6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

Commission File Number: 001-40688

DRAGANFLYINC.

(Translationof registrant’s name into English)

2108St. George Avenue

Saskatoon,Saskatchewan S7M 0K7

Canada

(Addressof 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.

Form6-K Exhibit Index

Exhibit99.1

FORM51-102F3MATERIAL CHANGE REPORT

Draganfly Inc. (the “Company”)

2108 St. George Avenue

Saskatoon, Saskatchewan S7M 0K7

January 31, 2023

A prospectus supplement dated January 31, 2023 to the short form base shelf prospectus dated July 14, 2021 was filed on SEDAR with applicable securities commissions‎.

The Company entered into an equity distribution agreement (the “EDA”) with Maxim Group LLC (the ‎‎“Agent”) dated January 31, 2023, pursuant to which the Company could, from time to time, distribute in an ‎‎“at-the-market offering” (the “Offering”) of up to US$15 million in common shares of the Company (the ‎‎“Offered Shares”) in the United States only, on the Nasdaq Capital Market (the “Nasdaq”). No securities ‎will be offered or sold in Canada or through the facilities of the Canadian Securities Exchange.‎

The Company entered into the EDA with the Agent on January 31, 2023, pursuant to which the Company could, from time to time, distribute the Offered Shares under the Offering on the Nasdaq. No securities ‎will be offered or sold in Canada or through the facilities of the Canadian Securities Exchange.‎

The Company intends to use the net proceeds from the Offering for general corporate ‎purposes, including ‎to fund ongoing operations, to fund 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 will be made pursuant to a prospectus supplement (the “Canadian Prospectus Supplement”), ‎to the short form base shelf prospectus‎ dated July 14, 2021 (the “Canadian Base Shelf Prospectus”) ‎qualifying the distribution of the Offered Shares in each of the provinces of British Columbia, ‎Saskatchewan and Ontario, and a prospectus supplement (the “U.S.Prospectus Supplement”) to the ‎registration statement on Form F-10, as amended, that became effective on July 29, 2021 (File No. 3‎333-258074‎) ‎containing the Canadian Base Shelf Prospectus under the Multi-jurisdictional Disclosure System ‎‎(“MJDS”), registering the offer and sale of the Offered Shares under the United States Securities Act of ‎‎1933, as amended.‎ The Nasdaq has been notified of the Offering.‎

The Offering will terminate upon the earlier of (a) the sale of US$15 million of Common Shares subject to ‎the EDA, or (b) the termination of the EDA by the Agent or the Company, as permitted therein.‎

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| --- | | 5.2 | Disclosure for Restructuring Transactions | | --- | --- |

Not applicable.

Not applicable.

Not applicable.

Paul Sun, Chief Financial Officer

Tel: 1.800.979.9794

February 9, 2023