Current Report Filing (8-k)
December 08 2017 - 5:17PM
Edgar (US Regulatory)
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 8, 2017 (November 28, 2017)
Drone
USA, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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000-55789
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30-0967943
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(state or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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16 Hamilton Street, West Haven, CT 06516
(address of principal executive offices) (zip
code)
(203) 220-2296
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(registrant’s telephone number, including area code)
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(former name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Emerging
growth company
x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
x
Item 1.01
Entry into a Material Definitive Agreement.
On
November 28, 2017 the registrant, Drone USA, Inc. (“Drone USA”), received a payment of $107,500 under the terms of
a Securities Purchase Agreement dated November 20, 2017, with Labrys Fund, LP (“Labrys”) under which Drone USA issued
to Labrys (i) a convertible note (the “Note”) in the principal amount of $107,500 that bears interest of 10% per annum
and (ii) 335,938 shares of the Company’s common stock as a commitment fee which will be returned to Drone USA in the event
that it pays all unpaid principal and interest under the Note within 180 days of November 20, 2017. The Note has a maturity date
of nine months and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined
as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for Drone USA’s
common stock during the fifteen (15) trading day period ending on the latest complete trading day prior to the date of conversion.
The conversion rate is further reduced if Drone USA enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities
Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back
period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less
than $.01 per share or if Drone USA loses the “bid” price for its common stock ($0.0001 on the “ask” with
zero market makers on the “bid” per Level 2 and/or a market such as OTC Pink). In addition, if Drone USA issues any
shares of its common stock at less than the conversion price Labrys is entitled to full ratchet anti-dilution in such event. No
shares of Drone USA common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of Drone
USA common stock unless Labrys agrees to increase the ownership to 9.99%. Drone USA is required at all times to have authorized
and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion
price of the Note in effect from time to time). Initially, Drone USA must instruct its transfer agent to reserve 6,198,049 shares
of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as
default being triggered if Drone USA loses the “bid” price for its common stock ($0.0001 on the “ask” with
zero market makers on the “bid” per Level 2 and/or a market such as OTC Pink). Drone USA is entitled to prepay the
Note between the issue date until 180 days from its issuance but not thereafter. The foregoing is a summary of the terms of the
Securities Purchase Agreement and Note and is qualified in its entirety by the Securities Purchase Agreement and the Note attached
hereto and incorporated herein as Exhibits 10.1 and 10.2, respectively.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits:
The following exhibits are filed with this report:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: December 8, 2017
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Drone USA, Inc.
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By:
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/s/
Michael Bannon
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Name: Michael Bannon
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Title: President and CEO
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