Vote of Security Holders

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): June 11, 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Palladyne AI Corp. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT 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) (I.R.S. Employer Identification No.) 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 (Address of principa

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 19, 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 Nu

Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s business str

Artificial Intelligence that Enables Robots and Drones to Think Like Humans and Perform Real-World Complex Tasks Exhibit 99.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

Employment Agreement, dated February 29, 2024, among Kristi Martindale, Sarcos Corp., and the Company.

Exhibit 10.1 SARCOS CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of February 29, 2024 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation (“Parent”) and Kristi Martindale (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Executive was previously an employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2024 OR ☐ ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FOR THETRANSITIONPERIODFROMTO CommissionFileNumber001-39897 PalladyneAICorp. (Exactnameofregistrantasspecifiedinitscharter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

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 02, 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

Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s business str

Artificial Intelligence that Enables Robots and Drones to Think Like Humans and Perform Real-World Complex Tasks Exhibit 99.

Results of Operations and Financial Condition

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): March 31, 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

Insider Trading Policy.

Exhibit 19 PALLADYNE AI CORP. AMENDED AND RESTATED INSIDER TRADING POLICY (Amended and Restated on October 30, 2024) A. POLICY OVERVIEW Palladyne AI Corp. (together with any subsidiaries, collectively the “Company”) has adopted this Insider Trading Policy (the “Policy”) to help you comply with the federal and state securities laws and regulations that govern trading in securities and to help the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39897 Palladyne AI Co

List of Subsidiaries

Exhibit 21 Palladyne AI Corp. Significant Subsidiaries (as of December 31, 2024) The following are the subsidiaries of Palladyne AI Corp.: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Sarcos Corp. Utah Sarcos Group LC Utah Rememdia LC Utah ZeptoVision, Inc. Delaware RE2 LLC Delaware * Inclusion on the list above is not an admission that any of the above entities,

Description of the Company's Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES Palladyne AI Corp. (“we,” “our,” “us” or the “Company”) has the following two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.0001 per share, and (ii) redeemable deSPAC Warrants (as defined below), each deSPAC Warrant exercisable for one Common Stock share

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

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): February 20, 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 Fi

Palladyne AI Corp Provides 2024 Year End Business and Financial Update 2024 Financial and Product Development Objectives Met; Focus Turns to Securing Customers for 2025

Exhibit 99.1 Palladyne AI Corp Provides 2024 Year End Business and Financial Update 2024 Financial and Product Development Objectives Met; Focus Turns to Securing Customers for 2025 SALT LAKE CITY – February 20, 2025 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence software for robotic platforms in the industrial and defense sectors, today anno

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 17, 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 Fi

Palladyne AI Corp. Announces Appointment of Michael Young to Board of Directors Former senior executive at Caterpillar and Dell brings more than 35 years of industry experience and relationships to the Palladyne AI board

EXHIBIT 99.1 Palladyne AI Corp. Announces Appointment of Michael Young to Board of Directors Former senior executive at Caterpillar and Dell brings more than 35 years of industry experience and relationships to the Palladyne AI board SALT LAKE CITY– February 19, 2025 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence software for robotic platform

Up to $30,000,000 Common Stock

Filed Pursuant to Rule 424(b)5 Registration No. 333-268399 PROSPECTUS SUPPLEMENT (To prospectus dated November 23, 2022) Up to $30,000,000 Common Stock We previously entered into an Open Market Sale Agreement on November 13, 2024, or the sales agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of t

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): December 31, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fi

Amended and Restated Employment Agreement between the Company, Sarcos Corp. and Benjamin G. Wolff, dated December 26, 2024

EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 26, 2024 by and among Sarcos Corp. (the “Company”), Palladyne AI Corp. (formerly known as Sarcos Technology and Robotics Corporation), the Company’s parent corporation (“Parent”) and Benjamin G. Wolff (“Executive” and, together with the Company and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 26, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fi

December 20, 2024

December 20, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Aliya Ishmukhamedova Re: Palladyne AI Corp. Registration Statement on Form S-3 File No. 333-283359 Acceleration Request Requested Date: December 20, 2024 Requested Time: 4:15 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the S

Palladyne AI Corp. 3,220,805 Shares of Common Stock Offered by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283359 PROSPECTUS Palladyne AI Corp. 3,220,805 Shares of Common Stock Offered by the Selling Stockholders This prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under the caption “Principal and Selling Stockholders” on page 8 of up to 3,220,805 shares of our common stock, $0.0001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 FORM S‑1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PALLADYNE AI CORP. (Exact name of registrant as specified in its charte

As filed with the Securities and Exchange Commission on December 17, 2024 Registration No.

LETTER

December 4, 2024 Stephen Sonne Chief Legal Officer Palladyne AI Corp. 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 Re: Palladyne AI Corp. Registration Statement on Form S-1 Filed November 20, 2024 File No. 333-283359 Dear Stephen Sonne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PALLADYNE AI CORP. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on November 20, 2024 Registration No.

List of Subsidiaries.

