UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the Month of: March 2024
Commission
File Number: 001-40688
DRAGANFLY
INC.
(Translation
of registrant’s name into English)
235
103rd St. E.
Saskatoon,
Saskatchewan S7N 1Y8
Canada
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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, thereunto duly authorized.
| |
DRAGANFLY
INC. |
| |
|
|
| Date:
March 8, 2024 |
By:
|
/s/
Paul Sun |
| |
Name: |
Paul
Sun |
| |
Title: |
Chief
Financial Officer |
Form
6-K Exhibit Index
Exhibit
99.1
FORM
51-102F3
MATERIAL
CHANGE REPORT
| Item
1 |
Name
and Address of Company |
Draganfly
Inc. (“Draganfly” or the “Company”)
235
103rd St. E.
Saskatoon,
Saskatchewan S7N 1Y8
| Item
2 |
Date
of Material Change |
February
21 and February 26, 2024
News
releases disclosing the material change were disseminated through the Globe Newswire on February 21 and February 26, 2024, and filed
under the Company’s profile on SEDAR+ at www.sedarplus.ca.
| Item
4 |
Summary
of Material Change |
On
February 21, 2024, the Company announced it had commenced an underwritten public offering (the “Offering”) of units
of the Company (the “Units”). On the same day, the Company announced the pricing of the Offering, and that it had
filed a preliminary prospectus supplement (the “Preliminary Supplement”) relating to the Offering with the securities
commissions in each of the provinces of British Columbia, Saskatchewan and Ontario and with the U.S. Securities and Exchange Commission
(“SEC”) in the United States.
On
February 26, 2024, the Company announced it completed the Offering and issued 13,400,000 Units at a price of US$0.27 per Unit, for gross
proceeds of approximately US$3.6 million, and filed a final prospectus supplement (the “Final Supplement”).
| Item
5 |
Full
Description of Material Change |
| 5.1 |
Full
Description of Material Change |
On
February 21, 2024, the Company announced it had commenced the Offering of Units. On the same day, the Company announced the pricing of
the Offering, and that it had filed the Preliminary Supplement relating to the Offering with the securities commissions in each of the
provinces of British Columbia, Saskatchewan and Ontario and with the SEC in the United States.
On
February 26, 2024, the Company announced it completed the Offering and issued 13,400,000 Units at a price of US$0.27 per Unit, for gross
proceeds of approximately US$3.6 million, before deducting underwriting discounts and offering expenses. Each Unit consisted of: (i)
one common share in the capital of the Company (each a “Common Share”) or one pre-funded warrants to purchase one
Common Share in lieu thereof; and (ii) one common share purchase warrant in the capital of the Company (each a “Common
Warrant”), with each whole Common Warrant entitling the holder thereof to purchase one Common Share at the exercise
price of US$0.36 per Common Share for a period of five years following the date of issuance.
Maxim
Group LLC acted as sole book-running manager for the Offering.
Draganfly
intends to use the net proceeds from the Offering for general corporate purposes, including to fund its capabilities to meet demand for
its new products including growth initiatives and/or for working capital requirements including the continuing development and marketing
of the Company’s core products, potential acquisitions and research and development.
The
Offering was made pursuant to an effective shelf registration statement on Form F-10, as amended, (File No. 333-271498) previously filed
with and subsequently declared effective by the SEC on July 5, 2023 and the Company’s Canadian short form base shelf prospectus
dated June 30, 2023 (the “Base Shelf Prospectus”). Draganfly offered and sold the securities in the United States
only. No securities were offered or sold to Canadian purchasers.
The
Preliminary Supplement, the Final Supplement and accompanying Base Shelf Prospectus relating to the Offering and describing the terms
thereof have been filed with the applicable securities commissions in each of the Canadian provinces of British Columbia, Saskatchewan
and Ontario and with the SEC in the United States, and copies are available for free by visiting the Company’s profiles on the
SEDAR+ website at www.sedarplus.ca or the SEC’s website at www.sec.gov, as applicable.
| 5.2 |
Disclosure
for Restructuring Transactions |
Not
applicable.
| Item
6 |
Reliance
on subsection 7.1(2) of National Instrument 51-102 |
Not
applicable.
| Item
7 |
Omitted
Information |
Not
applicable.
Paul
Sun, Chief Financial Officer
Tel: 1.800.979.9794
February
29, 2024
Forward-Looking
Statements
Certain
statements contained in this material change report may constitute “forward-looking statements” or “forward-looking
information” within the meaning of applicable securities laws. Such statements, based as they are on the current expectations of
management, inherently involve numerous important risks, uncertainties and assumptions, known and unknown. In this material change report,
such forward-looking statements include, but are not limited to, statements regarding the intended use of proceeds. Actual future events
may differ from the anticipated events expressed in such forward-looking statements. Draganfly believes that expectations represented
by forward-looking statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader
should not place undue reliance, if any, on any forward-looking statements included in this material change report. These forward-looking
statements speak only as of the date made, and Draganfly is under no obligation and disavows any intention to update publicly or revise
such statements as a result of any new information, future event, circumstances or otherwise, unless required by applicable securities
laws. Investors are cautioned not to unduly rely on these forward-looking statements and are encouraged to read the offering documents,
as well as Draganfly’s continuous disclosure documents, including its current annual information form, as well as its audited annual
consolidated financial statements which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar..
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