Current Report Filing (8-k)
December 11 2017 - 5:30PM
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 11, 2017 (December 7, 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
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(address of principal executive offices) (zip code)
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(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
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Item 1.01
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Entry into a Material Definitive Agreement.
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On
December 7, 2017 the registrant, Drone USA, Inc. (“Drone USA”), received a payment, net of certain fees, of $95,000
under the terms of a Securities Purchase Agreement dated November 21, 2017, with EMA Financial, LLC (“EMA Financial”)
under which Drone USA issued to EMA Financial a convertible note (the “Note”) in the principal amount of $105,000 that
bears interest of 10% per annum. The Note has a maturity date of 12 months and a conversion rate for any unpaid principal and interest
and a conversion price which is the lower of (i) the closing sales price of Drone USA’s common stock on the trading day immediately
preceding the date of funding and (ii) a 35% discount to (a) the lowest sales price of the shares of Drone USA common stock within
a 20 day trading period including and immediately preceding the conversion date or (b) the lowest bid price on the conversion date,
whichever is lower. The conversion rate is further reduced under certain events, including if the closing sales price is less than
$0.095 in which case the conversion rate is a 50% discount under the terms set forth above. No shares of Drone USA common stock
can be issued to the extent EMA Financial would own more than 4.99% of the outstanding shares of Drone USA common stock. Drone
USA also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon
full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time) and initially
must instruct its transfer agent to reserve 6,802,000 shares of common stock in the name of EMA Financial for issuance upon conversion.
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 at a premium of 135% of the unpaid principal and interest if paid within 90 days after the
issue date and 150% 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.
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Item 9.01
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Financial Statements and Exhibits.
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(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 11, 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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