Exhibit 21.1 Palladyne AI Corp.* List of Subsidiaries (as of November 20, 2024) The following are the subsidiaries of Palladyne AI Corp.: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Sarcos Corp. Utah Sarcos Group LC Utah Rememdia LC Utah ZeptoVision Inc. Delaware RE2, LLC Delaware * Inclusion on the list above is not an admission that any of the above entities,

As filed with the Securities and Exchange Commission on November 20, 2024

As filed with the Securities and Exchange Commission on November 20, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palladyne AI Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be paid Equity Common Stock, par value $0.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Palladyne AI Corp.

Up to $18,000,000 Common Stock

Filed Pursuant to Rule 424(b)5 Registration No. 333-268399 PROSPECTUS SUPPLEMENT (To prospectus dated November 23, 2022) Up to $18,000,000 Common Stock We have entered into an Open Market Sale Agreement, or the sales agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sales agreement, under t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

Open Market Sale AgreementSM, dated November 13, 2024, by and between the Company and Jefferies LLC

Exhibit 10.2 OPEN MARKET SALE AGREEMENTSM November 13, 2024 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Palladyne AI Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common st

Palladyne AI Corp. Amended and Restated 2021 Employee Stock Purchase Plan

Exhibit 10.1 PALLADYNE AI CORP. AMENDED AND RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an “employee stock purchase p

PDYN / Palladyne AI Corp. / Wolff Benjamin G - SC 13D/A Activist Investment

SC 13D/A 1 d904827dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* PALLADYNE AI CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A205 (CUSIP Number) Benjamin G. Wolff Julie Wolff 650 South 500 West, Suite 150 Salt Lake City, Utah,

Form of Investor Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Palladyne AI Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se

2,790,700 Shares of Common Stock

424B5 1 pdyn-prospectussupple.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-268399 PROSPECTUS SUPPLEMENT (to the Prospectus dated November 23, 2022) 2,790,700 Shares of Common Stock Pursuant to this prospectus supplement, the accompanying prospectus and the securities purchase agreement dated October 31, 2024 (the “Securities Purchase Agreement”), we are offering 2,790,700 shares

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

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): October 30, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fil

Term Sheet for financing of Palladyne AI Corp.

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

Form of Lock-Up Agreement

Exhibit 10.3 FORM OF LOCK-UP AGREEMENT [∙], 2024 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, New York 10022 Re: Palladyne AI Corp., Proposed Offering Ladies and Gentlemen: The undersigned understands that you (“AGP” or the “Placement Agent”) propose to enter into a Placement Agency Agreement, to be dated as of [∙] [∙] 2024 (the “Placement Agency Agreement”) by and amon

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

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): October 31, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commission Fil

PALLADYNE AI CORP. 2024 INDUCEMENT EQUITY INCENTIVE PLAN (Effective December 15, 2024)

EXHIBIT 99.1 PALLADYNE AI CORP. 2024 INDUCEMENT EQUITY INCENTIVE PLAN (Effective December 15, 2024) 1. Purposes of the Plan. The purpose of this Plan is to attract and retain talented personnel by providing an inducement material to individuals entering into employment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonstatutory Stock Options, Stock Appre

Form of Common Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Insiders Purchase Agreement

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2024, between Palladyne AI Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions se

PALLADYNE AI CORP. Announces Pricing of $7.0 Million Registered Direct Offering and Concurrent Private Placements

Exhibit 99.1 PALLADYNE AI CORP. Announces Pricing of $7.0 Million Registered Direct Offering and Concurrent Private Placements SALT LAKE CITY– October 31, 2024 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence software for robotic platforms in the commercial and defense sectors, today announced that it has entered into a securities purchase agre

Placement Agent Agreement entered into by and between the Company and the Placement Agent, dated October 31, 2024

Exhibit 10.4 Placement Agency Agreement October 31, 2024 Palladyne AI Corp. 650 South 500 West, Suite 150 Salt Lake City, UT 84101 Attn: Chief Executive Officer Dear Mr. Wolff: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Palladyne AI Corp., a Delaware corporation (the “Company”), that the Placement Agent shall serve as

Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Palladyne AI’s financial po

An AI platform to deliver human-like reasoning & autonomy for commercial and defense applications Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 07, 2024 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

PALLADYNE AI CORP Provides Mid-Year Business and Financial Update Key Milestones for Commercialization of Artificial Intelligence Software Platform for Industrial Robots and Cobots Achieved on Schedule with Substantially Improved Financial Results

Exhibit 99.1 PALLADYNE AI CORP Provides Mid-Year Business and Financial Update Key Milestones for Commercialization of Artificial Intelligence Software Platform for Industrial Robots and Cobots Achieved on Schedule with Substantially Improved Financial Results SALT LAKE CITY– August 7, 2024 – Palladyne AI Corp. (NASDAQ: PDYN and PDYNW) (“Palladyne AI”), a developer of artificial intelligence softw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

Submission of Matters to a Vote of Security Holders

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): June 12, 2024 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 N

Retention Bonus Letter Agreement, dated January 19, 2024, among Stephen Sonne, Sarcos Corp., and the Company.

