Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
November 03 2023 - 4:22PM
Edgar (US Regulatory)
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: November 2023
Commission
File Number: 001-40688
DRAGANFLY
INC.
(Translation
of registrant’s name into English)
2108
St. George Avenue
Saskatoon,
Saskatchewan S7M 0K7
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:
November 3, 2023 |
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”)
2108
St. George Avenue
Saskatoon,
Saskatchewan S7M 0K7
| Item
2 | Date
of Material Change |
October
26, 2023 and October 30, 2023
On
October 26, 2023 and October 30, 2023 news releases were disseminated through public media and filed on SEDAR+ with applicable securities
commissions.
| Item
4 | Summary
of Material Change |
On
October 30, 2023, the Company announced:
| |
(a) |
it
has completed its previously announced underwritten public offering in the United States of 4,800,000 units of the Company at a price
of US$0.55 per unit and 1,600,000 pre-funded units of the Company at a price of US$0.5499 per pre-funded unit; and |
| |
|
|
| |
(b) |
in
connection with the above-noted offering of units, the Company filed a prospectus supplement to the Company’s short form base
shelf prospectus dated June 30, 2023 in each of the provinces of British Columbia, Ontario and Saskatchewan (the “Prospectus
Supplement”). |
| Item
5 | Full
Description of Material Change |
| 5.1 | Full
Description of Material Change |
On
October 30, 2023, the Company announced it has completed its previously announced underwritten public offering with gross proceeds
to the Company of US$3,520,000, before deducting underwriting discounts and other estimated expenses payable by the Company.
The
offering (the “Offering”) consisted of 4,800,000 units (the “Units”) of the Company at a purchase
price of US$0.55 per Unit and 1,600,000 pre-funded units of the Company (the “Pre-Funded Units”) at a purchase
price of US$0.5499 per Pre-Funded Unit, pursuant to an underwriting agreement dated October 26, 2023 (the “Underwriting
Agreement”) between the Company and Maxim Group LLC (the “Underwriter”). Each Unit consisted of: (i)
one common share in the capital of the Company (each a “Common Share”); 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 any time prior to 5:00 p.m. (Toronto time) on October 30, 2028 upon payment of the exercise
price of US$0.6123 per Common Share. Each Pre-Funded Unit consists of: (i) one pre-funded common share purchase warrant (each a
“Pre-Funded Warrant”), with each Pre-Funded Warrant entitling the holder thereof to purchase one Common Share
after October 30, 2023 upon payment of the exercise price of US$0.0001 per Common Share; and (ii) one Common Warrant.
Pursuant to the terms of the Underwriting Agreement, the Company has agreed to issue to the Underwriter (or its duly registered
designated affiliates) 320,000 common share purchase warrants (the “Underwriter’s Warrants”). The
Underwriter’s Warrants will expire on October 30, 2026. Each Underwriter’s Warrant will be exercisable for one Common
Share at a price of US$0.6875.
The
Company intends to use the net proceeds from this 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.
This
Prospectus Supplement is filed pursuant to (i) accompanying short form base shelf prospectus dated June 30, 2023 to which it relates,
as amended or supplemented filed in the provinces of British Columbia, Saskatchewan and Ontario, and (ii) a short form base shelf prospectus
filed as part of the Company’s registration statement on Form F-10 (File No. 333-271498) (as amended, the “U.S. Registration
Statement”) filed with and declared effective by the U.S. Securities and Exchange Commission (the, “SEC”)
on July 5, 2023, under the United States Securities Act of 1933, as amended. A final prospectus supplement and accompanying prospectus
describing the terms of the proposed offering was filed with the SEC on October 30, 2023, and is available on the SEC’s
website located at http://www.sec.gov.
There
was no offering of the Units or Pre-Funded Units by the Underwriter in Canada.
| 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 & Corporate Secretary
Tel: 1.800.979.9794
November
3, 2023
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 statements regarding the anticipated use of proceeds from the offering. 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.
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