As filed with the Securities and Exchange Commission on April 28, 2021
Registration No. 333-237927
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UAS DRONE CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
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3721
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47-3052410
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification
No.)
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1 Etgar Street
Tirat Carmel, Israel, 3903212
Telephone: +(972)-(4) 812 4101
Facsimile: +(972)-(4) 812 4303
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal
Executive Offices)
Mr. Yossef Balucka
Chief Executive Officer
UAS Drone Corp.
1 Etgar Street
Tirat Carmel, Israel, 3903212
Telephone: +(972)-(4) 812 4101
Facsimile: +(972)-(4) 812 4303
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
Copies to:
Oded Har-Even, Esq.
Ron Ben-Bassat, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 660-5000
Facsimile: (212) 660-3001
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer: ☐
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Accelerated filer: ☐
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Non-accelerated filer: ☒
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Smaller reporting company: ☒
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Emerging growth company ☒
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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 7(a)(2)(B) of Securities Act. ☒
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) to the Registration Statement on Form S-1/A (File No. 333-237927) (the “Registration Statement”) is being
filed pursuant to our undertaking in the Registration Statement to update and supplement information contained in the Registration Statement,
as originally filed and declared effective by the Securities and Exchange Commission (the “SEC”) on June 19, 2020, to include
the information contained in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 30, 2020.
The Registration Statement originally was filed to register (i) 63,856 shares of the registrant’s common stock, par value $0.0001
per share (the “Common Stock”) to be issued to certain stockholders of Duke Robotics, Inc., a majority-owned subsidiary of
the registrant, upon the consummation of a short-form merger agreement in a primary offering (the “Primary Offering”), and
(ii) to register 18,200,592 shares of registrants’ Common Stock to be sold, from time to time, by the selling stockholders identified
in this prospectus (the “Secondary Offering”).
This Registration Statement contains only one prospectus
(the “Prospectus”) and such Prospectus will be the sole prospectus for the Primary Offering and the Secondary Offering. We
will not receive any proceeds from the sale of shares in both the Primary offering and in the Secondary Offering. See “Use of Proceeds,”
and “Plan of Distribution” as contained in the Prospectus.
The information included in this filing updates
the Registration Statement and the Prospectus contained therein. No additional securities are being registered under this Post-Effective
Amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement.
Subject to completion,
dated April 28, 2021
The information in this preliminary prospectus
is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
PROSPECTUS
UAS DRONE CORP.
18,200,592 SHARES OF COMMON STOCK
This prospectus relates to the sale, from time
to time, by the selling stockholders identified in this prospectus (the “Selling Stockholders”) of up to 18,200,592 shares
of UAS Done Corp. (the “Company”) common stock, par value $0.0001 per share (the “Common Stock”), consisting of:
(i) 9,623,621 shares of Common Stock issued on March 6, 2020 in connection the execution of several securities exchange agreements to
exchange a certain promissory note for shares of Common Stock; (ii) 3,730,485 shares of Common Stock issued upon the closing of the Share
Exchange (as hereinafter defined) between the Company, Duke Robotics, Inc., a Delaware corporation (“Duke”) and certain prior
stockholders of Duke; (iii) 1,196,753 shares of Common Stock issued to certain shareholders of the Company; (iv) 2,580,214 shares of Common
Stock issuable upon full conversion of several convertible loan agreements in the aggregate amount of $965,000; and (v) 1,069,519 shares
of Common Stock issuable upon full conversion of several convertible debentures in the aggregate amount of $400,000. We are registering
the sale of these shares (the “Resale Shares”) to satisfy registration rights we have granted to the Selling Stockholders.
This prospectus describes the general manner in
which the shares may be offered and sold by the Selling Stockholders. If necessary, the specific manner in which the shares may be offered
and sold will be described in a supplement to this prospectus. The Selling Stockholders and intermediaries through whom such securities
are sold may be deemed “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Act”),
with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation.
We will not receive any proceeds from the sale of the shares by the Selling Stockholders. We will pay the expenses of registering these
shares.
Common Stock is quoted on the OTCQB under the symbol
“USDR”. On April 20, 2021, the last reported bid price of our Common Stock was $0.35 per share. As of the date of this prospectus,
our Common Stock is subject to only limited quotation on the OTCQB, and it is not otherwise regularly quoted on any other over-the-counter
market. If and when our Common Stock is regularly quoted on an over-the-counter market or on a national securities exchange, the Selling
Stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or in privately negotiated
transactions.
We are an “emerging growth company”
under the federal securities laws and will be subject to reduced public company reporting requirements.
Investing in our Common Stock involves risks.
See “Risk Factors” beginning on page 4 of this prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2021.
TABLE
OF CONTENTS
You should rely only
on the information contained in this prospectus. Neither we nor the Selling Stockholders have authorized any dealer, salesperson or other
person to give any information or to make any representations to you other than the information contained in this prospectus. You must
not rely on any information or representations not contained in this prospectus as if we had authorized it. The information contained
in this prospectus is current only as of the date on the cover page of this prospectus and may change after that date. We do not imply
that there has been no change in the information contained in this prospectus or in our affairs since that date by delivering this prospectus. Neither
we nor the Selling Stockholders are making an offer of these securities in any state where the offer is not permitted.
Unless the context indicates otherwise, as used
in this prospectus, the terms “UAS,” “the Company,” “we,” “our,” and “us”
refer to UAS Drone Corp., a Nevada corporation, and unless indicated, does not refer to the entity created by the closing of the share
exchange with Duke Robotics, Inc., a Delaware corporation.
PROSPECTUS SUMMARY
This summary highlights information contained
in other parts of this prospectus. Because it is a summary, it does not contain all of the information that you should consider in making
your investment decision. Before investing in our common stock, you should read the entire prospectus carefully, including our consolidated
financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial data and
related notes.
THE COMPANY
Company Overview
UAS Drone Corp., a Nevada corporation, which was
headquartered in Palm Beach, Florida until the Share Exchange Agreement (as defined hereunder) was consummated, was founded in 2014 as
Unlimited Aerial Systems, LLP (“UAS LLP”), and was a developer and manufacturer of commercial unmanned aerial systems, or
drones, with the goal of providing a superior Quadrotor aerial platform at an affordable price point in the law enforcement and first
responder markets.
On March 9, 2020, the Company closed on the Share
Exchange Agreement (the “Share Exchange Agreement”), pursuant to which Duke became a majority-owned subsidiary of the Company
(the “Share Exchange”). Such closing date is referred to as the “Effective Time.”
On April 29, 2020, the Company, Duke, and UAS Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“UAS Sub”), executed an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which UAS Sub will merge, upon the satisfaction of customary closing conditions,
with and into Duke, with Duke surviving as a wholly-owned subsidiary of the Company (the “Short-Form Merger”). Pursuant to
the Merger Agreement, the Company will acquire the remaining outstanding shares of Duke held by those certain Duke shareholders that did
not participate in the Share Exchange (the “Non-Participating Duke Holders”). On June 25, 2020, Duke filed a Certificate of
Merger with the State of Delaware, and consequently, Duke became our wholly-owned subsidiary and the Short-Form Merger was consummated.
Duke has a wholly-owned subsidiary, Duke Airborne
Systems Ltd. (“Duke Israel”), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary
of Duke after its incorporation.
As a result of the Share Exchange, the Company
adopted the business plan of Duke. Duke is a robotics company dedicated to the development of an advanced robotics system that enables
remote, real-time, pinpoint accurate firing of small arms and light weapons. Duke’s advanced robotics system is able to achieve
pinpoint accuracy regardless of the movement of the weapons platform or the target.
Corporate Information
Our mailing address is Duke Robotics, 1 Etgar Street
(1st Floor), Tirat-Carmel, Israel 3903212, and our telephone number is +972-4-8124101. Our web site address is https://dukeroboticsys.com/. The
content of our website shall not be deemed incorporated by reference in this prospectus.
THE OFFERING
This prospectus relates to the sale, from time
to time, by the Selling Stockholders identified in this prospectus of up to 18,200,592 shares of Company’s Common Stock, consisting
of: (i) 9,623,621 shares of Common Stock issued on March 6, 2020, to the Primary Lenders in connection with the Note Conversion; (ii)
3,730,485 shares of Common Stock issued to certain shareholders of Duke named in this prospectus, in connection the execution of the Share
Exchange Agreement; (iii) 1,196,753 shares of Common Stock issued to certain shareholders of the Company named in this prospectus; (iv)
2,580,214 shares of Common Stock shares of Common Stock issuable upon full conversion of the Convertible Loan Agreements in the aggregate
amount of $965,000; and (v) 1,069,519 shares of Common Stock issuable upon full conversion of several convertible debentures in the aggregate
amount of $400,000. All of the shares, when sold, will be sold by these Selling Stockholders. The Selling Stockholders may sell their
shares of Common Stock from time to time at a fixed price of $0.374 per share. If and when our common stock is regularly quoted on an
over-the-counter market or on a national securities exchange, the Selling Stockholders may sell their respective shares of Common Stock,
from time to time, at prevailing market prices or in privately negotiated transactions. We will not receive any proceeds from the sale
of the shares (the “Resale Shares”) of Common Stock by the Selling Stockholders.
Common Stock Offered by the Selling Stockholders:
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Up to 18,200,592 shares of Common Stock.
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Common Stock Outstanding at April 27, 2021:
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41,169,035
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Common Stock Outstanding Immediately After This Offering:
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Up to 59,369,627 shares of Common Stock, assuming full conversion of the currently outstanding principal amount of the Convertible Loan Agreements and the convertible debentures at the conversion price in effect as of the date of this prospectus.
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Use of Proceeds:
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We will not receive any of the proceeds from the sale of the shares offered under this prospectus.
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Risk Factors:
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An investment in the Common Stock offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations.
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OTCQB Symbol:
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USDR
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains “forward-looking
statements,” which include information relating to management’s current view with respect to future events, future financial
performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,”
“should,” “could,” “would,” “predicts,” “potential,” “continue,”
“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Such forward-looking
statements may include projections with respect to market size and acceptance, revenues and earnings, marketing and sales strategies,
and business operations. Forward-looking statements should not be read as a guarantee of future performance or results and may not be
accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have
when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject
to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by
the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
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the size and growth of our product market;
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our activity in the civilian market;
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our manufacturing capabilities;
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our entering into certain partnerships with third parties;
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obtaining required regulatory approvals for sales or exports of our products;
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our expectations regarding our short- and long-term capital requirements;
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the effect of COVID-19 on our business;
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our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and
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information with respect to any other plans and strategies for our business.
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The foregoing does not represent an exhaustive
list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may
cause our actual results to differ from those anticipated in our forward-looking statements. Please see “Risk Factors”
for additional risks that could adversely impact our business and financial performance.
All forward-looking statements included in this
prospectus are based on information available to us on the date of this prospectus. Except to the extent required by applicable laws or
rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.
Moreover, new risks regularly emerge, and it is
not possible for our management to predict or articulate all the risks we face, nor can we assess the impact of all risks on our business
or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking
statements. All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus.
Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above
and throughout this prospectus.
RISK FACTORS
An investment in our Common Stock is speculative
and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider
the risks and uncertainties described below and the other information contained in this prospectus before purchasing shares of our Common
Stock. If any of the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer.
In such event, the value of our Common Stock could decline, and you could lose all or a substantial portion of the money that you pay
for our Common Stock. The risks and uncertainties described below are not the only ones we are facing. Additional risks and uncertainties
not presently known to us or that we deem immaterial may also impair our business operations or financial condition.
Risks Related to our Business and Industry
We have a limited operating history and have generated limited
revenues to date.
Our limited operating
history makes evaluating the business and future prospects difficult, and may increase the risk of your investment. Our operating
subsidiary in Israel was formed in March 2014. To date, we have generated limited revenues and have not yet begun meaningful commercialization
efforts with respect to our products. We intend in the long-term to derive substantial revenues from the sales of our products as well
as future models of other robots and our UAS platforms for both military and civilian use, but there can be no assurance that we will
be able to do so.
We may not be able to obtain adequate financing to continue our
operations.