Exhibit 10.11 January 19, 2024 VIA DOCUSIGN Stephen Sonne [***] Re: Retention Bonus Opportunity Dear Stephen: This letter agreement (the “Agreement”) sets forth the terms and conditions of a retention bonus offered as an incentive for you to remain employed by Sarcos Corp. (the “Company”). Reference is made to the Employment Agreement by and between you, the Company and Sarcos Technology and Robot

Retention Bonus Letter Agreement, dated January 19, 2024, among Denis Garagic, Sarcos Corp., and the Company.

Exhibit 10.9 January 19, 2024 VIA DOCUSIGN Denis Garagic [***] Re: Retention Bonus Opportunity Dear Denis: This letter agreement (the “Agreement”) sets forth the terms and conditions of a retention bonus offered as an incentive for you to remain employed by Sarcos Corp. (the “Company”). Reference is made to the Employment Agreement by and between you, the Company and Sarcos Technology and Robotics

Retention Bonus Letter Agreement, dated January 19, 2024, among Andrew Hamer, Sarcos Corp., and the Company.

Exhibit 10.10 January 19, 2024 VIA DOCUSIGN Andrew Hamer [***] Re: Retention Bonus Opportunity Dear Drew: This letter agreement (the “Agreement”) sets forth the terms and conditions of a retention bonus offered as an incentive for you to remain employed by Sarcos Corp. (the “Company”). Reference is made to the Employment Agreement by and between you, the Company and Sarcos Technology and Robotics

Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Trevor Thatcher.

Exhibit 10.15 PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTS This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Trevor Thatcher (the “Participant”) as of April 16, 2024. WHEREAS, the Participant has been granted the following stock options (the “Options”) to acquire shares of the Company’s common stock (“Shares”).

Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Matthew Vogt.

Exhibit 10.16 PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTS This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Matthew Vogt (the “Participant”) as of April 16, 2024. WHEREAS, the Participant has been granted the following stock options (the “Options”) to acquire shares of the Company’s common stock (“Shares”). Th

Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Denis Garagic.

Exhibit 10.13 PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTS This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Denis Garagic (the “Participant”) as of April 16, 2024. WHEREAS, the Participant has been granted the following stock options (the “Options”) to acquire shares of the Company’s common stock (“Shares”). T

Amendment to Option Agreements, dated April 16, 2024, by and between the Company and Stephen Sonne.

Exhibit 10.14 PALLADYNE AI CORP. AMENDMENT TO OPTION AGREEMENTS This AMENDMENT TO OPTION AGREEMENTS (the “Amendment”) is made and entered into by and between Palladyne AI Corp. (the “Company”) and Stephen Sonne (the “Participant”) as of April 16, 2024. WHEREAS, the Participant has been granted the following stock options (the “Options”) to acquire shares of the Company’s common stock (“Shares”). T

Employment Agreement Amendment, dated March 28, 2024, among Denis Garagic, Sarcos Corp., and the Company.

Exhibit 10.6 To: Denis Garagic March 28, 2024 Dear Denis: We write to confirm and memorialize the decision of the Board of Directors of Palladyne AI Corp. (formerly known as Sarcos Technology and Robotics Corporation) (“Parent”) on January 3, 2024 to increase your target annual bonus percentage by amending the Employment Agreement entered into as of June 12, 2023 by and between Sarcos, Corp., Pall

Retention Bonus Letter Agreement, dated March 19, 2024, among Matthew Vogt, Sarcos Corp., and the Company.

Exhibit 10.12 January 19, 2024 VIA DOCUSIGN Matthew Vogt [***] Re: Retention Bonus Opportunity Dear Matt: This letter agreement (the “Agreement”) sets forth the terms and conditions of a retention bonus offered as an incentive for you to remain employed by Sarcos Corp. (the “Company”). Reference is made to the Employment Agreement by and between you, the Company and Sarcos Technology and Robotics

Employment Agreement Amendment, dated March 28, 2024, among Stephen Sonne, Sarcos Corp., and the Company.

Exhibit 10.7 To: Stephen Sonne March 28, 2024 Dear Steve: We write to confirm and memorialize the decision of the Board of Directors of Palladyne AI Corp. (formerly known as Sarcos Technology and Robotics Corporation) (“Parent”) on January 3, 2024 to increase your target annual bonus percentage by amending the Employment Agreement entered into as of January 30, 2023 by and between Sarcos, Corp., P

Amended and Restated Outside Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 2024).

EXHIBIT 10.1 PALLADYNE AI CORP. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY Effective as of February 23, 2024 (the “Effective Date”) Palladyne AI Corp. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 Palladyne AI Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Palladyne AI Corp. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT 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) (I.R.S. Employer Identification No.) 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 (Address of principa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2023 OR ☐ ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FOR THETRANSITIONPERIODFROMTO CommissionFileNumber001-39897 SARCOSTECHNOLOGYANDROBOTICSCORPORATION (Exactnameofregistranta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commissi

Letter from Ernst & Young LLP to the Securities and Exchange Commission dated April 9, 2024.

