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): December 13, 2017
DRONE AVIATION HOLDING CORP.
(Exact name of registrant as specified
in its charter)
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Nevada
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333-150332
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46-5538504
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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11651 Central Parkway #118, Jacksonville,
FL 32224
(Address of principal executive offices)
Registrant’s telephone number,
including area code:
(904) 834-4400
Not applicable.
(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))
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Director Resignations and Appointments
On
December 13, 2017 (the “Appointment Date”), the Board of Directors (the “Board”) of Drone Aviation Holding
Corp. (the “Company”) appointed Tim Hoechst and John E. Miller to its Board to fill the vacancies resulting from the
resignations of Wayne Jackson and Michael Haas from the Board on December 13, 2017. Mr. Hoechst was appointed to the Compensation
Committee to act as its Chairman and to the Audit Committee as a member and Mr. Miller was appointed to the Compensation Committee
as a member and to the Audit Committee to act as its Chairman.
Other
than as disclosed herein, there are no understandings or arrangements between Messrs. Hoechst and Miller and any other persons
pursuant to which they were selected as directors, and there are no transactions in which the Company was or is a participant and
in which they had or will have a direct or indirect material interest that are required to be reported pursuant to Item 404(a)
of Regulation S-K.
Background
Lt. General John
E. Miller (Ret.)
had a 34-year career with the United States Army, retiring from active duty in 1997. During his military
career, Lt. General Miller served as an infantry officer, he served in line units, staff positions and Army Schools. He had multiple
assignments at the US Army Command and General Staff College where he was a Tactics Instructor, Deputy Commandant and Commandant.
While Commandant, he was concurrently responsible for 11 other Army Schools that provide tactical training and education for Commissioned
Officers and Non-Commissioned Officers. At the time of his retirement from active duty he was serving as the Deputy Commanding
General (Futures) of the US Army Training and Doctrine Command responsible for coordinating the implementation of the Army’s
first digitized command and control system in a combat brigade. He is a former commander of the 101st Airborne Division (Air Assault).
He served two combat tours in Viet Nam: the first as an Infantry Company Commander in the 101
st
Airborne during Tet
’68 and the second as a District Senior Advisor in the Delta. His service includes 10 years of Cold War service with line
units from platoon to Division in Germany and the United States. His awards include the Distinguished Service Medal (with OLC),
the Silver Star, the Soldiers Medal, the Legion of Merit (with 2 OLC), the Bronze Star V (with 2 OLC), Air Medal V (2), the Purple
Heart, the Combat Infantry Badge and the Aaron and Hurr award from the US Army Chaplain’s Corps, among others.
From September 1997
to January 2005, Lt. General Miller was a regional Vice President for Oracle Corporation’s Public-Sector Division and from
January 2005 to August 2007 served as a Division President for L-3 Communication providing linguist, intelligence analyst and technical
support for U.S. deployed forces in 13 countries. Since September 2007, Lt. General Miller has been a consultant providing operational
and technical assessments in support of fielding new military hardware and innovations for military training and education.
Lt. General Miller
is the Chairman Emeritus of the Command and General Staff College Foundation, Inc. which provides resources and support to the
U.S. Army Command and General Staff College to advance the profession of military art and science. In addition, Lt. General Miller
is an Adult Faith Formation leader at St Peters Catholic Church in Kansas City, MO. Lt. General Miller served on the Board on Army
Science and Technology for the National Academy of Sciences from 1997 to 2004 and was its Chairman from 2001 until 2004. He also
served on the Army Distaff Foundation from 1998 to 2005 and was its Chairman from 2004 until 2005.
Lt. General Miller
holds a Bachelor of Science Degree in Mathematics from Missouri State University and a Master’s of Science in Operations
Research from Georgia Tech. He is a graduate of the Army Command and General Staff College and the Army War College. Miller also
attended Executive Development programs at Yale University, the Menninger Foundation and Leadership at the Peak, Denver, CO.