We expect that we will
need to raise additional funds to continue the design, manufacture, sale and servicing of our TIKAD as well as develop future robot products
and other platforms for the implementation of our robot. We believe that we will need to raise additional capital in the future to fund
our research and development and commercialization efforts. If we seek to raise additional capital, we may do so through the issuance
of equity, equity-related, or debt securities or through obtaining credit from government or financial institutions or other persons. This
capital will be necessary to fund ongoing operations, continue research, development and design efforts, establish a sales infrastructure
and make the investments in tooling and equipment required to develop and manufacture our products. Moreover, the terms of any financing
may adversely affect the holdings or the rights of holders of our securities and the issuance of additional securities, whether equity
or debt, by us, or the possibility of such issuance, may cause the market price of our common shares to decline. The New Debentures and
the terms of the Convertible Loan Agreements (as such terms are defined below) each include terms that could create further dilution to
other holders if we were to raise capital at a lower price per share or upon other terms, which could also make closing any such future
financing, if any, more difficult. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required
to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to
acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct
our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage
than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or product candidates or otherwise
agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. Even
if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions
are favorable or if we have specific strategic considerations.
We may face business disruption and related risks resulting from
the COVID-19 pandemic, which may have a material adverse effect on our business and results of operations.
Our operations and business may have been disrupted
and potentially adversely affected by COVID-19. The pandemic has caused states of emergency to be declared in various countries, travel
restrictions imposed globally, quarantines established in certain jurisdictions and various institutions and companies being closed. COVID-19
has also adversely affected our ability to conduct our business effectively due to disruptions to our capabilities, availability and productivity
of personnel, while we simultaneously attempt to comply with rapidly changing restrictions, such as travel restrictions, curfews and others.
In particular, on January 24, 2021, the Government of Israel announced that effective January 26, 2021 non-Israeli residents or citizens,
except for non-nationals whose lives are based in Israel, are not allowed to enter Israel, and the number of Israeli citizens permitted
to enter the country per day will be capped at 3,000. In addition, the Ministry of Health in the State of Israel issued guidelines on
March 11, 2020, which were most recently updated in April 2021, recommending people avoid gatherings in one space and providing that no
gathering of more than 20 people should be held under any circumstances.
Employers (including us) are also required to prepare
and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on January 25, 2021, the President
of the United States issued a proclamation to restrict travel to the United States from foreign nationals who have recently been in China,
Iran, South Africa, and certain European and Latin America countries. Although to date these restrictions have not impacted our operations,
the effect on our business, from the spread of COVID-19 and the actions implemented by the governments of the State of Israel, the United
States and elsewhere across the globe, may worsen over time.
The spread of COVID-19 may also result in the inability
of our manufacturers to deliver components or finished products on a timely basis and may also result in the inability of our suppliers
to deliver the parts required by our manufacturers to complete manufacturing of components or finished products. In addition, governments
may divert spending from other budgeted resources as they seek to reduce and/or stop the spread of COVID-19. Such events may result in
a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect our business, financial
condition and results of operations. The extent to which COVID-19 impacts our business will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain
COVID-19 or treat its impact, among others. We are actively monitoring the pandemic and we are taking any necessary measures to respond
to the situation in cooperation with the various stakeholders.
We have inadequate capital and need for additional financing
to accomplish our business and strategic plans. Terms of subsequent financing, if any, may adversely impact your investment.
We have very limited funds,
and such funds are not adequate to develop our current business plan. Our ultimate success may depend on our ability to raise additional
capital. In the absence of additional financing or significant revenues and profits, the Company will have to approach its business plan
from a much different and much more restricted direction, attempting to secure additional funding sources to fund its growth, borrowing
money from lenders or elsewhere or to take other actions to attempt to provide funding.
We may have to engage
in common equity, debt, or preferred stock financings in the future. Your rights and the value of your investment in the common stock
could be reduced by the dilution caused by future equity issuances. Interest on debt securities could increase costs and negatively
impact operating results. In the event we are permitted to issue preferred stock pursuant to the terms of our articles of incorporation,
preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise
capital. The terms of preferred stock would be more advantageous to those investors than to the holders of common stock. In
addition, if we need to raise more equity capital from the sale of common stock, institutional or other investors may negotiate terms
possibly less favorable to us, or which trigger dilutive issuances of our common stock to the holders of the New Debentures or the Primary
Lenders (as such terms are defined below), and thereby adversely impact your investment. Shares of common stock which we sell from
time to time could be sold into any market that develops, which could adversely affect the market price of our common stock.
Our independent auditor firm has expressed in its report to our
2020 audited financial statements for the year ended December 31, 2020, a substantial doubt about its ability to continue as a going concern.
We only recently entered
the commercialization stage and the development and commercialization of our products are uncertain and expected to require substantial
expenditures. We have not yet generated sufficient revenues from our operations to fund our activities, and are therefore dependent upon
external sources for financing our operations. There is a risk that we will be unable to obtain necessary financing to continue our operations
on terms acceptable to us or at all. As a result, our independent auditor firm has expressed in its auditors’ report on the financial
statements for December 31, 2020, a substantial doubt regarding our ability to continue as a going concern. Our financial statements for
December 31, 2020, do not include any adjustments that might result from the outcome of the uncertainty regarding our ability to continue
as a going concern. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity
or debt securities or otherwise. Future reports on our financial statements may include an explanatory paragraph with respect to our ability
to continue as a going concern. If we cannot continue as a going concern, our stockholders may lose their entire investment in the common
stock.
Our revenues will depend heavily on government contracts
We expect to derive most
of our future revenues directly or indirectly from government agencies, mainly the U.S. Department of Defense (“DoD”). In
addition, we offer our products to IMOD and intend to offer these to other governmental and quasi-governmental agencies around the world,
including U.S. allies such as the NATO and equivalent authorities of various countries pursuant to contracts awarded to us under defense
and homeland security-related programs. Technology products from foreign countries have an inherent disadvantage against domestic offerings.
The funding of government programs could be reduced or eliminated due to numerous factors, including geo-political events and macro-economic
conditions that are beyond our control. Reduction or elimination of government spending under our contracts would imperil the sales of
our products and may cause a negative effect on our revenues, results of operations, cash flow and financial condition.
We face other risks in our expected international sales.
We expect to derive a
significant portion of our revenues ultimately from international sales. Changes in international, political, economic or geographic events
could cause significant reductions in our revenues, which could harm our business, financial condition and results of operations. In addition
to the other risks from international operations set forth elsewhere in these Risk Factors, some of the risks of doing business internationally
include imposition of tariffs and other trade barriers and restrictions, political and economic instability in the countries of our customers
and suppliers, changes in diplomatic and trade relationships and increasing instances of terrorism worldwide. Due to our subsidiary being
located in the State of Israel, some of these risks may be affected by Israel’s overall political situation. (See “Risks
Related to Israeli Law and Our Operations in Israel” below.)
We may experience production delays if suppliers fail to make
compliant or timely deliveries.
The manufacturing process
for some of our products largely consists of the assembly, integration and testing of purchased components. If a supplier stops delivery
of such components, finding another source could result in added cost and manufacturing delays. Moreover, if our subcontractors fail to
meet their design, delivery schedule or other obligations we could be held liable by our customers, and we may be unable to obtain full
or partial recovery from our subcontractors for those liabilities. The foregoing risks could have a material adverse effect on our operating
results.
If we fail to manage growth or to prepare for product scalability
effectively, it could have an adverse effect on our employee efficiency, product quality, working capital levels and results of operations.
Any significant growth
in the market for our products or our entry into new markets may require an expansion of our employee base for managerial, operational,
financial, and other purposes. As of March 31, 2021, we had only one (1) employee. During any period of growth, we may face problems
related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would
also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities
upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.
Aside from increased difficulties
in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the
development of new products, and the hiring of additional employees. For effective growth management, we will be required to continue
improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational
and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to
timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.
We have applied for a patent for certain
of our key technologies and may apply for additional patents in the future. Our ability to protect our intellectual property and proprietary
technology is uncertain and may be inadequate, which may have a material and adverse effect on us.
Our success depends significantly on our ability
to protect our proprietary rights to the technologies used in our products. We applied for a patent with the United States Office
Patent and Trademark Office to protect certain of our key technologies, however, we cannot assure you that we will be able to control
all of the rights for all of our intellectual property. We do not know whether any of our current or future patent applications, if any,
will result in the issuance of any patents. Even issued patents may be challenged, invalidated or circumvented. Patents may not provide
a competitive advantage or afford protection against competitors with similar technology. Competitors or potential competitors may have
filed applications for, or may have received patents and may obtain additional and proprietary rights to compounds or processes used by
or competitive with ours. Both the patent application process and the process of managing patent disputes can be time-consuming and expensive.
Competitors may be able to design around our patents or develop products which provide outcomes which are comparable or may even be superior
to ours.
In the event a competitor infringes upon our intellectual
property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce
our intellectual property rights or to defend our patents against challenge could be expensive and time consuming and could divert our
management’s attention. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents
rights against a challenge. The failure to obtain patents and/or protect our intellectual property rights could have a material and adverse
effect on our business, results of operations and financial condition.
In addition, we have taken steps to protect our
intellectual property and proprietary technology, including entering into confidentiality agreements and intellectual property assignment
agreements with all of our executive officers, employees, consultants and advisors, however, such agreements may not provide meaningful
protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of
the agreements. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as do the
laws of the United States. However, we have not executed confidentiality agreement or non-compete agreements with our third-party suppliers
and there is no restriction on their working with our competitors or selling our component designs to other parties. In that regard, we
deem our complex kinematic algorithms and control software to be our most valuable intellectual property and is done in-house only with
no sub-contractor involved.
We may become subject to claims of infringement
or misappropriation of the intellectual property rights of others, which could prohibit us from developing our products, require us to
obtain licenses from third parties or to develop non-infringing alternatives and subject us to substantial monetary damages.
Third parties could, in the future, assert infringement
or misappropriation claims against us with respect to products we develop. Whether a product infringes a patent or misappropriates other
intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be
certain that we have not infringed the intellectual property rights of others. Our potential competitors may assert that some aspect of
our product infringes their patents. Because patent applications may take years to issue, there also may be applications now pending of
which we are unaware that may later result in issued patents upon which our products could infringe. There also may be existing patents
or pending patent applications of which we are unaware upon which our products may inadvertently infringe.
Any infringement or misappropriation claim could
cause us to incur significant costs, place significant strain on our financial resources, divert management’s attention from our
business and harm our reputation. If the relevant patents in such claim were upheld as valid and enforceable and we were found to infringe
them, we could be prohibited from selling any product that is found to infringe unless we could obtain licenses to use the technology
covered by the patent or are able to design around the patent. We may be unable to obtain such a license on terms acceptable to us, if
at all, and we may not be able to redesign our products to avoid infringement. A court could also order us to pay compensatory damages
for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These
damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter
orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, or selling products, and could enter
an order mandating that we undertake certain remedial activities. Depending on the nature of the relief ordered by the court, we could
become liable for additional damages to third parties.
The sale of our products is subject to various regulatory requirements
of the Israeli Ministry of Defense and will also be subject to regulatory requirements in countries in which we seek to sell our products.
Due to the fact that we sell products used that
may be purchased in the defense and/ or military industry, and otherwise conduct business with the IMOD, we may be required to obtain
approval from the IMOD with respect to each agreement for the sale of our products. In that regard, we are required to secure the approval
of the IMOD prior to offering the sale of our products to any third party. In addition, we are required to obtain approvals from the IMOD
prior to the execution and performance of any such agreement. If we fail to obtain approvals in the future, if approvals previously obtained
are revoked or expire and are not renewed or if government policies change, our ability to sell our products and services to customers
would be impacted, resulting in a material adverse effect on our business, revenues, assets, liabilities and results of operations.
Risks Related to our Common Stock
In connection with the Share Exchange,
Duke obtained a ruling (the “Ruling”) from the Israeli Tax Authority with regard to the exemption of the Share Exchange from
being considered as a tax event for Israeli stockholder of Duke. The Ruling we obtained in connection with the Share Exchange imposes
conditions that may limit our flexibility in operating our business and our ability to enter into certain corporate transactions.
The Ruling we obtained in connection with the Share
Exchange imposes a number of conditions that limit our flexibility in operating our business and in engaging in certain corporate transactions.
