Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 2024

 

Commission File Number: 001-40688

 

DRAGANFLY INC.

(Translation of registrant’s name into English)

 

235 103^rd 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.

 

☒ Form 20-F

☐ 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.
	(Registrant)
Date: November 25, 2024	By:	/s/ Paul Sun
	Name:	Paul Sun
	Title:	Chief Financial Officer

 

 

Form 6-K Exhibit Index

 

Exhibit Number		Document Description
99.1		Material Change Report of the Registrant dated November 25, 2024.

 

 

 

Exhibit 99.1

 

FORM 51-102F3

 

MATERIAL CHANGE REPORT

 

Item 1

Name and Address of Company

 

Draganfly Inc. (“Draganfly” or the “Company”)

235 103^rd St. E.

Saskatoon, Saskatchewan S7N 1Y8

 

Item 2

Date of Material Change

 

November 18, 2024 and November 19, 2024

 

Item 3

News Release

 

News releases disclosing the material changes were disseminated through the Globe Newswire on November 18, 2024 and November 19, 2024 and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca‎.

 

Item 4

Summary of Material Change

 

On November 18, 2024, the Company announced an offering in the United States of 1,600,000 units of ‎the Company at a price of US$2.35 per unit (the “Units”) for gross proceeds of ‎approximately US$3,760,000 (the “Offering”).

On November 19, 2024, the Company announced:

 

	(a)	it had completed its previously announced Offering;
	(b)	in connection with the Offering, 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, Saskatchewan and Ontario and with the U.S. Securities and Exchange Commission (“SEC”) in the United States (the “Prospectus Supplement”); and
	(c)	it had entered into an agreement to reduce the exercise price of certain pre-existing warrants to CA$3.3086 (or US$2.35) per share.

 

Item 5

Full Description of Material Change

 

5.1

Full Description of Material Change

 

Offering

 

On November 19, 2024, the Company announced it had completed its previously announced ‎‎Offering and issued 1,600,000 Units at a price of US$2.35 per Unit, for gross proceeds to the ‎Company of approximately US$3,760,000, before ‎deducting underwriting discounts and other ‎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$2.35 ‎(CA $3.3086) ‎per Common Share for a period of five years following the date of issuance.

 

-2-

 

Maxim Group LLC acted as sole placement agent 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.

 

On November 19, 2024, the Company also announced that it had filed the Prospectus Supplement in connection with the Offering, with each of the provinces of British ‎Columbia, Saskatchewan and Ontario and with the SEC in the United States.

 

The Prospectus 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.

 

Warrant Amendment

 

Pursuant to previous offerings in the United States, the Company issued warrants to purchase 256,000 common shares at an exercise price of CA$5.6925 (US$4.1152) on October 30, 2023 (“October Warrants”), warrants to purchase 540,541 common shares at an exercise price of CA$5.625 (US$4.1155) on May 1, 2024 (the “May Warrants”) and warrants to purchase 666,667 common shares at an exercise price of CA$5.12 (US$3.75) on August 21, 2024 (the “August Warrants”, collectively with the October Warrants and May Warrants, the “Existing Warrants”). In connection with the closing of the Offering, the Company and the holder of the Existing Warrants entered into an amendment agreement (the “Amendment Agreement”), whereby the exercise price of the Existing Warrants was reduced to CA$3.3086 (or US$2.35) per share, respectively.

 

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.

 

Item 8

Executive Officer

 

Paul Sun, Chief Financial Officer

Tel: [phone]

 

Item 9

Date of Report

 

November 25, 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 anticipated 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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