Exhibit 16.1 April 9, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated April 3, 2024, of Palladyne AI Corp. and are in agreement with the statements contained in the first and last sentences of the first paragraph, and the second, third, and fourth paragraphs on page 2 therein. We have no basis to agree or disag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 03, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 08, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commissi

Palladyne AI Ticker Symbol now PDYN

Exhibit 99.1 Palladyne AI Ticker Symbol now PDYN SALT LAKE CITY– April 8, 2024 – Palladyne AI Corp. (“Palladyne AI” and formerly Sarcos Technology and Robotics Corporation) (Nasdaq: PDYN and PDYNW and formerly Nasdaq: STRC and STRCW) today announced that effective as of the market open today, April 8, 2024, the Company’s ticker symbols have changed from Nasdaq: STRC and STRCW to Nasdaq: PDYN and P

Separation Agreement and Release, dated as of March 14, 2024, among the Company, Sarcos Corp. and Andrew Hamer

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Andrew Hamer (“Employee”) and Sarcos Corp. (the “Company”) (collectively, Employee and the Company referred to as the “Parties” or individually referred to as a “Party”), and which will become effective as set forth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commissi

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on March 18, 2024).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PALLADYNE AI CORP. (as amended and restated effective March 18, 2024) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 9 2.6 QUORUM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Palladyne AI Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporation) (Commissi

Sarcos Robotics is Now Palladyne AI Rebranding Emphasizes New Focus on Brain over Brawn Palladyne AI is Commercializing Advanced AI Software that Enables Robots to Observe, Learn, Reason and Act Like Humans

Exhibit 99.1 Sarcos Robotics is Now Palladyne AI Rebranding Emphasizes New Focus on Brain over Brawn Palladyne AI is Commercializing Advanced AI Software that Enables Robots to Observe, Learn, Reason and Act Like Humans SALT LAKE CITY– March 18, 2024 – Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW) is pleased to announce that effective today, the company has changed

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 18, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Sarcos technology and robotics corporation Sarcos Technology and Robotics Corporation (the “Company”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows: 1. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction

Employment Agreement, dated March 5, 2024, among Trevor Thatcher, Sarcos Corp., and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2024).

Exhibit 10.1 SARCOS CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of March 5, 2024 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotices Corporation (“Parent”) and Trevor Thatcher (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Parent and the Company wish to continue

Compensation Recovery Policy

Exhibit 97 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION COMPENSATION RECOVERY POLICY (Adopted on November 16, 2023) Sarcos Technology and Robotics Corporation (the “Company”) is committed to strong corporate governance.

Employment Agreement, dated January 11, 2024, among Matthew L. Vogt, Sarcos Corp., and the Company.

Exhibit 10.12 SARCOS CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 11, 2024 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation (“Parent”) and Matthew L. Vogt (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Parent and the Company wish to contin

An AI platform to deliver human-like reasoning & autonomy for commercial and defense applications February 28, 2024

An AI platform to deliver human-like reasoning & autonomy for commercial and defense applications February 28, 2024 Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Sarcos’ future operating results, financial position, liquidi

Form of Restricted Stock Agreement under the 2021 Equity Incentive Plan

Exhibit 10.19 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT NOTICE OF RESTRICTED STOCK GRANT Unless otherwise defined herein, the terms defined in the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement which includes the Notice of Res

Employment Agreement, dated January 30, 2023, among Stephen Sonne, Sarcos Corp., and the Company.

Exhibit 10.13 SARCOS CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 30, 2023 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Stephen Sonne (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Paren

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF SECURITIES As of February 14, 2024, Sarcos Technology & Robotics Corporation (“we,” “our,” “us” or the “Company”) had the following two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.0001 per share, and (ii) redeemable warrants, each warrant exercisable for one Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39897 SARCOS TECHNOLO

List of Subsidiaries.

Exhibit 21 Sarcos Technology and Robotics Corporation. List of Subsidiaries (as of December 31, 2023) The following are the subsidiaries of Sarcos Technology and Robotics Corporation., omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name of Subsidiary State or Other Jurisdiction of Incorporation or Organization Sarcos Corp. Utah Sarc

STRC / Sarcos Technology and Robotics Corporation / Wolff Benjamin G - SC 13D/A Activist Investment

SC 13D/A 1 d801699dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A205 (CUSIP Number) Benjamin G. Wolff Julie Wolff 650 South 500 West, Suite 1

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 17, 2024 by and among Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Benjamin G. Wolff (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Parent and the Company wish to continue

[Remainder of page intentionally left blank.]

Exhibit 10.2 January 17, 2024 Laura Peterson TEL: [***] EMAIL: [***] Dear Laura, In connection with your transition from serving as the President and Chief Executive Officer of Sarcos Technology and Robotics Corporation (“Parent”) and Sarcos Corp. (“Sarcos”), this letter sets forth the mutual understanding between you, Parent and Sarcos as to the terms of your continued employment by Parent and Sa

STRC / Sarcos Technology and Robotics Corporation / SCHLUMBERGER LIMITED/NV - SC 13G/A Passive Investment

SC 13G/A 1 d746000dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o

Peterson Offer Letter, dated January 17, 2024, between the Company, Sarcos Corp. and Laura Peterson (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).

