DUKE Robotics Corp 8-K, filed Nov 3, 2023
DUKE Robotics Corp. (DUKR)
About this 8-K
DUKE Robotics Corp filed this 8-K on November 3, 2023, reporting on events of November 1, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): November 3, 2023 (
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
011-9
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
Item 3.03. Material Modification to Rights of Security Holders.
As previously announced, on May 11, 2021, UAS Drone Corp. (the “Company”) issued warrants (the “Warrants”) to purchase up to 12,500,000 shares of the Company’s common stock to eight (8) non-U.S. investors (the “Investors”). The Warrants were exercisable immediately, had an original term of 18 months and have an exercise price of $0.40 per share. On April 5, 2022, the Company and the Investors executed an extension agreement, such that the term of the Warrants was extended so that they were intended to expire on November 11, 2023. On November 1, 2023, the Company and the Investors executed a subsequent extension agreement (the “Extension Agreement”), such that the term of the Warrants was extended so that they now expire on November 11, 2024.
The forgoing description of the Extension is qualified by reference to the full text of this document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Warrant Extension Agreement, dated November 1, 2023, between UAS Drone Corp. and the investors signatory thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| UAS DRONE CORP. | |||
| Dated: November 3, 2023 | By: | /s/ Yossef Balucka | |
| Name: | Yossef Balucka | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 10.1
WARRANT EXTENSION AGREEMENT
This WARRANT EXTENSION AGREEMENT, dated as of November 1, 2023 (this “Extension”), is by and between UAS Drone Corp., a Nevada corporation (the “Company”) and those warrant holders listed on Annex A (the “Holders”).
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into a Securities Purchase Agreement, dated May 11, 2021, whereby the Holders purchase certain common stock purchase warrants (the “Warrants”); and
WHEREAS, the Company and the Holders entered into a Warrant Extension Agreement dated as of April 5, 2022, whereby the Term of the Warrants was extended for thirty (30) months such that it was intended to expire on November 11, 2023; and
WHEREAS, the Company and the Holders wish to amend the Warrants and to extend their termination date on the terms set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:
1. Definitions; References; Continuation of Agreement. Unless otherwise specified herein, each term used herein that is defined in the Warrant shall have the meaning assigned to such term in the Warrant. Each reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each other similar reference, and each reference to “this Warrant” and each other similar reference, contained in the Warrant shall from and after the date hereof refer to the Warrant as amended hereby. Except as amended hereby, all terms and provisions of the Warrant shall continue unmodified and remain in full force and effect.
2. Extension. The Warrant Exercise Term is hereby amended such that the term of the warrant will be extended from thirty (30) months to forty-two (42) months and the Warrants shall now expire on November 11, 2024.
3. Counterparts. This Extension may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
4. Governing Law. This Extension shall be governed by and construed in accordance with the laws of the State of New York.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Extension to be duly executed on the date first above written.
| UAS DRONE CORP. | ||
| By: | ||
| Name: | Yossef Balucka | |
| Title: | CEO | |
[signature page continues]
IN WITNESS WHEREOF, the parties hereto have caused this Extension to be duly executed on the date first above written.
| HOLDER: | ||
| By: | ||
| Name: | ||
| Title: | ||