In accordance with the terms of the Ruling, until the two year anniversary of the Effective Time, we agreed to maintain (and, to the extent
that our operations expand, likewise expand) the same economic activity for the Company after the Share Exchange as conducted by Duke
prior to such transaction and that the Israeli Duke stockholders continue to hold at least twenty-five percent (25%) of their holding
in the Company’s issued and outstanding stock at the Effective Time. Under certain circumstances, these conditions may not allow
us the flexibility that we need to operate our business and may prevent us from taking advantage of strategic opportunities that would
benefit our business and our stockholders.
Our executive officers, directors and certain stockholders who
are beneficial owners of more than 5% of our outstanding common shares possess the majority of our voting power, and through this ownership,
have the ability to control our Company and our corporate actions.
Following the Share Exchange, our current executive
officers and directors hold approximately 30% of the issued and outstanding voting power of the Company’s outstanding shares. These
persons have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders
for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other
significant corporate actions. As such, our directors and executive officer may have the power, acting alone or together, to prevent or
cause a change in control; therefore, without their consent we could be prevented from entering into transactions that could be beneficial
to us. The interests of our executive officer may give rise to a conflict of interest with the Company and the Company’s shareholders.
In addition, we have a number of stockholders who
are beneficial owners of more than 5% of our outstanding common shares, as of the Effective Time, including one such shareholder who beneficially
owns approximately 19% of our issued and outstanding shares, and as such, also may have the ability to prevent us from entering into transactions
that could be beneficial to us and/or other shareholders. In addition, we have four additional non-affiliated stockholders who are beneficial
owners of more than 5% of our outstanding common shares. Although none of these non-affiliated stockholders currently have a controlling
influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including
mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate
actions, obtaining their vote on certain matters may be necessary to effect certain actions that our management and directors otherwise
deem to be in the best interests of the Company.
For additional details concerning beneficial ownership
of our securities, please refer to the section below entitled “Security Ownership of Certain Beneficial Owners” and
with respect to voting power, please refer to the section below entitled “Description of Securities.”
There is a substantial lack of liquidity of our common stock
and volatility risks.
Our Common Stock is traded on the over-the-counter
market with quotations published on the OTCQB under the symbol “USDR”. The trading volume of our common stock historically
has been limited and sporadic, and the stock prices have been volatile. As a result of the limited and sporadic trading activity, the
quoted price for our common stock on the over-the-counter market is not necessarily a reliable indicator of its fair market value. The
price at which our common stock will trade in the future may be highly volatile and may fluctuate as a result of a number of factors,
including, without limitation, any potential business combination that we announce, as well as the number of shares available for sale
in the market.
The trading volume of our common stock may be limited
and sporadic. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales
volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven
company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned
issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect
on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop
or be sustained, or that current trading levels will be sustained. As a result of such trading activity, the quoted price for our common
stock on the OTCQB may not necessarily be a reliable indicator of our fair market value. In addition, if our shares of common stock
cease to be quoted, holders would find it more difficult to dispose of or to obtain accurate quotation as to the market value of, our
common stock and as a result, the market value of our common stock likely would decline.
Other factors that could have a similar impact
include, but are not limited to:
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the increased concentration of the ownership of our shares by a limited number of affiliated stockholders following the Share Exchange may limit interest in our securities;
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limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
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variations in quarterly operating results from the expectations;
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revisions in securities analysts’ estimates or reductions;
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our ability to obtain working capital financing;
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announcements of new products or services by us or our competitors and changes in our industry;
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reductions in the market share of our products;
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announcements by us or our competitors of significant strategic acquisitions;
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loss of any strategic relationship;
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regulatory developments;
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general technological, market or economic trends;
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investor perception of our industry or prospects;
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insider selling or buying;
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investors entering into short sale contracts;
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regulatory developments affecting our industry; and
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additions or departures of key personnel.
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Many of these factors are beyond our control and
may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections
as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain
current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have
on the prevailing market price.
Because we became public by means of a “reverse merger,”
we may not be able to attract the attention of major brokerage firms.
There may be risks associated with us becoming
public through a “reverse merger.” Securities analysts of major brokerage firms and securities institutions may not provide
coverage of us because there were no broker-dealers who sold our stock in a public offering that would be incentivized to follow or recommend
the purchase of our common stock. The absence of such research coverage could limit investor interest in our common stock, resulting in
decreased liquidity. No assurance can be given that established brokerage firms will, in the future, want to cover our securities
or conduct any secondary offerings or other financings on our behalf.
Our Common Stock may never be listed on a major stock exchange.
While we may seek the listing of our common stock
on a national or other securities exchange at some time in the future, we currently do not satisfy the initial listing standards and cannot
ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should
we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading
price of our common stock could suffer, the trading market for our common stock may be less liquid, and our common stock price may be
subject to increased volatility.
Our Common Stock is subject to price volatility unrelated to
us or our operations.
The market price of our common stock could fluctuate
substantially due to a variety of factors, including quarterly operating results of other companies in the same industry, changes in general
conditions in the economy and the financial markets, including COVID-19 or other developments affecting the Company’s competitors.
In addition, the OTCQB is subject to extreme price and volume fluctuations in general. This volatility has had a significant
effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have
the same effect on our common stock.
In addition, the securities markets have from time
to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These
market fluctuations may also materially and adversely affect the market price of our common stock.
A decline in the price of our common stock could affect our ability
to raise working capital and adversely impact our ability to continue operations.
A prolonged decline in the price of our common
stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline
in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us
to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including
our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance
that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are
unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.
Sales of our currently issued and outstanding stock may become
freely tradable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares
of our common stock.
A substantial portion of the outstanding shares
of common stock are “restricted securities” within the meaning of Rule 144 under the Act (“Rule 144”). As
restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144
or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides
in essence that a non-affiliate who has held restricted securities for a period of at least six (6) months may sell their shares of common
stock. Under Rule 144, affiliates who have held restricted securities for a period of at least six (6) months may, under certain
conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s
outstanding shares of common stock or the average weekly trading volume during the four calendar weeks prior to the sale (the four calendar
week rule does not apply to companies quoted on the OTCQB). A sale under Rule 144 or under any other exemption from the Act, if available,
or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common
stock in any active market that may develop.
The securities issued in connection with the Share Exchange are
restricted securities and may not be transferred in the absence of registration or the availability of a resale exemption.
The shares of common stock being issued in connection
with the Share Exchange are being issued in reliance on an exemption from the registration requirements under Section 4(a)(2) of the Act.
Consequently, these securities will be subject to restrictions on transfer under the Act and may not be transferred in the absence of
registration or the availability of a resale exemption. In particular, in the absence of registration, such securities cannot be resold
to the public until certain requirements under Rule 144 promulgated under the Act have been satisfied, including certain holding period
requirements. As a result, a purchaser who receives any such securities issued in connection with the Share Exchange may be unable to
sell such securities at the time or at the price or upon such other terms and conditions as the purchaser desires, and the terms of such
sale may be less favorable to the purchaser than might be obtainable in the absence of such limitations and restrictions.
We do not plan to declare or pay any dividends to our stockholders
in the near future.
We have not declared any dividends in the past,
and we do not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made
at the discretion of the board of directors and will depend upon, among other things, the results of operations, cash flows and financial
condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that
future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.
“Penny Stock” rules may make buying or selling our
common stock difficult.
Trading in our common stock is subject to the “penny
stock” rules. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations that generally define
a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules
require that any broker-dealer that recommends our common stock to persons other than prior customers and accredited investors, must,
prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement
to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving
a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market.
In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock.
The sales practice requirements of the Financial Industry Regulatory
Authority (“FINRA”) may also limit a stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules
described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment
is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy the Company’s common stock, which may limit your ability to buy and sell the
Company’s stock and have an adverse effect on the market for our shares.
Risks Related to Israeli Law and Our Operations in Israel
We have offices and other significant operations are located
in Israel, and, therefore, our results may be adversely affected by political, economic and military instability in Israel.
While our executive offices are located in the
United States, we maintain offices in Israel. In addition, many of our officers and directors are residents of Israel. Accordingly, political,
economic and military conditions in Israel may directly affect our business. Any armed conflicts, political instability, terrorism, cyberattacks
or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners
could affect adversely our operations. Ongoing and revived hostilities in the Middle East or other Israeli political or economic factors,
could harm our operations and solution development and cause any future sales to decrease.
In addition, instability in the region may lead
to deterioration in the political and trade relationships that exist between the State of Israel and certain other countries. Any armed
conflicts, terrorist activities or political instability in the region could adversely affect business conditions, could harm our results
of operations and could make it more difficult for us to raise capital. Parties with whom we do business may sometimes decline to travel
to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet
our business partners face to face. Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli
companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel
or political instability in the region continues or increases. Similarly, Israeli companies are limited in conducting business with entities
from several countries. For instance, in 2008, the Israeli legislature passed a law forbidding any investments in entities that transact
business with Iran. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving
performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure
provisions in such agreements.
Our commercial insurance does not cover losses
that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement
value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be
maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse
effect on our business. Any armed conflicts or political instability in the region would likely negatively affect business conditions
and could harm our results of operations.
Further, in the past, the State of Israel and Israeli
companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli
companies. These restrictive laws and policies may have an adverse impact on our operating results, financial conditions or the expansion
of our business. A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact
our business.
In addition, Israel is experiencing a level of
unprecedented political instability. The Israeli government has been in a transitionary phase since December 2018, when the Israeli Parliament,
or the Knesset, first resolved to dissolve itself and call for new general elections. Since then, Israel held general elections four times
– in April and September of 2019, in March of 2020 and in March of 2021. The Knesset has not passed a budget for the year 2021,
and certain government ministries, which may be critical to the operation of our business, are without necessary resources and may not
receive sufficient funding moving forward. In the event that the current political stalemate is not resolved during 2021, our ability
to conduct our business effectively may be adversely affected.
Finally, many Israeli citizens are obligated to
perform several days, and in some cases more, of annual military reserve duty each year until they reach the age of 40 (or older, for
reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active
duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible
that there will be military reserve duty call-ups in the future. Our operations could be disrupted by such call-ups, which may include
the call-up of members of our management. Such disruption could materially adversely affect our business, prospects, financial condition
and results of operations.
Our operations are subject to currency
and interest rate fluctuations.
We incur expenses in U.S. dollars and NIS, but
our financial statements are denominated in U.S. dollars. The U.S. dollar is our functional currency. However, as we also incur expenses
in NIS, we are affected by foreign currency exchange fluctuations through both translation risk and transaction risk. As a result, we
are exposed to the risk that the NIS may appreciate relative to the dollar, or, if the NIS instead devalues relative to the dollar, that
the inflation rate in Israel may exceed such rate of devaluation of the NIS, or that the timing of such devaluation may lag behind inflation
in Israel. In any such event, the dollar cost of our operations in Israel would increase and our dollar-denominated results of operations
would be adversely affected.
It may be difficult to enforce a judgment of a United States
court against us and our officers and directors to assert United States securities laws claims in Israel or to serve process on our officers
and directors and these experts.
Our executive office, corporate headquarters and
manufacturing facilities are located in Israel. In addition, all of our officers and directors are residents of Israel. All of our assets
and most of the assets of these persons are located in Israel. Service of process upon us or our non-U.S. resident directors and
officers and enforcement of judgments obtained in the United States against us or our non-U.S. our directors and executive officers may
be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert
claims under U.S. securities laws in original actions instituted in Israel, or obtain a judgment based on the civil liability provisions
of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us or
our non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an
Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found
to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain
matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described
above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered
against us or our non-U.S. officers and directors.
Moreover, an Israeli court will not enforce a non-Israeli
judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional
cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in
the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties,
or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action
was brought.
General Risk Factors
We operate in a competitive industry.
While we believe that
we are the only developer and manufacturer of UASs capable of pinpoint accurate firing of light weapons, the UAS market generally in which
we participate is highly competitive and becoming more so. This market is also characterized by rapid and innovative technological change.
If we are unable to improve existing systems and products and develop new systems and technologies in order to meet evolving customer
demands, our business could be adversely affected. In addition, our competitors could introduce new products with innovative capabilities,
which could adversely affect our business. We compete with many large and mid-tier defense companies on the basis of system performance,
cost, overall value, delivery and reputation. Many of these competitors are larger and have greater resources than us, and therefore may
be better positioned to take advantage of economies of scale and develop new technologies.