Exhibit 10.2 January 17, 2024 Laura Peterson TEL: [***] EMAIL: [***] Dear Laura, In connection with your transition from serving as the President and Chief Executive Officer of Sarcos Technology and Robotics Corporation (“Parent”) and Sarcos Corp. (“Sarcos”), this letter sets forth the mutual understanding between you, Parent and Sarcos as to the terms of your continued employment by Parent and Sa

Employment Agreement, dated January 17, 2024, among Benjamin G. Wolff, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 19, 2024).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of January 17, 2024 by and among Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Benjamin G. Wolff (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Parent and the Company wish to continue

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2024 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 03, 2024 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-2838301 (State or other jurisdiction of incorporation or organization) (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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): November 10, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incor

Sarcos Technology and Robotics Corporation Announces Third Quarter 2023 Financial Results Pivots to Artificial Intelligence, Machine Learning Software Business

Exhibit 99.1 Sarcos Technology and Robotics Corporation Announces Third Quarter 2023 Financial Results Pivots to Artificial Intelligence, Machine Learning Software Business SALT LAKE CITY – November 14, 2023 – Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW, a leader in advanced robotic technology designed to increase the intelligence, efficiency, capability and produ

Sarcos Pivots to Robotics AI Software Near-Term Opportunity AI Software Platform to be Launched by mid-2024; Leverages Years of Sarcos R&D and Recent Momentum from U.S. Department of Defense Contract Wins Reduction in Force to Align Resources with AI

Exhibit 99.2 Sarcos Pivots to Robotics AI Software Near-Term Opportunity AI Software Platform to be Launched by mid-2024; Leverages Years of Sarcos R&D and Recent Momentum from U.S. Department of Defense Contract Wins Reduction in Force to Align Resources with AI Focus SALT LAKE CITY– Nov. 14, 2023 – Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW), a leader in advanc

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): October 19, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorp

Sarcos Appoints Laura Peterson as President and Chief Executive Officer Ben Wolff Re-joins Executive Team as Executive Vice Chairman

Sarcos Appoints Laura Peterson as President and Chief Executive Officer Ben Wolff Re-joins Executive Team as Executive Vice Chairman SALT LAKE CITY— Oct.

Separation Agreement and Release, dated as of September 25, 2023, between Sarcos Technology and Robotics Corporation and Kristi Martindale

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Kristi Martindale (“Employee”) and Sarcos Corp. (the “Company”) (collectively, Employee and the Company referred to as the “Parties” or individually referred to as a “Party”), and which will become effective as set

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 03, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorp

ROT / Rotor Acquisition Corp - Class A / Wolff Benjamin G - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A205 (CUSIP Number) Benjamin G. Wolff Julie Wolff 650 South 500 West, Suite 150 Salt Lake City, Utah, 84101

ROT / Rotor Acquisition Corp - Class A / BlackRock Inc. Passive Investment

us80359A2050090623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) SARCOS TECHNOLOGY AND ROBOTICS CORPORATION - (Name of Issuer) Common Stock - (Title of Class of Securities) 80359A205 - (CUSIP Number) August 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

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

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): August 31, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpo

Separation Agreement, dated August 23, 2023, among Jorgen Pedersen, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 1, 2023).

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Jorgen Pedersen (“Employee”) and Sarcos Technology and Robotics Corporation (“Parent”) and Sarcos Corp. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and which

Amendment dated May 15, 2023 to the Employment Agreement by and between the Company and Kristi Martindale, effective as of September 24, 2021

Sarcos Technology and Robotics Corporation 650 S 500 W, Salt Lake City, UT 84101 Exhibit 10.

Sarcos Technology and Robotics Corporation Announces Second Quarter 2023 Financial Results

Exhibit 99.1 Sarcos Technology and Robotics Corporation Announces Second Quarter 2023 Financial Results SALT LAKE CITY— August 9, 2023—Sarcos Technology and RoboticsCorporation (“Sarcos”) (NASDAQ: STRC and STRCW), a leader in the design, development, and manufacture of advanced robotic systems, solutions and software that redefine human possibilities, today announced financial results for the quar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-2838301 (State or other jurisdiction of incorporation or organization) (I.

Amended and Restated Sarcos Technology and Robotics Corporation Outside Director Compensation Policy.

