Drone USA, Inc. (OTCMKTS:DRUS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On December 13, 2017 the registrant, Drone USA, Inc. (“Drone USA”), received a payment, net of OID fees of $7,500 to cover certain accounting fees, due diligence fees, monitoring, and/or other transactional costs, of $82,500 under the terms of a Securities Purchase Agreement dated December 8, 2017, with Morningstar Financial, LLC (“Morningstar Financial”) under which Drone USA issued to Morningstar Financial a convertible note (the “Note”) in the principal amount of $82,500 that bears interest of 10% per annum. The Note has a maturity date of 12 months and a conversion rate for any unpaid principal and interest and a conversion price which is a 35% discount to the lowest sales price of the shares of Drone USA common stock within a 20-day trading period including and immediately preceding the conversion date. The conversion rate is further reduced under certain events, including if the closing sales price is less than $0.05 in which case the conversion rate is a 45% discount under the terms set forth above. No shares of Drone USA common stock can be issued to the extent Morningstar Financial would own more than 4.99% of the outstanding shares of Drone USA common stock. Drone USA also is required at all times to have authorized and reserved eight times the number of shares that is actually issuable upon full conversion or adjustment of the Note (based on the conversion price of the Note in effect from time to time). The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if the Drone USA Trading Price as that term is defined in the Note is less than $.0001 or if a money judgment, writ or similar process shall be entered or filed against Drone USA or any of its subsidiaries for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of 20 days unless otherwise consented to by the holder of the Note. Drone USA is entitled to prepay the Note between the issue date until 180 days from its issuance at a premium of 135% of the unpaid principal and interest. The foregoing is a summary of the terms of the Securities Purchase Agreement and Note and is qualified in its entirety by the Securities Purchase Agreement and the Note attached hereto and incorporated herein as Exhibits 10.1 and 10.2, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits: The following exhibits are filed with this report:
Drone USA Inc. ExhibitEX-10.1 2 tv481665_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”),…To view the full exhibit click here