Current Report Filing (8-k)
January 18 2018 - 5:09PM
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): January 18, 2018 (January 9, 2018)
Drone
USA, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-55789
|
|
30-0967943
|
(state
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification Number)
|
16
Hamilton Street, West Haven, CT 06516
(address
of principal executive offices) (zip code)
(203) 220-2296
(registrant’s
telephone number, including area code)
(former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item
1.01 Entry into a Material Definitive Agreement.
On
January 9, 2018 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) 421,238 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 December 26, 2017. The Note has a maturity date
of nine months or September 26.2018, 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
8,535,980 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.
|
Drone
USA, Inc.
|
|
|
|
Date:
January 18, 2018
|
By:
|
/s/
Michael Bannon
|
|
|
Name:
Michael Bannon
|
|
|
Title:
President and CEO
|
2
Bantec (PK) (USOTC:BANT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Bantec (PK) (USOTC:BANT)
Historical Stock Chart
From Apr 2023 to Apr 2024