Exhibit 31.1 SARCOS TECHNOLOGIES AND ROBOTICS CORPORATION AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved by the Compensation Committee of the Company’s Board of Directors on April 13, 2023 (the “Effective Date”) Sarcos Technologies and Robotics Corporation (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the

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

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): August 09, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2023 (Amended Report) July 10, 2023 (Original Report) Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter)

STRC / Sarcos Technology and Robotics Corporation / Olivier Marc - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A205 (CUSIP Number) Marc Olivier 1941 S Wasatch Dr Salt Lake City, UT 84108 (801) 654-1964 (Name, Address a

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

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): July 20, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpora

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

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): July 10, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpora

Sarcos Takes Steps to Improve Efficiency, Reduce Cash Spend Provides Second Quarter 2023 Preliminary Revenue

Sarcos Takes Steps to Improve Efficiency, Reduce Cash Spend Provides Second Quarter 2023 Preliminary Revenue • Aligning workforce with targeted robotics solutions and end markets; eliminating non-essential positions • Optimizing ongoing operations • SaaS/AI emerging as important future revenue opportunity; building on years of AI software development • Second quarter preliminary revenue of approximately $1.

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SARCOS TECHNOLOGY AND ROBOTICS CORPORATION Sarcos Technology and Robotics Corporation, a Delaware corporation (the “Company”), hereby certifies as follows: 1. The name of the Company is Sarcos Technology and Robotics Corporation. The Company was originally incorporated under the name of Rotor Acquisition C

Sarcos Announces Reverse Stock Split

Exhibit 99.1 Sarcos Announces Reverse Stock Split SALT LAKE CITY – June 20, 2023 - Sarcos Technology and Robotics Corporation (“Sarcos” or “Company”) (NASDAQ: STRC and STRCW), a leader in the design, development, and manufacture of advanced robotic systems, solutions and software that redefine human possibilities, today announced that it has resolved to effect a reverse stock split of Sarcos’ issu

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

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): June 20, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpora

Employment Agreement, dated June 12, 2023, among Denis Garagic, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2023).

Exhibit 10.2 SARCOS CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of June 12, 2023 (the “Effective Date”) by and between Sarcos Corp. (the “Company”), Sarcos Technology and Robotics Corporation, the Company’s parent corporation (“Parent”) and Denis Garagic (“Executive” and, together with the Company and Parent, the “Parties”). RECITALS WHEREAS, Parent an

Separation Agreement, dated June 7, 2023, among Kiva Allgood, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2023).

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is entered into on the last date indicated on the signature page hereof by and between Kiva Allgood (“Employee”) and Sarcos Technology and Robotics Corporation (“Parent”) and Sarcos Corp. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”), and which wi

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

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): June 12, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Sarcos Technology and Robotics Corporation (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Sarcos Technology and Robotics Corporation (Exact name of registrant as specified in its charter) Delaware 001-39897 85-2838301 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 650 South 500 West, Suite 150 Salt Lake City, Utah 84

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

Sarcos Announces Appointment of Laura Peterson as Interim President and Chief Executive Officer Former Boeing executive and current member of Sarcos board of directors brings decades of leadership experience as Company enters commercialization phase

Exhibit 99.1 Sarcos Announces Appointment of Laura Peterson as Interim President and Chief Executive Officer Former Boeing executive and current member of Sarcos board of directors brings decades of leadership experience as Company enters commercialization phase of its history SALT LAKE CITY — May 12, 2023 — Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW), a leader i

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

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): May 11, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporat

Sarcos Technology and Robotics Corporation Announces First Quarter 2023 Financial Results Momentum building as company nears commercialization

Exhibit 99.1 Sarcos Technology and Robotics Corporation Announces First Quarter 2023 Financial Results Momentum building as company nears commercialization SALT LAKE CITY— May 10, 2023—Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW), a leader in the design, development, and manufacture of advanced robotic systems, solutions and software that redefine human possibilit

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

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): May 10, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-2838301 (State or other jurisdiction of incorporation or organization) (I.

ARS

UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2022 OR ☐ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934FOR THETRANSITIONPERIODFROMTO CommissionFileNumber001-39897 SARCOSTECHNOLOGYANDROBOTICSCORPORATION (Exactnameofregistrantasspe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☐ Definitive Proxy State

List of Subsidiaries.

Exhibit 21.1 Sarcos Technology and Robotics Corporation. List of Subsidiaries (as of December 31, 2022) The following are the subsidiaries of Sarcos Technology and Robotics Corporation., omitting certain subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary: Name of Subsidiary State or Other Jurisdiction of Incorporation or Orgaization Sarcos Corp. Utah Sar

Description of Company’s Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES As of February 15, 2023, Sarcos Technology & Robotics Corporation (“we,” “our,” “us” or the “Company”) had the following two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Common Stock, par value $0.0001 per share, and (ii) redeemable warrants, each warrant exercisable for one Comm

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

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): March 16, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39897 SARCOS TECHNOLO

Sarcos Technology and Robotics Corporation Announces Fourth Quarter and Full-year 2022 Financial Results Delivered Fourth Quarter and Full Year 2022 Revenue at the High End of Guidance Achieved Guardian® XM Production Goal and Debuted Prototype of Se

Exhibit 99.1 Sarcos Technology and Robotics Corporation Announces Fourth Quarter and Full-year 2022 Financial Results Delivered Fourth Quarter and Full Year 2022 Revenue at the High End of Guidance Achieved Guardian® XM Production Goal and Debuted Prototype of Semi-Autonomous Baggage Loading System for Aviation Industry SALT LAKE CITY— March 16, 2023—Sarcos Technology and Robotics Corporation (“Sa

