Draganfly Inc 6-K, filed Feb 16, 2023
Draganfly Inc. (DPRO)
About this 6-K
Draganfly Inc filed this 6-K on February 16, 2023.
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 February 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.
| ☒ 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: February 16, 2023 | 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 February 9, 2023 |
Exhibit 99.1
FORM
51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Draganfly Inc. (the “Company”)
2108 St. George Avenue
Saskatoon, Saskatchewan S7M 0K7
| Item 2 | Date of Material Change |
January 31, 2023
| Item 3 | News Release |
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.
| Item 4 | Summary of Material Change |
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.
| Item 5 | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
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.
| - 2 - |
| 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: 1.800.979.9794
| Item 9 | Date of Report |
February 9, 2023