Undetected problems in our products could impair our financial
results and give rise to potential product liability claims.
If there are defects in
the design, production or testing of our products and systems, we could face substantial repair, replacement or service costs, potential
liability and damage to our reputation. Defects or malfunctioning of our products, if they were to occur, would likely result in significant
damage and loss of life. We may not be able to obtain product liability or other insurance to fully cover such risks, and our efforts
to implement appropriate design, testing and manufacturing processes for our products or systems may not be sufficient to prevent such
occurrences, which could have a material adverse effect on our business, results of operations and financial condition.
Our business depends on proprietary technology that may be infringed.
Many of our systems and
products depend on our proprietary technology for their success. Like other technology-oriented companies, we rely on a combination of
trade secrets, copyrights and trademarks, together with non-disclosure agreements, confidentiality provisions in sales, procurement, employment
and other agreements and technical measures to establish and protect proprietary rights in our products. While we are in the process of
seeking patents for our technology, there is no guarantee that such patents will be granted. Our ability to successfully protect our technology
may be limited because:
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intellectual property laws in certain jurisdictions may be relatively ineffective;
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detecting infringements and enforcing proprietary rights may divert management’s attention and company resources;
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contractual measures such as non-disclosure agreements and confidentiality provisions may afford only limited protection;
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any patents we may receive will expire, thus providing competitors access to the applicable technology;
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competitors may independently develop products that are substantially equivalent or superior to our products or circumvent our intellectual property rights; and
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competitors may register patents in technologies relevant to our business areas;
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In addition, various parties may assert infringement
claims against us. The cost of defending against infringement claims could be significant, regardless of whether the claims are valid.
If we are not successful in defending such claims, we may be prevented from the use or sale of certain of our products, or liable for
damages and required to obtain licenses, which may not be available on reasonable terms, any of which may have a material adverse impact
on our business, results of operation or financial condition.
Potential product liability claims could adversely affect our
future earnings and financial condition.
We face an inherent business
risk of exposure to product liability claims in the event that the use of our products results in adverse effects. We may not be
able to maintain adequate levels of insurance for these liabilities at reasonable cost and/or reasonable terms. Excessive insurance
costs or uninsured claims would add to our future operating expenses and adversely affect our financial condition.
We rely on highly skilled personnel and, if we are unable to
retain or motivate key personnel or hire additional qualified personnel, we may not be able to grow effectively.
Our performance is largely
dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify,
hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively
depends on our ability to retain and motivate existing employees. Due to our reliance upon skilled laborers, the failure to attract, integrate,
motivate, and retain current and/or additional key employees could have a material adverse effect on our business, operating results and
financial condition. We do not maintain key person life insurance for any of our employees.
Our management team may not be able to successfully implement
our business strategies.
If our management team is unable to execute on
its business strategies, then our development, including the establishment of revenues and our sales and marketing activities would be
materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other
process control issues presented by any future growth. We may seek to augment or replace members of our management team or we may lose
key members of our management team, and we may not be able to attract new management talent with sufficient skill and experience.
Significant disruptions of our information technology systems
or breaches of our data security could adversely affect our business.
A significant invasion, interruption, destruction
or breakdown of our information technology systems and/or infrastructure by persons with authorized or unauthorized access could negatively
impact our business and operations. We could also experience business interruption, information theft and/or reputational damage from
cyber-attacks, which may compromise our systems and lead to data leakage either internally or at our third-party providers. Our systems
have been, and are expected to continue to be, the target of malware and other cyber-attacks. Although we have invested in measures to
reduce these risks, we cannot assure that these measures will be successful in preventing compromise and/or disruption of our information
technology systems and related data.
The requirements of being a public company may strain our resources
and distract management.
As a public company, we are subject to the reporting
requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”). These requirements are extensive. The Exchange Act requires that we file annual, quarterly and current reports with respect
to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures
and internal controls over financial reporting.
We may incur significant costs associated with
our public company reporting requirements and costs associated with applicable corporate governance requirements. We expect all of
these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities
more time consuming and costly. This may divert management’s attention from other business concerns, which could have a material
adverse effect on our business, financial condition and results of operations. We also expect that these applicable rules and regulations
may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept
reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may
be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are
currently evaluating and monitoring developments with respect to these rules, and we cannot predict or estimate the amount of additional
costs we may incur or the timing of such costs.
Future changes in financial accounting standards or practices
may cause adverse unexpected financial reporting fluctuations and affect reported results of operations.
A change in accounting standards or practices can
have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New
accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes
to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct business.
USE OF PROCEEDS
We will not receive any proceeds neither from the
sale of the 18,200,592 shares of Common Stock subject to resale by the Selling Stockholders under this prospectus. We will incur all costs
associated with the preparation and filing of the registration statement of which this prospectus is a part. Brokerage fees, commissions
and similar expenses, if any, attributable to the sale of shares offered hereby will be borne by the applicable Selling Stockholders.
MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our
Common Stock is traded on the over-the-counter market with quotations published on the OTC Markets Group, Inc.’s OTCQB tier
Venture Market, under the symbol “USDR.”
Holders
As
of April 27, 2021, there were 143 stockholders. This figure includes an indeterminate number of stockholders who hold their shares in
“street name.”
Dividends
We have not paid dividends
on our common stock since inception and the Company does not intend to pay any dividends to its stockholders in the foreseeable future.
The Company currently intends on retaining earnings, if any, to reinvest in its development and growth. The declaration of dividends in
the future will be at the election of our board of directors and will depend upon our earnings, capital requirements, financial position,
general economic conditions, and other factors the board of directors deems relevant.
Equity Compensation Plans
We do not have in effect
any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our
financial condition and results of operations should be read together with our financial statements and the related notes and the other
financial information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various
factors, including those discussed below and elsewhere in this prospectus, particularly those under “Risk Factors.” All amounts
are in U.S. dollars and rounded.
Readers are urged to carefully review and consider
the various disclosures made by us in this report and in our other reports filed with the SEC. Important factors currently known to management
could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results
over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No
assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.
Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing
for our products, and competition.
The following discussion provides information
that management believes is relevant to an assessment and understanding of our past financial condition and plan of operations. The discussion
below should be read in conjunction with the financial statements and accompanying notes contained elsewhere in this prospectus.
Company Overview
On March 9, 2020, Duke and certain shareholders
of Duke entered into the Share Exchange with the Company, pursuant to which approximately 99% of the issued and outstanding shares of
common stock of Duke were purchased by the Company in exchange for shares of the Company’s common stock, resulting in Duke becoming
a subsidiary of the Company. Following the Share Exchange, the Company has adopted the business plan of Duke.
On April 29, 2020, the Company, Duke, and UAS Sub,
entered into the Merger Agreement, pursuant to which UAS Sub was to merge, upon the satisfaction of customary closing conditions, with
and into Duke. Upon closing of the Short-Form Merger, each outstanding share of UAS Sub’s common stock, par value $0.0001 per share,
was to be converted into and become one share of common stock of Duke, with Duke surviving as a wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement, the Company intended to acquire the remaining outstanding shares of Duke held by certain stockholders
of Duke that did not participate in the Share Exchange Agreement. At the closing of the transaction contemplated by the Merger Agreement,
the Company was to issue 63,856 shares to certain Duke stockholders, and Duke will become a wholly owned subsidiary of the Company. On
June 25, 2020, Duke filed a Certificate of Merger with the State of Delaware, and consequently, Duke became a wholly-owned subsidiary
of the Company and the Short-Form Merger was consummated.
As the result of the Share Exchange and the change
in business and operations of the Company, a discussion of the past financial results of the Company is not pertinent, and under applicable
accounting principles the historical financial results of Duke, the accounting acquirer, prior to the Share Exchange are considered the
historical financial results of the Company.
Operating Results
The selected historical financial information presented
below is derived from the Company’s audited consolidated financial statements for the year ended December 31, 2020 and Duke’s
audited consolidated financial statements for the year ended December 31, 2019. The data set forth below should be read in conjunction
with the financial statements and accompanying notes elsewhere in this prospectus.
Comparison of the year ended December 31, 2020 to the year ended
December 31, 2019
Revenues. We had no revenues for the year
ended December 31, 2020. During the year ended December 31, 2019, we derived revenues from demonstrations of our technology to a potential
customer of $112,000.
Cost of Revenues. During the year ended
December 31, 2020, we had no cost of revenues expenses, compared to $105,000 for the year ended December 31, 2019, which consisted primarily
of direct costs relating to the demonstration projects including components and equipment purchased from suppliers, sub-contractors and
labor costs. The decrease in our cost of revenues expenses for the year ended December 31, 2020, compared to the year ended December 31,
2019, is mainly as a result of the Company’s efforts towards the consummation of the Share Exchange, the filing of a Registration
Statement on Form S-1 and the consummation of the Short-Form Merger pursuant to which Duke became our wholly-owned subsidiary, resulting
in a temporary freeze of our operations.
Research and Development. During the year
ended December 31, 2020, we had no research and development expenses, compare to $75,000 in research and development expenses for the
year ended December 31, 2019. Our research and development expenses, for the year ended December 31, 2019, consisted primarily of salaries
and related expenses and professional services. The decrease in our research and development expenses for the year ended December 31,
2020, compared to the year ended December 31, 2019, is mainly as a result of the Company’s efforts towards the consummation of the
Share Exchange, the filing of a Registration Statement on Form S-1 and the consummation of the Short-Form Merger pursuant to which Duke
became our wholly-owned subsidiary, resulting in a temporary freeze of our research and development operations.
General and Administrative Expenses. For
the year ended December 31, 2020, our general and administrative expenses amounted to $1,305,000, of which $645,000 were related to stock-based
compensation expenses, and were $961,000 for the year ended December 31, 2019, of which $540,000 related to stock-based compensation expenses.
This increase in general and administrative expenses for the year ended December 31, 2020 was mainly due to an increase in stock-based
compensation of $105,000 and of legal and other professional expenses of $309,000, and offset by a decrease in rent and office maintenance
of $82,000.
Financial Expenses. For the year ended December
31, 2020 and 2019, our financial expense amounted to $63,000 and $82,000, respectively.
Net Loss. For the year ended December 31,
2020 and 2019, we recorded a net loss of $1,368,000 and $1,111,000, respectively, which represented an increase compared to the year ended
December 31, 2019, of $257,000.
Critical Accounting Policies
This MD&A of Financial Condition and Results
of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”). In connection with the preparation of our financial statements, we were required
to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue,
expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other
factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management
reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and
in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could
differ from our assumptions and estimates, and such differences could be material. As applicable to the consolidated financial statements
included elsewhere in this prospectus, the most significant estimates and assumptions relate to the going concern assumptions, convertible
loans Derivative Liabilities and Fair Value of Financial Instruments and Instruments with Down Round Features.
Our significant accounting policies are discussed
in Note 2, “Summary of Significant Accounting Policies,” of the notes to consolidated financial statement, which are incorporated
by reference into this prospectus. Our management believes that, as for the financial statements for the periods included in this prospectus,
the “going concern” assessment and accounting for Derivative Liabilities and Fair Value of Financial Instruments are critical
accounting policies. However, due to the early stage of operations of our Company, there are no other accounting policies that are considered
to be critical accounting policies by management.
Going Concern Uncertainty
The development and commercialization of our product
will require substantial expenditures. We have not yet generated any material revenues and have incurred substantial accumulated deficit
and negative operating cash flows. We currently have no sources of recurring revenue and are therefore dependent upon external sources
for financing its operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations.
As a result, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Liquidity and Capital Resources
Since inception, we have devoted substantially
all our efforts to research and development and is still in the development stage. We have incurred accumulated losses since inception
of $5,131,000 and the extent of its future operating losses and the timing of becoming profitable are uncertain. These conditions raise
substantial doubt about our ability to continue to operate as a going concern. Our ability to continue operating as a “going concern”
is dependent on several factors, among them is the ability to raise sufficient additional funding. Our financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
During the year ended December 31, 2020, our loss
of $1,368,000 included non-cash stock-based compensation of $645,000. As of December 31, 2020, we had a negative working capital of $1,176,000,
as compared to a negative working capital of $1,491,000 as of December 31, 2019.
