Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2015
DRONE AVIATION HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 333-150332 | 46-5538504 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
11651 Central Parkway #118, Jacksonville, FL 32224
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code 904-834-4400
___________________________________________
(Registrant's 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 (see General Instruction A.2. below):
[ ] 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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On October 27, 2013, Drone Aviation Holding Corp. (the “Company”) filed a certificate of amendment (the “Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share on a one (1) for forty (40) basis, effective at the close of business on October 29, 2015 (the “Reverse Stock Split”).
The Reverse Stock Split will be effective with the Financial Industry Regulatory Authority (“FINRA”) at the open of business on October 30, 2015 and the Company’s common stock will trade with a “D” added, under the symbol “DRNED”, for the 20 business days beginning on October 30, 2015 to designate that it is trading on a post-reverse split basis. Trading will resume under the symbol “DRNE” after the 20 day period has expired. The par value and other terms of Company’s common stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common stock has a new CUSIP number, 262100209. The Company’s transfer agent, Equity Stock Transfer LLC, is acting as exchange agent for the Reverse Stock Split.
As a result of the Reverse Stock Split, every forty shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to a fractional share shall receive the next highest number of whole shares.
As previously disclosed in the Company's Current Report on Form 8-K filed on October 7, 2015, on October 1, 2015, by written consent in lieu of a meeting, the holders of a majority of the outstanding shares of the Company’s voting capital (including shares of common stock underlying outstanding shares of the Company’s Series A, B, B-1, D, E, F and G Preferred Stock, on an “as converted” basis, subject to beneficial ownership blockers) approved an amendment to the Company’s Articles of Incorporation to effectuate a reverse split of the Company’s issued and outstanding common stock at a ratio of not less than 1 for 15 and not more than 1 for 50, at any time prior to September 13, 2016, with the exact ratio to be determined by the Board at its sole discretion. The Reverse Stock Split ratio of one (1) for forty (40) was approved by the Company’s Board of Directors on October 5, 2015.
A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On October 30, 2015, the Company issued a press release announcing the Reverse Stock Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit 3.1 | Certificate of Amendment to Articles of Incorporation | |
| Exhibit 99.1 | Press Release dated October 30, 2015 | |
| 2 |
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 hereunto duly authorized.
| Drone Aviation Holding Corp. | |||
| (Registrant) | |||
| Date: October 30, 2015 | By: | /s/ Kendall Carpenter | |
| Name: Kendall Carpenter | |||
| Title: Chief Financial Officer | |||
| 3 |
Exhibit 3.1
Exhibit 99.1
Drone Aviation Announces Reverse Split of Common Stock
JACKSONVILLE, FL – October 30, 2015 – Drone Aviation Holding Corp. (OTCQB: DRNE) (“DAC” or “Drone Aviation”), manufacturer of tethered drones and lighter-than-air aerostats, today announced it has implemented a 1-for-40 reverse split of its common stock effective at the close of trading on Thursday, October 29, 2015 and in effect for trading on a split-adjusted basis on Friday, October 30, 2015. Drone Aviation’s common stock will trade on a split-adjusted basis under new CUSIP number 262100209 and temporary ticker symbol "DRNED”. After 20 days, the common stock will commence trading under the ticker symbol “DRNE”.
As a result of the stock split, every forty shares of issued and outstanding Drone Aviation common stock will be converted into one share of common stock. Proportional adjustments will be made to the Company's options and warrants. Any fractional shares resulting from the reverse stock split will be rounded up to the next whole share.
Information to Shareholders
It is not necessary for stockholders holding shares of Drone Aviation common stock in certificated form to exchange their existing stock certificates for new stock certificates in connection with the reverse split, although stockholders may do so if they wish. Stockholders should direct any questions concerning the reverse split to their broker or Drone Aviation’s transfer agent, Equity Stock Transfer, at (212) 575-5757.
About Drone Aviation Holding Corp.
Drone Aviation Holding Corp. (DRNE) develops and manufactures cost-effective, compact and rapidly deployable aerial platforms including lighter-than-air aerostats and electric-powered drones designed to provide government and commercial customers with enhanced surveillance and communication capabilities. Utilizing a proprietary tether system, the Company’s products are designed to provide prolonged operational duration capabilities combined with improved reliability, uniquely fulfilling critical requirements in military, law enforcement and commercial and industrial applications. For more information about Drone Aviation Holding Corp. please visit www.DroneAviationCorp.com or view our reports and filings with the Securities and Exchange Commission on http://www.sec.gov, including the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as well as information about the Company in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Forward-Looking Statements
This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release are described in our publicly filed reports. Factors that could cause these differences include, but are not limited to, the acceptance of our products, lack of revenue growth, failure to realize profitability, inability to raise capital and market conditions that negatively affect the market price of our common stock. The Company disclaims any responsibility to update any forward-looking statements.
Contact:
Michael Glickman
MWGCO, Inc.
(917) 397-2272
mike@mwgco.net