News Column

DRONE AVIATION HOLDING CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 28, 2014



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 27, 2014, the Company accepted subscriptions for an aggregate of 1,100,333 shares (the "Shares") of the Company's Series F Convertible Preferred Stock, par value $0.0001 per share (the "Series F Preferred Stock"), each of which is convertible into one (1) share of Common Stock, with such rights and designations as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock, attached as an exhibit to this Current Report (the "Series F Certificate of Designation") in a private placement (the "Private Placement") of up to $1,500,000 of its securities to certain accredited investors (the "Investors") at a purchase price of $0.75 per Share pursuant to subscription agreements (the "Subscription Agreements") for an aggregate purchase price of $825,250.

The Company agreed with the Investors not to issue any shares of common stock or securities exercisable or convertible into shares of common stock of the Company for a price lower than $0.75 per share for a period of 24 months from the closing of the Private Placement without the consent of the Investors, subject to certain customary exceptions. Each share of the Series F Preferred Stock is convertible into one (1) share of Common Stock and has a stated value of $0.0001. The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series F Preferred Stock to the extent that, as a result of such conversion, the holder would beneficially own more than 3.33% (provided that certain Investors elected to block their beneficial ownership at 4.99%), in the aggregate, of the issued and outstanding shares of the Company's Common Stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series F Preferred Stock (the "Beneficial Ownership Limitation"). Each share of the Series F Preferred Stock is entitled to the number of votes equal to the number of shares of Common Stock such share is convertible into at such time, but not in excess of the Beneficial Ownership Limitation.

The Shares of Series F Preferred Stock issued to investors in the Private Placement were not registered under the Securities Act of 1933, as amended (the "Securities Act") and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. Certificates representing these Shares will contain a legend stating the restrictions applicable to such Shares.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

The information set forth in Item 1.01 is incorporated by reference herein.

The transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) and/or Rule 506 thereunder, as a transaction by an issuer not involving a public offering.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL

YEAR.

The information set forth in Items 1.01 and 3.02 is incorporated by reference herein.

On August 27, 2014, we filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock authorizing the issuance of up to 2,000,000 shares of Series F Preferred Stock.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits. The following exhibits are filed with this Report:

Exhibit Description Number 3.1 Certificate of Designation of Series F Preferred Stock filed with the Nevada Secretary of State on August 27, 2014 10.1 Form of Subscription Agreement 2



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters