Current Report Filing (8-k)
October 23 2017 - 5:02PM
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): October 23, 2017 (October 5, 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
(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):
¨
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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
October 5, 2017 the registrant, Drone USA, Inc. (“Drone USA”), entered into a Securities Purchase Agreement with Power
Up Lending Group Ltd. (“Power Up”) under which Drone USA received approximately $78,500 net of fees and expenses in
return for issuing a convertible promissory note (the “Note”) in the principal amount of $100,000. Power Up received
a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than
$150,000. The Note bears interest at 10% per annum and has a maturity date of July 15, 2018. The Note may be prepaid at a premium
ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days
into shares of Drone USA common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA’s
common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of
the issued and outstanding shares of Drone USA common stock. The Note is subject to customary default provisions, including a cross
default provision. Michael Bannon entered into a confession of judgment in the principal amount of the Note. The foregoing is a summary of the terms of the Securities Purchase Agreement and the 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: October 23, 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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