Current Report Filing (8-k)
March 15 2018 - 5:18PM
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): March 15, 2018 (March 9, 2018)
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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☐
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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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☐
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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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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 1.01 Entry into a Material Definitive
Agreement.
On
March 9, 2018, the registrant, Drone USA, Inc. (“Drone USA”), received $53,000 under a Securities Purchase Agreement
dated March 5, 2018, between it and Power Up Lending Group Ltd. (“Power Up”) under which Drone USA issued a convertible
promissory note (the “Note”) in the principal amount of $53,000. 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 December 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. Drone USA
is required to have authorized for issuance six times the number of shares that would be issuable upon full conversion of the Note
(assuming that the 4.99% limitation is not in effect) and based on the applicable conversion price of the Note in effect from time
to time, initially to be 13,046,154 shares of common stock. 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: March 15, 2018
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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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