Sarcos Commercializing and Expanding its Line of Teleoperated Robotics and Software Solutions Expects Revenue of $6.1 Million for Q4 and $14.6 Million for the Full Year 2022

Exhibit 99.1 Sarcos Commercializing and Expanding its Line of Teleoperated Robotics and Software Solutions Expects Revenue of $6.1 Million for Q4 and $14.6 Million for the Full Year 2022 SALT LAKE CITY— February 23, 2023—Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW), a leader in the design, development, and manufacture of advanced robotic systems and solutions that

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

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): February 23, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incor

Investor Presentation Nasdaq: STRC February 2023

Investor Presentation Nasdaq: STRC February 2023 disclaimer Legal Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Sarcos’ future operating results, financial position, liquidity and cash burn, business strategy, projections o

US80359A1060 / Sarcos Technology and Robotics Corp / SCHLUMBERGER LIMITED/NV - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap

US80359A1060 / Sarcos Technology and Robotics Corp / BlackRock Inc. Passive Investment

SC 13G 1 us80359a1060013123.txt us80359a1060013123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) SARCOS TECH & ROBOT LEGENDED - (Name of Issuer) Common Stock - (Title of Class of Securities) 80359A106 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropri

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction o

Sarcos Co-Founder and Former CEO Ben Wolff to Step Down as Executive Chair Current Director Dennis Weibling Elected Non-Executive Chair

Sarcos Co-Founder and Former CEO Ben Wolff to Step Down as Executive Chair Current Director Dennis Weibling Elected Non-Executive Chair SALT LAKE CITY— January 13, 2023—Sarcos Technology and Robotics Corporation (“Sarcos”) (NASDAQ: STRC and STRCW), a leader in the design, development, and manufacture of advanced robotic systems that redefine human possibilities, announced today that after eight years of service to Sarcos, its Co-Founder and former CEO, Ben Wolff, will be stepping down from his employment as executive chairman effective February 1, 2023.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 11, 2023 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): December 27, 2022 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incor

US80359A1060 / Sarcos Technology and Robotics Corp / FINN BRIAN D - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 2)* UNDER THE SECURITIES EXCHANGE ACT OF 1934 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 80359A106 (CUSIP Number) 360 Wakara Way Salt Lake City, Utah 84108 (888) 927-7296 (Name, Address and Telephone Number of

Up to 10,290,810 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS Up to 10,290,810 Shares of Common Stock by the Selling Securityholders This prospectus relates to the resale of 10,290,810 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of Sarcos Technology and Robotics Corporation (the ?Company?) issued as partial consideration in the acquisition of RE2, Inc. (?RE2

Up to 156,791,216 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) PROSPECTUS Registration No. 333-260296 Up to 156,791,216 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus relates to the resale of (i) 20,521,541 shares of common stock, par value $0.0001 per share (the ?C

LETTER

United States securities and exchange commission logo November 21, 2022 Kiva Allgood Chief Executive Officer Sarcos Technology & Robotics Corp 50 South 500 West, Suite 150 Salt Lake City, Utah 84101 Re: Sarcos Technology & Robotics Corp Registration Statement on Form S-3 Filed November 15, 2022 File No.

November 21, 2022

strc-corresp.htm November 21, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alexandra Barone Re: Sarcos Technology and Robotics Corporation Registration Statement on Form S-3 File No. 333-268399 Acceleration Request Requested Date: November 23, 2022 Requested Time: 4 P.M. Eastern Time Ladies and Gentlemen

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form Type) SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

Form of Indenture

Exhibit 4.3 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement is being filed to update and supplement t

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

424B3 1 strc-424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2022) Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus supplement is being filed to update and supplement the prospectus dated May 23, 2022 (as supplemented to date, the “Prospectus”), which forms a part of our Registrati

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2022) Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus supplement supplements the prospectus dated May 23, 2022 (as supplemented to date, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 07, 2022 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incor

Investor Deck November 8, 2022 Robotic systems to enable the safest, most productive, workforce in the world

Investor Deck November 8, 2022 Robotic systems to enable the safest, most productive, workforce in the world disclaimer Legal Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Sarcos? future operating results, financial positio

Amended and Restated Bylaws of Sarcos Technology and Robotics Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2022).

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (as amended and restated effective November 7, 2022) -i- TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCK

Sarcos Announces Third Quarter 2022 Financial Results Began production of commercial units of Sapien 6M robotic system ahead of schedule On target to commence initial production of commercial units of Guardian® XTTM teleoperated dexterous robotic sys

Exhibit 99.1 Sarcos Announces Third Quarter 2022 Financial Results Began production of commercial units of Sapien 6M robotic system ahead of schedule On target to commence initial production of commercial units of Guardian? XTTM teleoperated dexterous robotic system by end of 2022 Successful field demonstrations of innovative shipyard solutions for U.S. Navy SALT LAKE CITY ? November 8, 2022 ? Sar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-2838301 (State or other jurisdiction of incorporation or organization) (I.