Tim Hoechst
. Mr. Hoechst was
the Chief Technology Officer for Accenture Federal Services (AFS) from 2015 to 2016 where he was responsible for working with government
and industry leadership to identify and introduce new capabilities and technologies. Previously from 2007 to 2015, Mr. Hoechst
was the Chief Technology Officer and a founder of Agilex Technologies where he was responsible for identifying, prioritizing and
refining key technology and business focus areas for the company. Agilex Technologies was a consultant to the U.S. Department of
Homeland Security, U.S. Department of Defense, Amtrak, the U.S. Postal Services and the U.S. Veteran’s Administration and
U.S. intelligence agencies in the areas of strategic planning and advanced technology applications, analytics, mobility and cloud
based systems implementation. In addition, Mr. Hoechst has held a variety of roles at Oracle Corporation (“Oracle”)
from 1988 to 2007. Mr. Hoechst lead Oracle’s product positioning strategies from 1997 to 2007 where he was responsible for
sophisticated infrastructure architecting, presenting and demonstrating advanced information management solutions. From 1988 to
1997, Mr. Hoechst served in a number of other roles at Oracle that included leading a senior technical teams in support of government
sales opportunities, building and delivering a sophisticated demonstration to showcase Oracle’s full technology offering
for Federal audiences and architecting, designing, implementing and tuning Oracle information systems at large Federal agencies
including the U.S. Postal Service, the Dept. of Veterans Affairs, the Dept. of the Treasury and the Dept. of Defense.
Mr. Hoechst earned a Bachelor of
Arts degree in Computer Science from Harvard University.
Compensation
Hoechst
and Miller
. Messrs. Hoechst and Miller agreed to serve as members of the Board pursuant to Offer Letters accepted by each
of them effective as of December 13, 2017 (the “Appointment Date”) and entered into a Director Agreement dated December
13, 2017. In consideration of Messrs. Hoechst and Miller’s services as members of the Board, their respective Offer Letter
and Director Agreement provide for the Company to pay and provide the following:
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(i)
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For Mr. Hoechst, an annual fee of $24,000 payable in equal monthly installments and for Mr. Miller, an annual fee of $36,000 payable in equal monthly installments;
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(ii)
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Stock Options (the “Options”). Options to purchase 100,000 shares of the Company’s common stock with an exercise price of $1.00 per share issued pursuant to the Company’s form of Drone Aviation Holding Corp. Nonqualified Stock Option Agreement and vesting as follows:
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a.
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with respect to Options to purchase 50,000 shares of the Company’s common stock, one year after the Appointment Date, so long as they are a member of the Board; and
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b.
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with respect to Options to purchase 50,000 shares of the Company’s common stock, two years after the Appointment Date so long as they are a member of the Board.
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(iii)
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Exercise Period. The Options may be exercised at any time after they have vested until four years after the Appointment Date; and
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(iv)
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Term. Messrs. Hoechst and Miller have been appointed to the Board for a period of two (2) years. The appointment will terminate, however, upon his resignation, removal or failure to be appointed or re-appointed by the Company’s shareholders as a director of the Company as provided for in its bylaws or as provided for under Nevada law, or upon request of the Company’s Chief Executive Officer.
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Jackson and Haas
.
In recognition of the past performance of services by Messrs. Jackson and Haas, the Company entered into an Amendment to Nonqualified
Stock Option Agreement (the “Amendment to Stock Option Agreement”) to extend the exercise period from 30 days to August
3, 2021 and November 9, 2021 for their respective options to purchase shares of the Company’s common stock previously issued
to them.
The
foregoing description of the form of Offer Letter, Director Agreement, Drone Aviation Holding Corp. Nonqualified Stock Option Agreement
and Amendment to Stock Option Agreement does not purport to be complete and is qualified in its entirety by the form of Offer Letter,
Director Agreement, and Drone Aviation Holding Corp. Nonqualified Stock Option Agreement, copies of which are attached to this
Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, which are incorporated herein by reference.
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Item 7.01
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Regulation FD Disclosure.
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On December 14, 2017,
the Company issued a press release regarding the appointment of Messrs. Hoechst and Miller to the Board. The press release
is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
The information contained
in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall
not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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**
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Furnished herewith pursuant to Item 7.01 of Form 8-K.
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SIGNATURE
Pursuant to the requirement 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.
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DRONE AVIATION HOLDING CORP.
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Date: December 13, 2017
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By:
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/s/ Kendall Carpenter
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Kendall Carpenter
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Chief Financial Officer
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Exhibit 10.1
11651 Central Parkway,
Ste. 118
Jacksonville, FLorida
32224
Date
Dear _________________,
We are pleased to offer
you a seat on the Board of Directors of Drone Aviation Holding Corp., a Nevada corporation (the “Company”) for a term
of ______ (___) years. Upon your execution of this letter agreement, you will have consented to your appointment, which will be
contingent and dependent upon approval of the Director Agreement by the Board of Directors (such date, the “Appointment Date”).
For and in consideration of the services to be performed by
you, the Company agrees to pay for your services as follows:
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Fee:
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An annual fee equal to $______ (“Annual Fee”), payable in equal monthly installments
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Annual bonus:
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As determined by the Compensation Committee
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Restricted stock:
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_________ options to purchase the Company’s unregistered common stock at an exercise price based on the closing price of the Company’s common stock on the Appointment Date (the “Options”). The Options shall vest 50% one year from the Appointment Date and the other 50% two years from the Appointment Date so long as you are a member of the Company’s Board of Directors. The Options will be exercisable at any time after they vest and prior to the four year anniversary of the Appointment Date. The Option shall be issued in compliance with all rules and regulations of the United States Securities and Exchange Commission pursuant to the terms of a Stock Option Agreement to be provided by the Company. The Options granted to you shall be in effect subject to your continuous service as a member of the Board. In the event that your service is terminated prior to the ____ (___) year anniversary of the Appointment Date for any reason, all unvested options shall be forfeited.
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You hereby also consent
to the use of your name and biographical information in documentation prepared by the Company as it relates to your becoming a
member of the Company’s Board
Kindly indicate your
consent to the matters discussed herein by signing and returning a copy of this letter to us as soon as possible.
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Sincerely,
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Jay H. Nussbuam,
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CEO and Chairman
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Accepted: __________________________________ Date:
_______________
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main: 904•834•4400
fax: 904•834•4360
info@droneaviationcorp.com
www.DRONEAVIATIONCORP.COM
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Exhibit 10.2
FORM OF
DIRECTOR AGREEMENT
DIRECTOR AGREEMENT
(this “
Agreement
”) made as of the
___
day of [__] by and between Drone Aviation Holding Corp.,
a Nevada corporation (the “
Company
”) and _________ (“
Nominee
”).
WHEREAS
,
the Company desires to attract and retain a director who will consent to serve a member of the Board of Directors of the Company
(the “
Board
”); and
WHEREAS
,
the Company believes that Nominee possesses valuable qualifications and abilities to serve on the Company’s Board.
NOW, THEREFORE
,
the parties agree as follows:
1.
Service
to the Board
.
(
a)
Service
as a Director
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Nominee consents to serve as a Director of the Company for a term of up to [__] years if elected or appointed
and, upon re-appointment or election to the Board of the Company, to serve as a member of the Board of the Company.
Nominee agrees
that upon appointment or election he will dutifully perform his responsibilities as a director in good faith, in accordance with
applicable law, and in accordance with the Articles of Incorporation, bylaws and other policy and procedures applicable to such
service. Upon appointment to the Board, Nominee shall resign from the Board of Directors of the Company, upon the request of the
Chief Executive.
Nominee understands
that this Agreement does not constitute an offer to serve as a director of the Company, or as an employee, or in any other capacity
and that appointment shall only occur by vote of the Board or shareholders of the Company. Nominee understands and agrees that
if the Company offers Nominee employment, the Company may request a background check consisting of a criminal history and other
background checks to be used solely for employment-related purposes and understands an offer and any position will be contingent
on the receipt and evaluation of the background check report.
2.
Compensation
and Expenses
.
(a)
Compensation
.
The Company agrees to adopt or has adopted compensation plans for directors applicable to Nominee, in the event Nominee becomes
a director, as follows:
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Annual fee of $[__], payable in monthly
installments in accordance with the Company’s past accounting practices; and
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[__] options to purchase the Company’s
unregistered common stock at an exercise price based on the closing price of the Company’s common stock on the Appointment
Date (the “Options”). The Options shall vest [__]% one year from the Appointment Date and [__] 50% two years from the
Appointment Date so long as Nominee is a member of the Company’s Board of Directors. The Options will be exercisable at any
time after they vest and prior to the four year anniversary of the Appointment Date. The Option shall be issued in compliance with
all rules and regulations of the United States Securities and Exchange Commission pursuant to the terms of a Stock Option Agreement
to be provided by the Company. The Options granted to Nominee shall be in effect subject to Nominee’s continuous service
as a member of the Board. In the event that Nominee’s service is terminated prior to the two (2) year anniversary of the
Appointment Date for any reason, all unvested options shall be forfeited.
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(b)
Expenses
.
The Company shall reimburse Nominee for all reasonable and necessary out-of-pocket expenses, including travel, incurred in connection
with the performance of Nominee’s duties as a director on behalf of the Company (“
Expenses
”), upon
submission of adequate documentation therefor.
(c)
Insurance
.
The Company presently maintains a policy of directors’ and officers’ insurance coverage with a liability limit of $2,000,000
(“
D&O Insurance
”). In the event any notice of termination or significant change in coverage or terms
of D&O Insurance are received by the Company, prompt written notice shall be provided Nominee for so long as he serves as a
director of the Company and during any subsequent period during which Nominee may be entitled to the benefit of such D&O Insurance.
3.
Confidentiality
.
Nominee acknowledges that he shall be obtaining access to certain confidential information concerning the Company and its plans
and affairs, including, but not limited to, business methods, systems, scheduling, financial data, intellectual property and strategic
plans which are unique assets (“
Confidential Information
”). Nominee covenants and agrees to not, directly
or indirectly, in any manner, utilize or disclose to any person, firm or entity, such Confidential Information.
4.
Termination
.
This Agreement shall terminate upon resignation, removal or failure of Nominee to be appointed or re-appointed by the Company’s
shareholders as a director of the Company as provided for in the Company’s bylaws or as provided for under Nevada law, provided
that any provision of this Agreement not capable of performance prior to termination shall survive, shall survive such termination
for the period necessary for performance.
5.
Assignment
.
The duties and obligations of Nominee under this Agreement are personal and therefore Nominee may not assign any right or duty
under this Agreement without the prior written consent of the Company.
6.
Counterparts
.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile
execution and delivery of this Agreement is legal, valid and binding for all purposes.
[
Signature Page Follows
]
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.
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DRONE AVIATION HOLDING CORP.
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By:
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Name:
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Jay N. Nussbaum
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Title:
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Chief Executive Officer
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NOMINEE:
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Name: [__]
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Business Address:
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Exhibit 10.4
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NONQUALIFIED
STOCK OPTION AGREEMENT (the “Amendment”) is made effective as of __________ (the “Effective Date”) by and
between Drone Aviation Holding Corp., a Nevada corporation (the “Corporation”) and
________
(the “Optionee”)
(collectively the “Parties”).
BACKGROUND
A.
The
Corporation and Optionee are the parties to that certain Nonqualified Stock Option Agreement for ________ shares of the Corporation’s
Common Stock, par value $0.0001 per share that was granted by the Corporation to the Optionee on _________ (the “Option
Agreement”); and
B.
The Parties desire to amend the Option Agreement, as set forth below.
NOW THEREFORE, in consideration
of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1.
Section 8 – Termination of the Option Agreement shall be deleted in its entirety and replaced with the following:
8.
Termination of Employment
.
If the Optionee’s employment with or service to the Company and all Related Corporations is terminated by the Optionee for
any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon
terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service
may be exercised at any time up to and including the Expiration Date.
2.
This
Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the
Option Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Option
Agreement unless otherwise provided. Except as specifically modified hereby, all of the provisions of the Option Agreement, which
are not in conflict with the terms of this Amendment, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first above written.
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DRONE AVIATION HOLDING CORP.
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ACCEPTED AND ACKNOWLEDGED:
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By:
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By:
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Jay H. Nussbaum
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Name:
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Chief Executive Officer
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Exhibit 99.1
Drone Aviation Appointments Lieutenant General,
US Army (Retired), John E. Miller
and Government IT Executive, Tim Hoechst, to Board of Directors
- New Board Members Bring Extensive
Army and Government Technology Expertise to Company -
JACKSONVILLE, FL –
December 14,
2017 – Drone Aviation Holding Corp. (OTCQB: DRNE) (“Drone Aviation” or the “Company”), a manufacturer
of tethered drones and lighter-than-air aerostats, today
announced that it has appointed Lieutenant
General, US Army (Retired), John E. Miller and Tim Hoechst, to its Board of Directors.
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●
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Lieutenant General, US Army (Retired), John E. Miller
is a
decorated combat veteran who has
served over 34 years in the US Army, most recently as the Deputy
Commanding General of the US Army Training and Doctrine Command responsible for coordinating the implementation of the Army’s
first digitized command and control system in a combat brigade. He is a former commander of the 101st Airborne Division (Air Assault).
He also had multiple assignments at the US Army Command and General Staff College where help positions from Tactics Instructor
to Commandant. While Commandant, he was concurrently responsible for 11 other Army Schools that provide tactical training and education
for Commissioned and Non-Commissioned Officers. After his retirement from active duty, LTG Miller was a regional Vice President
for Oracle Corporation’s Public Sector Division and served as a Divisional President for L-3 Communication providing linguist,
intelligence analyst and technical support for deployed forces in 13 countries.
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●
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Tim Hoechst has built a nearly 30-year career in Government Information Technology (IT) including
holding senior leadership, technical strategy development and sales roles serving Federal government agencies. Mr. Hoechst most
recently held the position of Chief Technology Officer at Accenture Federal Services (AFS), a leading IT solutions provider to
the US Government. At AFS, he was responsible for working with Government and industry leadership to identify and introduce new
technologies to help the Federal Government with challenging IT problems. Prior to AFS, he served as Chief Technology Officer of
Agilex Technologies, an Information Technology consulting firm serving the Department of Defense, Homeland Security and various
Government agencies. Agilex was acquired by AFS in 2015. Prior to Agilex, for nearly two decades, Mr. Hoechst held a number of
senior executive positions at Oracle Corporation, including serving as Senior Vice President in the Public Sector Division.
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“I’m pleased to welcome Lt. General
Miller and Tim Hoechst to our Board of Directors as each of these accomplished individuals bring with them the necessary experience,
expertise and strong military and Government relationships that can further assist the Company to capitalize on the momentum being
generated by our recent contract awards and growing number of product evaluations currently underway,” said Jay Nussbaum,
Chairman and CEO of Drone Aviation Corp. “The Company wishes to thank General Wayne Jackson and Mr. Michael Haas ,who have
agreed to step down from the Board, for the leadership, commitment to excellence and valuable insights they have provided to our
team,” Mr. Nussbaum added.
About Drone Aviation Holding Corp.
Drone Aviation Holding Corp. (OTCQB: 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 patented tether system, Drone Aviation’s products are designed to provide prolonged operational
duration capabilities combined with improved reliability, uniquely fulfilling critical requirements in military, law enforcement,
commercial, and industrial applications. For more information about Drone Aviation, please visit www.DroneAviationCorp.com or view
our reports and filings with the Securities and Exchange Commission at http://www.sec.gov, including the Risk Factors included
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as well as information in our Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K.
Forward-Looking Statements
Statements in this press release that are not
historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates
of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially
from those anticipated by the statements made herein. Such statements are made in reliance upon the safe harbor provisions of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are generally
identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,”
“looks to,” “will,” “should,” “plan,” “intend,” “on condition,”
“target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates”
or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances,
or effects. Moreover, forward-looking statements in this release include, but are not limited to, those relating to: the adoption
of the Company’s drone technology and products; the Company’s role in homeland security; growing demand for drones
for military and state and local law enforcement authorities; and expectations regarding future production and sales. The Company’s
financial results and the forward-looking statements could be affected by many factors, including, but not limited to, demand for
the Company’s products and services, economic conditions in the U.S. and worldwide, changes in appropriations by Congress
and reduced funding for defense procurement and research and development programs, and our ability to recruit and retain management,
technical, and sales personnel. Further information relating to factors that may impact the Company’s results and forward-looking
statements are disclosed in the Company’s filings with the SEC. The forward-looking statements contained in this press release
are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law,
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts:
Media Relations:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
Investor Relations:
Steve Gersten
813-926-8920
investors@Droneaviationcorp.com