Current Report Filing (8-k)
April 24 2018 - 9:19AM
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): April 24, 2018 (March 7, 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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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 ☒
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 7, 2018, the registrant, Drone USA, Inc. (“Drone USA”), entered into a Placement Agent and Advisory Services
Agreement (“Placement Agent Agreement”) with Scottsdale Capital Advisors Corporation (“Scottsdale”) under
which Scottsdale agreed to secure an investor to purchase bona fide and outstanding and unpaid creditor claims of Drone in exchange
for shares of Drone’s common stock in a state court approved transaction in compliance with the terms of section 3(a)(10)
of the Securities Act of 1933, as amended. Under the terms of the Placement Agent Agreement, Drone will issue a six month convertible
note (the “Convertible Note”) in the principal amount of $15,000 bearing annual interest of 10% that converts into
Drone common stock at a per share price of 70% of the lowest closing bid price for 20 trading days prior to the conversion.
Under
the terms of the Liability Purchase Term Sheet discussed below, Drone USA entered into a letter settlement of 3a10 claims
dated March 13, 2018 for 1,500,000 shares for purchase of $1,000,000 of debt we owed to TCA Global. The purchase of the debt
allows Drone USA to reduce the accrued monthly interest payments to TCA Global on the unpaid principal balance of the note
held by TCA Global. As set forth in our Form 10-K filed December 29, 2017, on November 15, 2017, we executed a Liability
Purchase Term Sheet with Livingston Asset Management (“Livingston”) under which Livingston agreed to purchase up
to $10,000,000 that we owe to our creditors through direct purchase of the debts from our creditors in return for (i) a
convertible note issued by the Company in the principal amount of $50,000 bearing interest of 10% per year to cover certain
legal fees and other expenses of Livingston that matures in six months and is convertible into shares of our common stock at
a 30% reduction off the lowest closing bid price for 20 trading days prior to the date of conversion, (ii) a convertible note
subject to these same terms as the convertible note issued to Livingston and payable to Scottsdale Capital Advisors in the
principal amount of $15,000 as a placement agent fee and (iii) the right of Livingston to retain 30% of any negotiated
reduction off the face amount of the liability we owe to such creditors. Following a court judgment for the liabilities
purchased by Livingston, we may issue free trading shares of our common stock under section 3(a)(10) of the Securities Act
to Livingston in the amount of such judgment in a series of tranches so that Livingston will not own more than 9.99% of our
outstanding shares per tranche.
The
foregoing is a summary of the terms of the Placement Agent and Advisory Services Agreement and is qualified in its entirety by
the Placement Agent and Advisory Services Agreement attached hereto and incorporated herein as Exhibit 10.1.
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: April 24, 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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