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

Transition Agreement, dated October 17, 2022, between Steven Hansen and Sarcos Corp.

Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (?Agreement?) is entered into by and between Sarcos Corp. (?Sarcos? or the ?Company?), a wholly-owned subsidiary of Sarcos Technology and Robotics Corporation (?Parent?), and Steven Hansen (?Employee?) (collectively ?Parties?) to set forth the terms and conditions of Employee?s separation from Sarcos. NOW THEREFORE, in exchange for the mu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39897 85-2838301 (State or other jurisdiction o

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2022) Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus supplement supplements the prospectus dated May 23, 2022 (as supplemented to date, the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

Sarcos Technology and Robotics Corporation Appoints Drew Hamer as Chief Financial Officer

Exhibit 99.1 Sarcos Technology and Robotics Corporation Appoints Drew Hamer as Chief Financial Officer SALT LAKE CITY? October 10, 2022?Sarcos Technology and Robotics Corporation (?Sarcos?) (NASDAQ: STRC and STRCW), a leading developer of highly dexterous robotic systems that enhance productivity, improve safety, and bring robots to unstructured and diverse environments, announces the appointment

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2022) Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus supplement supplements the prospectus dated May 23, 2022 (as supplemented to date, the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39897 85-2838301 (State or other jurisdiction o

Employment Agreement, dated October 9, 2022, among Andrew Hamer, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 11, 2022).

Exhibit 10.1 SARCOS CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is entered into as of October 9, 2022 (the ?Effective Date?) by and between Sarcos Corp. (the ?Company?), Sarcos Technology and Robotics Corporation, the Company?s parent corporation (?Parent?) and Andrew Hamer (?Executive? and, together with the Company and Parent, the ?Parties?). RECITALS WHEREAS, Parent a

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-398

US80359A1060 / Sarcos Technology and Robotics Corp / DIG INVESTMENT XVIII AB - DIG INVESTMENT XVIII AB Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sarcos Technology and Robotics Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A106 (CUSIP Number) September 15, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriat

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2022) Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus supplement supplements the prospectus dated May 23, 2022 (as supplemented to date, the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-

Investor Deck August 9, 2022 The premier, pure play, industrial robotics investment

Investor Deck August 9, 2022 The premier, pure play, industrial robotics investment disclaimer Legal Disclaimer This presentation and any related oral statements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements regarding Sarcos? future operating results, financial position, liquidity and cash bur

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39897 SARCOS TECHNOLOGY AND ROBOTICS CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 85-2838301 (State or other jurisdiction of incorporation or organization) (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 09, 2022 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpo

Sarcos Technology and Robotics Corporation Announces Second Quarter 2022 Financial Results Initial production of commercial units of Guardian® XTTM teleoperated dexterous robotic system and Sapien 6M robotic system expected to commence by the end of

Exhibit 99.1 Sarcos Technology and Robotics Corporation Announces Second Quarter 2022 Financial Results Initial production of commercial units of Guardian? XTTM teleoperated dexterous robotic system and Sapien 6M robotic system expected to commence by the end of 2022 Closed acquisition of Pittsburgh-based RE2, Inc. and made significant progress on integrating two highly experienced commercial robo

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 PROSPECTUS SUPPLEMENT (To Prospectus dated May 23, 2022) Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus supplement supplements the prospectus dated May 23, 2022 (as supplemented to date, the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration Statement No. 333-

Submission of Matters to a Vote of Security Holders

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): June 29, 2022 Sarcos Technology and Robotics Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-39897 85-2838301 (State or Other Jurisdiction of Incorpora

Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260296 PROSPECTUS SUPPLEMENT (To Prospectus dated April 6, 2022) Up to 169,003,018 Shares of Common Stock by the Selling Securityholders Up to 6,743,113 Warrants to Purchase Common Stock by the Selling Securityholders Up to 20,543,113 Shares of Common Stock Underlying Warrants This prospectus supplement supplements the prospectus dated April 6,

US80359A1060 / Sarcos Technology and Robotics Corp / DIG INVESTMENT XVIII AB - DIG INVESTMENT XVIII AB SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sarcos Technology and Robotics Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 80359A106 (CUSIP Number) September 24, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate

Up to 10,772,674 Shares of Common Stock by the Selling Securityholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-264952 Up to 10,772,674 Shares of Common Stock by the Selling Securityholders This prospectus relates to the resale of 10,772,674 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of Sarcos Technology and Robotics Corporation (the ?Company?) issued as partial consideration in the acquisition of RE2, Inc. (?RE2?). We are

LETTER

United States securities and exchange commission logo May 20, 2022 Kiva Allgood Chief Executive Officer Sarcos Technology & Robotics Corp 650 South 500 West, Suite 150 Salt Lake City, Utah 84101 Re: Sarcos Technology & Robotics Corp Registration Statement on Form S-1 Filed May 13, 2022 File No.

May 20, 2022

May 20, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Anna Abramson Re: Sarcos Technology and Robotics Corporation Registration Statement on Form S-1 (File No. 333-264952) Acceleration Request Requested Date: May 23, 2022 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentleme