Current Report Filing (8-k)
June 29 2020 - 6:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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, 2020 (June 25, 2020)
UAS
Drone Corp.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-55504
|
|
47-3052410
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
1
Etgar Street, Tirat-Carmel, Israel
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3903212
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(Address
of Principal Executive Offices)
|
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(Zip
Code)
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011-972-4-8124101
(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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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|
N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
2.01. Completion of Acquisition or Disposition of Assets
As
previously reported in the Current Report on Form 8-K filed by UAS Drone Corp., a Nevada corporation (the “Company”),
on April 29, 2020, the Company, Duke Robotics, Inc., the majority-owned subsidiary of the Company (“Duke”), and UAS
Acquisition Corp., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company (“UAS Sub”), executed
an Agreement and Plan of Merger, pursuant to which UAS Sub will merge with and into Duke, with Duke surviving as a wholly-owned
subsidiary of the Company (the “Short-Form Merger”).
On
June 25, 2020, Duke filed a Certificate of Merger with the State of Delaware, and consequently, Duke became a wholly-owned subsidiary
of the Company and the Short-Form Merger was consummated.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
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UAS
DRONE CORP.
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Dated:
June 29, 2020
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By:
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/s/
Erez Nachtomy
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Name:
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Erez
Nachtomy
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Title:
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Vice
Chairman of the Board
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2
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