As of December 31, 2020, we had a cash balance
of $105,000 compared to the cash balance of $23,000 as of December 31, 2020. We have no cash equivalents.
Since our inception we and Duke have funded our
operations through bank loans, loans provided by its shareholders and demonstration projects of its technology to potential customers.
On August 5, 2015, Duke obtained a loan from an
Israeli bank pursuant to which NIS 250,000 ($65,000) was provided at a variable annual rate of 3.6%. The loan was repaid in August 2020.
On February 29, 2016, Duke signed a loan agreement
with an Israeli bank pursuant to which NIS 500,000 ($128,000) was provided at a variable annual rate of 4.25%. The loan was repaid in
full in February 2021.
As of December 31, 2020, the outstanding balance
of the bank loans stood at $6,000 and as of December 31, 2019 at $37,000.
Since Duke’s inception until 2017, certain
Duke stockholders provided loans (“Stockholders’ Loans”) on an as needed basis. Loans in the amount of $685,000 bear
an annual fixed interest of 3% and loans in the amount of $313,000 bear an annual interest rate as defined in Section 3(j) of the Israeli
tax ordinance, which is currently at 2.62%.
Before entering into the Share Exchange, Duke entered
into debt cancellation letters (the “Debt Cancellation Letters”) with regard to the Stockholders Loans. Pursuant to the Debt
Cancellation Letters the accumulated interest on the Stockholders’ Loans was waived and 842,135 shares of Duke’s common stock
were issued in exchange for the cancellation of $623,180 in debt, leaving $280,000 of outstanding Stockholders Loans (the “Outstanding
Stockholders’ Loans”). The Outstanding Stockholders’ Loans, including the accumulated interest amount, shall be repaid
on the earlier of the following: (i) three years after the Effective Date; or (ii) Duke raised capital amounting to at least $15 million
following the Effective Date and the Earnings before interest, tax, depreciation and amortization of Duke has reached an amount of $3
million.
As of December 31, 2020, and December 31, 2019,
the outstanding balances of such stockholders’ loans were $288,000 and $1,006,000, respectively.
In connection with the Share Exchange, immediately
prior to the Effective Time, we entered into the Convertible Loan Agreements. The terms of the Convertible Loan Agreements require repayment
of the borrowed amount by the one-year anniversary of the Effective Time, unless, at our discretion, and subject to our compliance with
any and all terms of the material terms of the Convertible Loan Agreements, the term of such loans is extended for an additional twelve
(12) month period. The terms of the Convertible Loan Agreements also provide that we may repay any portion of the remaining outstanding
loan amount, without penalty, provided, however, that we provide the specific lender with three business days’ written notice prior
to such repayment, during which time the lender may elect to convert any or all of the outstanding loan amount into shares of our common
stock. The Convertible Loan Agreements bear simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar
month. On December 9, 2020, we utilized our rights under the Convertible Loan Agreements and extended the terms of the loans for an additional
twelve months.
The lenders will have the option to convert the
unpaid balance of their respective Convertible Loans into shares of our common stock based on the lower of (A) lowest effective price
per share set in connection with any funds raised by our during the six (6) months following the Effective Time. “Effective price”
per share means (i) if only shares of our common stock are sold in a transaction, the amount actually received in cash by our and (ii)
if shares of our common stock are sold in a transaction and, in connection therewith additional securities or rights are sold or otherwise
issued, the amount actually received in cash by us, for the shares of our common stock and such additional rights upon their issuance,
reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes option pricing model or another
method determined by us in good faith), in each case divided by the number of shares of our common stock issued in such transaction; (B)
80% of the lowest effective price per share set in connection with any funds raise by USDR at any time subsequent to six (6) months following
the Effective Time until such time as the loans outstanding under all of the Convertible Loan Agreements are fully repaid or otherwise
converted provided, however, that such price per share shall not be available in the event of an issuance of Alternative Securities to
the lender); (C) a price per share reflecting our post-money valuation of $15,000,000 following the next investment in us following the
Effective Time; or (D) the conversion price, as adjusted for a Dilutive Event, under the New Debentures. The conversion price is currently
$0.374. As of March 30, 2021, the Convertible Loan Agreements have an aggregate outstanding principal balance of $835,000.
Also, in connection with the Share Exchange, we
entered into the Alpha Agreement and GBC Agreement, pursuant to which it issued to each party shares of common stock and the New Debentures
in the aggregate amount of $400,000, which mature three years from the Effective Time and have an interest rate of 8% per year. The New
Debentures have an Original Conversion Price but may be adjusted in the event of a Dilutive Event. As of March 30, 2021, the New Debentures
have an aggregate outstanding principal balance of $200,000.
The spread of COVID-19 throughout the world may
result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect our business,
financial condition and results of operations especially regarding its ability to obtain the necessary finance to continue Duke’s
operations. The extent to which COVID-19 impacts the Company’s business will depend on future developments, which are highly uncertain
and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19
or treat its impact, among others.
We intend to continue to undertake efforts to raise
additional funding; provided, however, that there can be no assurance that we will be able to raise capital, or that any capital raise
will be on favorable terms or on terms that do not create further dilution to our stockholders. In addition, we do not know if the COVID-19
pandemic will have a material effect on our ability to raise capital or if this will require us to raise capital on terms less favorable
to us as a result of global market conditions or as a result of the direct effect, if any, of COVID-19 on our business.
Off-balance Sheet Arrangements
We have no off-balance
sheet arrangements.
Quantitative and Qualitative Disclosure about Market Risk
Not applicable to smaller
reporting companies.
Financial Statements and Supplementary Data.
All information required
by this item is included in Item 16 of Part II of this prospectus and is incorporated into this item by reference.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
During the year ended December 31, 2020, there
were no changes in and disagreements with accountants on accounting and financial disclosures or otherwise.
Effective March 9, 2020, and in connection with
the closing of the Share Exchange, the Company’s board of directors effected a change to its independent registered public accounting
firm from D. Brooks and Associates CPAs, P.A. (the “Former Auditor”) to Halperin Ilanit CPA (the “New Auditor”).
During the fiscal years ended December 31, 2019
and 2018 and the subsequent interim period through March 9, 2020, there were (i) no “disagreements” (as that term is defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports
on the Company’s financial statements and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v)
of Regulation S-K and the related instructions), except for the material weakness in internal control over financial reporting related
to inadequate segregation of duties consistent with control objectives and ineffective controls over period-end financial reporting and
disclosure processes, as disclosed in Item 9A of each of the Company’s Annual Reports on Form 10-K for the years ended December
31, 2019 and December 31, 2018.
The Company provided the Former Auditor with a
copy of the Current Report on Form 8-K that it filed on March 10, 2020, which contained the above disclosure, prior to filing with the
SEC and requested that the Former Auditor furnish us with a letter addressed to the SEC stating whether the Former Auditor agrees with
the statements in the Current Report on Form 8-K that was filed on March 10, 2020. The letter from the Former Auditor was filed as Exhibit
16.1 to the Current Report on Form 8-K filed on March 10, 2020 and it is incorporated by reference into this prospectus.
During the fiscal years ended December 31, 2019
and 2018 and the subsequent interim period through March 9, 2020, neither the Company, nor anyone on its behalf, consulted the New Auditor
regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided
to the Company by the New Auditor that the New Auditor concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a “disagreement” (as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that
term is defined in Item 304(a)(1)(v) of Regulation S-K).
BUSINESS
Corporate Overview
We are a robotics company dedicated to the development
of an advanced robotics system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. Our advanced
robotics system is able to achieve pinpoint accuracy regardless of the movement of the weapons platform or the target.
We were founded in 2014 as Unlimited Aerial Systems,
LLP (“UAS LLP”), and until the consummation of the Share Exchange Agreement (as hereinafter defined), we were a developer
and manufacturer of commercial unmanned aerial systems, or drones, with the goal of providing a superior Quadrotor aerial platform at
an affordable price point in the law enforcement and first responder markets.
On March 9, 2020, we closed on the Share Exchange
Agreement (the “Share Exchange Agreement”), pursuant to which Duke Robotics, Inc., a Delaware corporation (“Duke”)
became our majority-owned subsidiary (the “Share Exchange”). Such closing date is referred to as the “Effective Time.”
As a result of the Share Exchange, the Company adopted the business plan of Duke.
On April 29, 2020, we, Duke, and UAS Acquisition
Corp., a Delaware corporation and our wholly-owned subsidiary (“UAS Sub”), executed an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which UAS Sub was to merge, upon the satisfaction of customary closing conditions, with and into Duke,
with Duke surviving as our wholly-owned subsidiary (the “Short-Form Merger”). Pursuant to the Merger Agreement, we intended
to acquire the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate in the Share Exchange.
On June 25, 2020, Duke filed a Certificate of Merger with the State of Delaware, and consequently, Duke became our wholly-owned subsidiary
and the Short-Form Merger was consummated.
Duke has a wholly-owned subsidiary, Duke Airborne
Systems Ltd. (“Duke Israel”), which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary
of Duke after its incorporation. Our mailing address is 1 Etgar Street (1st Floor), Tirat-Carmel, Israel 3903212, and our telephone number
is 011-972-4-8124101. Our web site address is https://dukeroboticsys.com/.
Company Overview
Until the consummation
of the Share Exchange, we were a developer and manufacturer of commercial unmanned aerial systems, or drones, with the goal of providing
a superior Quadrotor aerial platform at an affordable price point in the law enforcement and first responder markets. Following the Share
Exchange, we adopted the business plan of Duke. Duke is a robotics company dedicated to the development of an advanced robotics stabilization
system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. Our advanced robotics system is able
to achieve pinpoint accuracy regardless of the movement of the weapons platform or the target.
In late 2016, we began
working with a flight training company in the western U.S. We sent one of our inventory Quadrotors to them with the intention of: (1)
allowing them to use our drone in their training courses, specifically with law enforcement and first responder professionals; (2) obtaining
feedback on performance and operating characteristics of our drone with the intention of improving the product for future generations;
and (3) seeking sales of additional Quadrotors to this company or its clients. During 2018 and 2019, the Company did not sell any drones.
Although the first product
has been designed to be used by an unmanned aerial system (a “UAS”), the robotic solutions are also adaptable to other military
vehicles, boats and stationary environments, as well as civilian purposes, such as, high definition, high-end stabilized cameras. We believe
that the system is to small arms and light weapons (e.g., weapons weighing less than 9 kilograms, or kg, or approximately 19.9 pounds)
as drones are to air-to-ground missiles.
We have completed our
first generation of our robotic systems. Prior to marketing our systems to potential customers, for security reasons, we are required
to obtain various governmental approvals for each sale. We have filed marketing applications with the Israeli Ministry of Defense (“IMOD”)
and as a result thereof, currently hold marketing approvals for about 50 countries, including the United States. Currently, our commercialization
efforts are primarily focused on the U.S. market, with secondary efforts outside of the United States focused primarily on Western Europe.
On January 29, 2021, we, through Duke Israel, and
Elbit Systems Land Ltd., an Israeli corporation (“Elbit”), entered into a collaboration agreement (the “Collaboration
Agreement”) for the global marketing and sales, and the production and further development of our developed advanced robotic system
mounted on an UAS, armed with lightweight firearms, which we market under the commercial name “TIKAD.”
Market Opportunity
The classic confrontation
of army against army has become rare, while guerilla (or asymmetric) warfare has unfortunately become commonplace. Further, the foreign
policy of the United States and other countries is increasingly designed around the parameter of not employing “boots on the ground”
while at the same time minimizing collateral damage. The United States and other countries around the world have significantly increased
their use of UASs for intelligence gathering, surveillance and tactical applications, such as delivery of heavy ordnance bombs and missiles.
The use of UASs to fire small arms and light weapons from the air, however, has not yet become a viable option. Our technology thus addresses
a crucial need of modern warfare to bring a wide range of weapons other than bombs and missiles to bear on remote hostile targets without
risk to the military personnel deploying the weapons, while at the same time minimizing collateral damage. In addition, the rapid evolution
of small unmanned air systems (“sUAS”) technologies, along with their size and low cost, enables novel concepts of employment
that present challenges to current defense systems, creating new asymmetric threats for warfighters. Our system also addresses this crucial
need for counter sUAS solutions and offers a kinetic interception, or “drone kill drone,” capability for defeating enemy sUAS.
Our system was designed
with input from veterans of Israel’s elite special mission units. It is operated intuitively via a touch-based tablet, which serves
as its control unit. Minimal prior training is required in order to operate the robot. In June 2016, our robot mounted on our UAS Octocopter
platform was awarded the top prize at the Combating Terrorism Technology Conference sponsored by the United States Defense Department’s
Combating Terrorism Technical Support Office, Israel’s Ministry of Defense Directorate of Defense Research and Development and the
MIT Enterprise Forum of Israel.
Products
UAS Octocopter Integrated with Six Degrees of Freedom (“6
DOF”) Robotic Gimbal
Our special purpose UAS
Octocopter (DK-HIPPOGRIFF) integrates for operational usage with our 6 DOF robot and is intended primarily for Military and homeland security
purposes. Our lightweight robot allows accurate firing from various configurations consisting of UAS-mounted, land-mounted on light all-terrain
vehicles and sea-mounted on boats. The robot is mounted on our UAS Octocopter platform, a combined system which we market under the commercial
name “TIKAD.”
In addition to the various
configurations and mounting options, the robots also permit the utilization of a wide range of small arms, light weapons and shotguns,
with lethal and less lethal ammunition, with a maximum weight of nine (9) kilograms (approximately twenty (20) pounds). The combination
of our robot, along with our stabilization platform and software, provides a unique firing platform that permits precision firing regardless
of weather conditions or other variables.
Additionally, our robot
may also be utilized as a ground sniper platform. Since the robot is a standalone unit, it can be mounted on a patrol or attack vehicle
or be positioned at a strategic location. The capability of remote operation without the need to expose the operator to tactical danger
can replace troops in different settings. This capability may reduce the number of casualties due to “friendly fire” incidents
and may also significantly reduce exposure and risk to combat troops. Our robot is controlled by a remote-control device that permits
the user to exert full control over its functions, including arming the robot as well as control the firing mechanism.
Our lightweight robot
can also be used for civilian purposes and bring solutions that do not yet exist for different tasks that require high-end stabilization,
such as: vertical takeoff and landing (“VTOL”) robotic landing gear for drones, VTOL aircrafts and medical aid robotic uses.
We do not initially intend to focus on the sale of the robot for civilian purposes but expect our sales of the robot to increase as additional
product options expand. We will also address, as needed, evolving regulation of civilian UASs.
TIKAD mounted with M4 5.56mm Assault Rifle and
the Control Unit
Assembly and Testing
Currently, we assemble
both our robots and UAS Octocopter at our facilities in Israel. We outsource the production of certain components to third-party manufacturers,
from which we purchase supplies and custom-made machined parts required for the production of our robots and UAS Octocopter, all of which
we assemble with the final product in our facilities. We currently source our parts and materials from approximately twenty (20) suppliers
located primarily in the United States, Europe, Israel and China. We are not, however, dependent on any single manufacturer. In addition,
while the components we purchase are built according to our specific designs and requests, we believe the components and materials we
purchase are common in nature and can easily be obtained from alternative suppliers, if necessary. Components are tested and approved
against the expected points of failure during extended and aggressive operations. For example, we test items such as the load carrying
capacity of our products as well as various software components. After the lab testing phase, the robot and UASs undergoes a series of
field tests which examine the operation of each function. Results are combined with multi-phased airborne testing.
In addition, we have not
executed supply agreements with our third-party suppliers. More importantly, our proprietary and confidential complex kinematic algorithms
and control software is our most valuable intellectual property. We have built an in-house laboratory to support the assembly and commercialization
of our products. We believe that the current size and capacity of our in-house laboratory, located at our facilities in Israel, will be
sufficient to support all of our commercialization activities in the near future.
Market Strategy
We expect that our growth
will initially derive from sales of TIKAD (our robot mounted on UAS Octocopter platform), and later from sales of our robot mounted on
other platforms, such as light all-terrain vehicles and sea-mounted on boats.
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Focus
on sales in the United States. We believe that the United States military will be our lead and reference customer. The United
States alone presents a significant and diverse market opportunity – special operation forces units, various counter-terrorism
(federal, state and city) units, regular local police forces (the use of less-lethal weapons), U.S. Army, National Guard, U.S. Navy,
Coast Guard and the Border Police.
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Sales
to NATO. We believe adoption of our products in the United States will open the markets in countries that are U.S. allies such as
the NATO countries.
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Civilian
Market. We believe that our robot, due to its novel and unique capabilities, including stabilization of six degrees of freedom in
real-time, can bring solutions that do not yet exists for different tasks that require high end stabilization, such as VTOL robotic landing
gear for drones and aircraft that enables take-offs and landings on uneven terrain and on steep slopes and medical uses for robotic procedures
which need high accuracy.
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Intellectual Property
Our success depends, at
least in part, on our ability to protect our proprietary technology and intellectual property, and to operate without infringing or violating
the proprietary rights of others. We rely on a combination of trade-secrets, know-how, and other contractual rights (including confidentiality
and invention assignment agreements) to protect our intellectual property rights. We also restrict access to our sensitive intellectual
property information to our most senior management.
To protect certain key
technologies, we have submitted a U.S. patent Application for stabilization system patents, which is pending. We do not know whether any
of our current or future patent applications will result in the issuance of any patents.
Sales and Marketing
Marketing and sales efforts
are currently concentrated on TIKAD. Our robot has been designated as a unique system by the IMOD and has received official approval as
the sole supplier of this solution to the IMOD. The IMOD has also publicly endorsed our combined robotic and UAS system, which we market
under the commercial name TIKAD, as an innovative future battlefield technology that may be implemented by the Israeli Defense Forces
(the “IDF”).
We are currently in the
process of building up our sales and marketing infrastructure primarily in the United States. This includes cooperation with agents, distributors
and resellers of products that are experienced in our market. We have engaged an experienced U.S.-based strategic consultant for U.S.
Government and Customer relations with a proven track record in the Defense market. We intend to focus our sales efforts in the United
States because the U.S. military in general and special operation forces units in particular are expected to be our largest customers,
both in our early commercialization stage and for the foreseeable future.
Competition
While we believe that
our products are novel, and that we have unique knowledge of military operational demands and challenges and years of developing complex
military airborne systems and advanced robotics, the defense industry is a competitive environment. Competition is based on product and
program performance, price, reputation, reliability, life cycle costs, overall value to the customer and responsiveness to customer requirements.
This includes the ability to respond to rapid changes in technology. In addition, our competitive position sometimes may be affected by
specific requirements in particular geographic and product markets.
Continuing consolidation
in the defense industry has affected competition. In addition, many major prime contractors are increasing their in-house capabilities.
These factors have decreased the number but increased the relative size and resources of our competitors. We plan to continually adapt
to market conditions by adjusting our business strategy to changing market conditions. In addition, we plan to seek to enter into strategic
partnership and cooperation agreements that we believe can assist us in overcoming the challenges of competing in our industry. We also
anticipate continued competition in defense markets due to declining defense budgets in many countries.
Our competitors, either
alone or through their strategic partners, might have substantially greater name recognition and financial, technical, manufacturing,
marketing and human resources than we do. These entities may also have significantly greater experience and infrastructure in commercializing
defense products, obtaining regulatory approval for those products and commercializing those products around the world.
Government Regulation
Government Contracting
Regulations. We operate under laws, regulations and administrative rules governing defense and other government contracts,
mainly in Israel and the United States. Some of these carry major penalty provisions for non-compliance, including disqualification from
participating in future contracts. In addition, our participation in governmental procurement processes in Israel, the United States and
other countries is subject to specific regulations governing the conduct of the process of procuring defense and homeland security contracts.
Israeli Export Regulations. Israel’s
defense export policy regulates the sale of a number of our systems and products. Current Israeli policy encourages exports to approved
customers of defense systems and products such as ours, as long as the export is consistent with Israeli government policy. Subject to
certain exemptions, a license is required to initiate marketing activities. We also must receive a specific export license for defense
related hardware, software and technology exported from Israel. Israeli law also regulates export of “dual use” items (items
that are typically sold in the commercial market but that also may be used in the defense market). We have filed marketing applications
with the IMOD and have already received marketing approvals for about fifty (50) countries including the U.S. It is expected that in the
mid-term more than seventy-five (75%) of our revenue will be derived from exports subject to Israeli export regulations.
Approval of Israeli
Defense Acquisition. The Israeli Defense Entities Law (Protection of Defense Interests) establishes conditions for the approval
of an acquisition or transfer of control of an entity that is determined to be an Israeli “defense entity” under the terms
of the law. Designation as a “defense entity” is to occur through an order to be issued jointly by the Israeli Prime Minister,
Defense Minister and Economy Minister. Although no such orders relating to us have been issued as of the date hereof, it is possible that
our Israeli subsidiary may be designated as a “defense entity” under the law. An order (pursuant to the law) would establish
conditions and restrictions regarding non-Israeli control of our Israeli subsidiary. For example, Israeli government approval might be
required for acquisition of twenty-five percent (25%) or more of the voting securities or a smaller percentage of shares of common stock
that grant “means of control” in the Company, if such were to directly affect the control of our Israeli subsidiary. Means
of Control for the purposes of the law includes the right to control the vote at a shareholders’ meeting or to appoint a director.
Approval of U.S.
and Other Defense Acquisitions. Many countries in addition to Israel also require governmental approval of acquisitions of
local defense companies or assets by foreign entities. Mergers and acquisitions of certain types of defense related businesses in the
U.S. are subject to the Foreign Investment and National Security Act (“FINSA”). Under FINSA, foreign acquisitions of certain
types of defense related businesses in the U.S. require review, and in some cases approval, by the Committee on Foreign Investment in
the United States (“CFIUS”). In that regard, if a foreign entity attempts to acquire us or all of our domestic assets, such
transactions may be subject to FINSA, and in certain instances CFIUS has the authority to order divestment and cancellation of the transaction.
“Buy American”
Laws. The U.S. “Buy American” laws impose price differentials or prohibitions on procurement of products purchased
under U.S. government programs. The price differentials or prohibitions apply to products that are not made in the United States or that
do not contain U.S. components making up at least fifty percent (50%) of the total cost of all components in the product. However, a Memorandum
of Agreement between the United States and Israeli governments waives the “Buy American” laws for specified products, including
most of the products we are currently selling in the United States.
Procurement Regulations. Solicitations
for procurements by governmental purchasing agencies in Israel, the United States and other countries are governed by laws, regulations
and procedures relating to procurement integrity, including avoiding conflicts of interest, corruption, human trafficking and conflict
minerals in the procurement process. Such regulations also include provisions relating to information assurance and for the avoidance
of counterfeit parts in the supply chain.
Anti-Bribery Regulations. We
conduct operations in a number of markets that are considered high risk from an anti-bribery compliance perspective. Laws and regulations
such as the Israel Penal Code, the Organization for Economic Cooperation and Development (“OECD”) Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act
and corresponding legislation in other countries, prohibit providing personal benefits or bribes to government officials in connection
with the governmental procurement process. Israeli defense exporters, like ourselves, are required to maintain an anti-bribery compliance
program, including specific procedures, record keeping and training.
Audit Regulations. The
IMOD may audit our books and records relating to its contracts with us. Our books and records and other aspects of projects that will
be related to the U.S. defense contracts will be subject to audit by U.S. government audit agencies. Such audits review compliance with
government contracting cost accounting and other applicable standards. If discrepancies are found this could result in a downward adjustment
of the applicable contract’s price. Some other customers have similar rights under specific contract provisions.
Civil Aviation Regulations. Several
of our products for commercial aviation applications are subject to flight safety and airworthiness standards of the U.S. Federal Aviation
Administration and similar civil aviation authorities in Israel, Europe and other countries.
Environmental, Health
and Safety Regulations. We are subject to a variety of environmental, health and safety laws and regulations in the jurisdictions
in which we have operations. This includes regulations relating to air, water and ground contamination, hazardous waste disposal and other
areas with a potential environmental or safety impact.
Employees
We currently have one full-time
employees and have three (3) executive officers, our Chief Executive Officer, our Chief Technology Officer and our Chief Financial Officer.
We hire freelance contractors and consultants in order to limit our operating expenses and therefore allowing us to scale as necessary.
We maintain long-term relationships with these freelance contractors and consultants.
All of our consulting
agreements include undertakings with respect to non-competition and assignment to us of intellectual property rights developed in the
course of employment and confidentiality. The enforceability of such provisions is limited for some employees by Israeli law.
Emerging Growth Company
We are and we will remain
an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), until
the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject
to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii)
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv)
the date on which we are deemed a “large accelerated filer” (with at least $700 million in public float) under the Exchange
Act.
As an “emerging
growth company,” we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally
to public companies. These provisions include:
|
●
|
only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;
|
|
●
|
reduced disclosure about our executive compensation arrangements;
|
|
●
|
no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and
|
|
●
|
exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
|
We have taken advantage
of some of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other
public companies in which you hold shares.
In addition, Section 107
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards.
In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we
will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with
new or revised accounting standards is irrevocable.
Notwithstanding the above,
we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer,
or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million
and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered
a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the disclosure we
will be required to provide in our filings with the SEC will increase, but will still be less than it would be if we were not considered
either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging
growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in
their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public
accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other
decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited
financial statements in annual reports.
DESCRIPTION
OF PROPERTY
Our principal executive office
is currently located at 1 Etgar Street, Tirat-Carmel, Israel. In July 2018 and June 2019, Duke Israel executed two independent lease agreements
(the “2018 Lease” and the “2019 Lease”) to lease separate spaces at the address of our principal executive office.
The July 2018 Lease was in effect until June 30, 2020 and afterwards continues on a monthly basis, subject to a 60 days’ prior notice
of termination, while the June 2019 Lease is in effect for 12 months from the date thereof and includes two successive optional extension
periods of 12 months each. In addition, pursuant to an agreement entered into by Duke, we have the right to use office space and receive
other administrative services at a location in the State of Florida.
LEGAL PROCEEDINGS
On February 14, 2018,
a complaint was filed against the: (i) Duke, (ii) Duke Israel, (iii) Aphek Trading Kadosh and Razi Ltd. (“Aphek”) an Israeli
corporation owned by Raziel Atuar and Amir Kadosh, and (iv) Mr. Sagiv Aharon, currently, Duke’s CTO and Director by Blackhawk Laboratories
(the “Plaintiff”), a U.S. based company, in the Central District of Israel (Case No. 31727-02-18). Following a procedural
agreement between the Plaintiff and defendants, the complaint was transferred to the District Court in Tel Aviv.
The
complaint asserts a claim for breach of contract, breach of duty, negligence and unjust enrichment with regards to a services agreement
dated June 13, 2014, between the Plaintiff and Duke Israel. The complaint asserts that Duke Israel agreed to pay for certain services
alleged to have been performed by the Plaintiff and that the Plaintiff was entitled to receive 8% of the issued and outstanding shares
of common stock of Duke Israel over a 12-month period from June 2014 to June 2015.
The Plaintiff’s
complaint seeks an order requiring either Duke Israel to issue to the Plaintiff 8% of its issued and outstanding shares of our common
stock; or alternatively for Duke to issue to the plaintiff 4.8% of its issued and outstanding shares of our common stock; or alternatively
for Aphek and Mr. Aharon Sagiv to transfer 8% of their shareholdings in Duke to the Plaintiff.
The defendants believe
the Plaintiff’s complaint has no merit and they intend to vigorously defend the lawsuit.
Duke does not believe
the lawsuit will have a material effect on the Company as Mr. Raziel Atuar, Mr. Amir Kadosh and Mr. Sagiv Aharon have agreed to indemnify
the Company and Duke Israel for any losses to the Company and Duke Israel as a result thereof, including, but not limited to monetary
damages and be responsible for the issuance of any shares of common stock of Duke Israel or Duke in the event the Plaintiff is successful
in its lawsuit.
MANAGEMENT
Our
directors and executive officer and their ages as of April 20, 2021, are as follows:
Name
|
|
Age
|
|
Position
|
Yariv Alroy
|
|
60
|
|
Chairman
|
Yossef Balucka
|
|
52
|
|
Chief Executive Officer and President
|
Sagiv Aharon
|
|
40
|
|
Chief Technology Officer and Director
|
Erez Nachtomy
|
|
59
|
|
Vice Chairman
|
Eran Antebi
|
|
50
|
|
Director
|
Shlomo Zakai
|
|
51
|
|
Chief Financial Officer
|
Yariv Alroy, Director and Chairman. Mr.
Yariv Alroy is the Managing Director of T.N.S.A Consulting and Management LTD., a private consulting services and investments firm. From
1989 to 1993 Mr. Alroy worked for an Israeli law firm, with his last position as a partner. From 1993 to 1997, Mr. Alroy served as COO
of SHAHAL Medical Services, and from 1997 to 2000 as Managing Director of SHL International Ltd. From 2000 until January 2016 Mr. Alroy
served as Co-CEO of SHL Telemedicine LTD a company in the field of medical technology development and provision of global telemedicine
services, including in the United States, Germany, India, Japan and Israel, traded in the Swiss Stock exchange (SWX:SHLTN). In December
2018 Mr. Alroy was nominated as member of the board of directors and Chairman of SHL Telemedicine. Yariv Alroy holds an LL.B from Tel
Aviv University.
Yossi Balucka, CEO and President. Mr. Yossef
Balucka has been serving as CEO and President of our Company, Duke and Duke Israel since March 2021. Prior to entering the private sector,
Mr. Balucka served for twenty-five years in various field and headquarters positions in the Israeli Navy and retired as Colonel. Following
his retirement from the Israeli Navy, between 2014 to 2016, Mr. Balucka served as a senior executive and management member for retail
and customer service at Partner Communications Ltd. (TASE:PTNR), one of the leading mobile telecommunications companies in Israel. From
2017 to 2019 Mr. Balucka served as the CEO of Electra Technologies Ltd., a division of Electra Ltd. (TASE:ELTR), which is active in the
fields of integrated electro-mechanical and construction. Since 2019 Mr. Balucka is the owner of T.R. Eshkolot Com Services Ltd., providing
global strategic consulting services. Mr. Balucka holds a BA in Economics and Business Administration and an MA in Social Sciences from
the Haifa University, and MA in Public Administration from the Bar Ilan University.
Sagiv Aharon, CTO and Director. Mr. Sagiv
Aharon co-founded Duke Israel and served as the Company’s CEO from March 2020 until March 2021. From 2008 to 2010, Mr. Aharon worked
at the Israeli Aerospace Industry as a structural design engineer on a classified hybrid structure (composite/metal) air vehicle. From
2010 to 2011, Mr. Aharon worked at Rafael Advanced Weapon Systems Ltd. as a mechanical design engineer for complex active/reactive armor
solutions for land vehicles. From 2011 to 2012, Mr. Aharon worked for Elbit Systems Ltd. (NASDAQ:ESLT) as a mechanical design engineer
and a system integrator at several remotely operated weapon systems upon land vehicles. Mr. Aharon also serves as the CEO of Axis Aerospace
Mechanical Design Ltd., a company working in the field of airborne structural projects and flight experiments, following strict aerospace
level quality standards (AS9100). Mr. Aharon holds a B.Sc. in mechanical engineering with specialty in control and robotics from the Technion
– Israel Institute of Technology.
Erez Nachtomy, Director, Vice Chairman of
the Board. Mr. Erez Nachtomy is the Managing Director of Ermi Nachtomy Assets Ltd., a private consulting services and investments firm.
Since May 2020 Mr. Nachtomy is the Acting CEO of SHL Telemedicine Ltd. (SWX:SHLTN). From 1989 until 2001, Mr. Nachtomy practiced law as
an associate in one of the leading law firms in Israel, becoming a partner in the firm in 1994 and later on promoted to a senior partner.
In March 2001, Mr. Nachtomy joined the executive team of SHL Telemedicine Ltd. (SWX:SHLTN), as Vice President, and from January 2005 to
December 2016 he served as Executive Vice President. SHL Telemedicine Ltd. is active in the field of medical technology development and
provision of global telemedicine services, including in the United States, Germany, India and Japan. In December 2018 Mr. Nachtomy was
nominated as Member of the Board of SHL Telemedicine, and since May 2021 Mr. Nachtomy has been serving as the acting CEO of SHL Telemedicine
Ltd. Mr. Nachtomy holds an LL.B. from Tel Aviv University, Israel.
Eran Antebi, Director. Mr. Antebi is the
Finance Director Omrix Biopharmaceuticals Ltd. (a Johnson & Johnson company) since February 2017. Prior to that he was CFO of SHL
Telemedicine Ltd. (SWX:SHLTN) since 2008. Mr. Antebi joined SHL in May 2004 as CFO of Shahal Israel. Prior to joining SHL, from 2000 to
2004, Mr. Antebi was a manager with Ernst & Young in Israel. Mr. Antebi is a certified public accountant (CPA) in Israel and holds
a B.A. in Accounting and Economics from Tel Aviv University, Israel.
Shlomo Zakai, Chief Financial Officer. Mr.
Zakai brings extensive and proven experience in similar positions with companies operating in international markets and related industries.
Prior to joining the Company Mr. Zakai served as the Chief Financial Officer of Save Foods, Inc. (SAFO:OTC) (August 2017 to date), Sonovia
Ltd. (NNTTF:OTC) (October 2014 to August 2020), Blue Sphere Corp. (BLSP:OTC) (January 2012 till May 2016) and of Todos Medical Ltd. (TOMDF:OTC)
(February 2017 till January 2018). Prior to that, Mr Zakai worked as an accountant for nine years at Kost, Forer, Gabbay & Kasierer,
an independent registered public accounting firm and a member firm of Ernst & Young Global, where he last served as a Senior Manager
and worked with technology companies publicly traded on the Nasdaq Stock Market and on the Tel Aviv Stock Exchange. Mr. Zakai holds a
B.A. in accounting from the College of Management in Rishon Le’Zion, Israel.
Family Relationship
There is no family relationship
among the directors and officers of the Company.
Involvement in Certain Legal Proceedings
Over the past ten (10)
years, none of our directors or our executive officers have been (i) involved in any petition under Federal bankruptcy laws or any state
insolvency law, (ii) convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses), (iii) subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining him from (a) acting as a future’s commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker
or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association
or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, (b) engaging in any type
of business practice, or (c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection
with any violation of Federal or State securities laws or Federal commodities laws, or (d) subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than
60 days the right to engage in any activity described in (iii)(a), (iv) found by a court of competent jurisdiction in a civil action or
by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been
subsequently reversed, suspended, or vacated, (v) found by a court of competent jurisdiction in a civil action or by the Commodity Futures
Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated. (vi) subject of, or a party to, any Federal or State judicial
or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation
of (a) any Federal or State securities or commodities law or regulation, (b) any law or regulation respecting financial institutions or
insurance companies, or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, or (vii)
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of
the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member. Except as set forth in our discussion below in “Transactions with
Related Persons; Promoters and Certain Control Persons; Director Independence,” none of our directors, director nominees or executive
officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are
required to be disclosed pursuant to the rules and regulations of the SEC.
Corporate Governance
Committees
We do not have an audit
or compensation committee and have no independent directors that examines transactions of the nature described herein this item. We do
not have any audit or compensation committee. the board of directors performs these functions as a whole. Thus, there is a potential conflict
in that board members who are also part of management will participate in discussions concerning management compensation and audit issues
that may affect management decisions. To the extent possible, a majority of the disinterested members of our board of directors will approve
future affiliated transactions. Additionally, because the Company’s Common Stock is not listed for trading or quotation on a national
securities exchange, we are not required to have such committees.
Code of Ethics
We uphold a set of basic
values to guide our actions and are committed to maintaining the highest standards of business conduct and corporate governance. Effective
March 9, 2020, we adopted an Amended and Restated Code of Business Conduct and Ethics for directors, officers (including our principal
executive officer and principal financial officer) and employees, which, in conjunction with our Certificate of Incorporation, and Bylaws,
as amended (the “Bylaws”) form the framework for governance of UAS. The Code of Ethics and Business Conduct, Bylaws and Article
of Incorporation are available at our corporate offices. Stockholders may request free printed copies of these documents from:
UAS Drone Corp.
Attn: CFO
Etgar 1 St.
Tirat Carmel, Israel, 3903212
EXECUTIVE COMPENSATION – UAS DRONE CORP.
Summary Compensation Table
The following sets forth the compensation of UAS’s
Chief Executive Officer during fiscal 2020, and the other persons who served as executive officers during the Company’s fiscal year
ended December 31, 2020. Unless otherwise noted, the amounts shown represent what was earned in the Company’s fiscal year ended
December 31, 2020.
SUMMARY COMPENSATION TABLE – FISCAL YEAR
ENDED DECEMBER 31, 2020
Name and principal position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
awards
($)
|
|
|
Option
awards
($)
|
|
|
Non-equity
incentive plan compensation
($)
|
|
|
Change
in Pension Value and Nonqualified deferred compensation earnings
($)
|
|
|
All
other compensation
($)
|
|
|
Total
($)
|
|
Grant A. Begley – CEO*
|
|
2020
|
|
|
100
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
100
|
|
|
|
2019
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,500
|
(**)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris Leith – Acting CFO*
|
|
2020
|
|
|
100
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
100
|
|
|
|
2019
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sagiv Aharon – Former CEO and
current CTO and Director*
|
|
2020
|
|
|
48,577
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
48,577
|
|
|
|
2019
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shlomo Zakai – CFO*
|
|
2020
|
|
|
13,472
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
13,472
|
|
|
|
2019
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
(*)
|
Grant A. Begley and Chris Leith are no longer executive officers. Messrs. Aharon and Zakai became members of our executive officers,
as the case may be, following the Share Exchange.
|
|
(**)
|
During the years ended December 31, 2020 and December 31, 2019, the Company accrued pay in the amount of $200 and $7,500, respectively,
to its Chief Executive Officer and Chairman of the Board for his services. The total accounts payable of the Company to its former Chief
Executive Officer and Chairman of the Board for his services is $32,500 as of December 31, 2020. The account payable was compromised and
converted to shares of the Company post-Share Exchange in conjunction with the Share Exchange.
|
Restricted Stock Awards
There were no shares of
restricted stock awarded during the Company’s fiscal year ended December 31, 2020.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth information concerning
outstanding equity awards for the named executives as of December 31, 2020. Note that the 5,000 shares expiring on December 31, 2019
were granted prior to expiration in conjunction with the Share Exchange.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020
Outstanding Equity Awards at Fiscal Year End
There are no outstanding equity awards for the
year ended December 31, 2020.
Grants of Plan-Based Awards for 2020
There were no plan-based equity awards made to
our executive officers during fiscal 2020.
Option Exercises and Stock Vested
There are no option exercises and restricted stock
that vested during fiscal 2020 for our named executives.
Pension Benefits
The Company does not have any plans that provide
for payments or other benefits at, following, or in connection with retirement.
Nonqualified Deferred Compensation
The Company does not have a Deferred Compensation
Plan for its executive officers.
Other Potential Post-Employment Payments
As of December 31, 2020, there were no named
executives with employment contracts that require or required severance or other post-employment payments.
Summary Information about Equity Compensation Plans
As of December 31, 2020, we had no stock option
plans.
No Loans for Option Exercises. It is our
policy to not make loans to employees or officers for the purpose of paying for the exercise of stock options.
Director Compensation
We reimburse directors for out-of-pocket expenses
they incur when attending meetings of the board of directors. On April 12, 2020, effective as of March 1, 2020, our board of directors
approved payment of certain fees to our directors in the amounts of $4,980, $4,980 and $6,950 per month to our directors, Yariv Alroy,
Sagiv Aharon and Erez Nachtomy (each, an “Active Director”), respectively. On April 12, 2020, we also enacted a policy to
pay each director (that is not otherwise an Active Director) an amount of $1,500 for each calendar quarter and $400 for attendance of
each meeting of the board of directors. These amounts are exclusive of Israeli VAT, if applicable.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets
forth certain information as of April 20, 2021 regarding the beneficial ownership of our common stock, for:
|
●
|
each person (or group of affiliated persons) who, insofar as we have been able to ascertain, beneficially owned more than 5% of the
outstanding shares of our common stock;
|
|
●
|
each named executive officer; and
|
|
●
|
all directors and executive officers as a group.
|
Beneficial ownership is
determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise
indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown
as beneficially owned, subject to applicable community property laws.
In computing the number
and percentage of shares beneficially owned by a person, shares that may be acquired by such person within 60 days of the date of this
prospectus are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any
other person. Unless otherwise indicated, the address of each person listed below is c/o Duke Robotics, 1 Etgar Street (1st Floor),
Tirat-Carmel, Israel 3903212.
We
relied on information received from each stockholder as to beneficial ownership, including information contained on Schedules 13D and
13G and Forms 3, 4 and 5. As of April 20, 2021, there were 41,169,035 shares of common stock issued and outstanding.
Name and Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership (1)
|
|
|
Percent
of Class
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
Afek Trading – Kadosh and Razi Ltd.(2)
|
|
|
7,659,536
|
|
|
|
18.61
|
%
|
Elisheva Ansbacher(3)
|
|
|
3,093,771
|
|
|
|
7.40
|
%
|
Ximena Benitez Garcia(4)
|
|
|
3,093,771
|
|
|
|
7.40
|
%
|
Moshe Zuk(5)
|
|
|
2,375,475
|
|
|
|
5.71
|
%
|
Eran Meytal(6)
|
|
|
2,144,954
|
|
|
|
5.12
|
%
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
Grant A. Begley**
|
|
|
85,968
|
|
|
|
*
|
|
Christopher Leith**
|
|
|
300
|
|
|
|
*
|
|
Christopher M. Nelson**
|
|
|
-
|
|
|
|
-
|
|
Sagiv Aharon
|
|
|
5,061,631
|
|
|
|
12.29
|
%
|
Yariv Alroy
|
|
|
5,813,266
|
|
|
|
14.12
|
%
|
Eran Antebi
|
|
|
-
|
|
|
|
-
|
|
Yossef Balucka
|
|
|
-
|
|
|
|
-
|
|
Erez Nachtomy
|
|
|
1,316,801
|
|
|
|
3.20
|
%
|
Shlomo Zakai
|
|
|
-
|
|
|
|
-
|
|
All directors and executive officers as a group (9 Persons)**
|
|
|
12,277,967
|
|
|
|
29.82
|
%
|
**
|
Grant A. Begley, Christopher Leith and Christopher M. Nelson are no longer members of our board of directors or executive officers, as the case may be. Messrs. Aharon, Alroy, Nachtomy, Antebi and Zakai became members of our board of directors and executive officers, as the case may be, following the Share Exchange.
|
(1)
|
The persons named in this table have sole voting and
investment power with respect to all shares of common stock reflected as beneficially owned by them. A person is deemed to be
the beneficial owner of securities that can be acquired by such person within sixty (60) days from April 20, 2021, and the total
outstanding shares used to calculate each beneficial owner’s percentage includes such shares, although such shares are not
taken into account in the calculations of the total number of shares or percentage of outstanding shares. Beneficial ownership
as reported does not include shares subject to option or conversion that are not exercisable within 60 days of April 20, 2021.
|
(2)
|
Address: C/O Mr. Amir Kadosh, Zabotinsky 50, Givat
Shmuel, Israel.
|
(3)
|
Includes 645,053 shares of common stock issuable upon
full conversion of the currently outstanding principal amount of the Convertible Loan Agreement entered into by the shareholder at
the conversion price in effect as of the date of this Current Report Address: 5201 Pine Tree Dr., Miami Beach, FL,33140, USA.
|
(4)
|
Includes 645,053 shares of common stock issuable upon
full conversion of the currently outstanding principal amount of the Convertible Loan Agreement entered into by the shareholder at
the conversion price in effect as of the date of this Current Report. Address: Protasio Tagle 59, San Miguel Chapultepec, 11850,
Miguel Hidalgo, CDMX, Mexico.
|
(5)
|
Includes 512,476 shares of common stock issuable upon
full conversion of the currently outstanding principal amount of the Convertible Loan Agreement entered into by an affiliate of the
shareholder at the conversion price in effect as of the date of this Current Report. Zuk Marble Products 1998 Ltd. is the lender
under the Convertible Loan Agreement, and to the Company’s knowledge, this is a company held and controlled by Moshe Zuk and
as a result thereof, Mr. Zuk may be deemed to be the beneficial owner of such shares. Address: 22 Hataas Street, Kfar Saba, Israel.
|
(6)
|
Includes 430,037 shares of common stock issuable upon
full conversion of the currently outstanding principal amount of the Convertible Loan Agreement entered into by an affiliate of the
shareholder at the conversion price in effect as of the date of this Current Report. Alonim Marketing and Sales Promotion Ltd. is
the lender under the Convertible Loan Agreement, and to the Company’s knowledge, this is a company held and controlled by Eran
Meytal and as a result thereof, Mr. Meytal may be deemed to be the beneficial owner of such shares. Address: 31 Mordekhai Elkakhi
Street, Tel Aviv, Israel.
|
Changes
in Control
There
are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may
at a subsequent date result in a change in control of the Company.
Equity
Compensation Plan Information
Currently,
there is no equity compensation plan in place.
Certain
Relationships and Related Transactions, and Director Independence
Transactions with Related Persons
Loan Agreements
On January 1, 2015 the Duke
executed a Loan Agreement with Aphek, whereby Aphek agreed to provide a loan up to an amount of approximately $132,000 (the “Aphek
Loan”). On January 1, 2015 Duke executed a Loan Agreement with Sagiv Aharon whereby he agreed to provide a loan of approximately
$55,000 (the “Sagiv Loan”). The Aphek Loan and Sagiv Loan bear interest rates as defined in Section 3(j) of the Israeli tax
ordinance (the interest rate for 2015 is 3.05% and 2.56% for 2016). On June 5, 2016, Duke executed a Loan Agreement with Iki Alroy Investment
Ltd., Erez Alroy Investment Ltd. and Ermi Nachtomy Assets Ltd. (collectively, the “Lenders”), whereby the Lenders agreed to
provide a loan in an aggregate amount of $100,000 to $500,000 in the aggregate (the “Group Loan”). Pursuant to the terms of
the Group Loan, the Lenders were scheduled to provide monthly installments of between $20,000 and $40,000, subject to the Lender’s
discretion. The Group Loan bears an annual fixed interest rate of 3%. Any additional amounts lent to Duke in 2017 by Aphek, Sagiv or the
Lenders, over the amounts stated in the Aphek Loan and Sagiv Loan agreements or the Group Loan agreement, were made available to Duke
on the same terms as stated in the respective agreements.
On November 20, 2017, Duke
Israel made available to Mr. Sagiv Aharon, Duke’s CEO and CTO and Director, a loan in the amount of $10,000. This loan shall bear
interest rates as defined in the Israeli tax ordinance. The Loan, including the accumulated interest amount, shall be repaid at the earlier
of the following dates: (i) December 31, 2019; or (ii) at the date of repayment of the loan made available by Mr. Aharon to Duke according
to a loan agreement dated January 1, 2015; or (iii) from any dividend or other distribution to be made by Duke to its shareholders. Mr.
Aharon is entitled to repay the outstanding amount of the loan at any time.
On November 20, 2017, Duke
made available to Mr. Raziel Atuar, then Duke’s CEO, a loan in the amount of $10,000. The loan shall bear an annual fixed interest
of 3.25%. This loan, including the accumulated interest, shall be repaid at the earlier of the following dates: (i) December 31, 2019;
or (ii) at the date of repayment of the loan made available by Aphek to Duke Israel, according to a loan agreement dated January 1, 2015;
(iii) from any dividend or other distribution to be made by Duke to its shareholders. Mr. Atuar is entitled to prepay the outstanding
amount of the loan at any time.
The loans made from Duke to
each of Messrs. Aharon and Atuar were extinguished in connection with the Debt Cancellation Letters (as defined below) and are referred
to as the Personal Loans.
Before entering into the Share
Exchange Agreement, Duke entered into debt cancellation letters (the “Debt Cancellation Letters”) with each of the Lenders
who are parties to the Group Loan and with each of Aphek and Sagiv Aharon under each of the Aphek and Sagiv Loans and their respective
Personal Loans. Pursuant to the Debt Cancellation Letters, (i) 166,602 shares of Duke common stock were issued in exchange for the cancellation
of $123,286 in debt, leaving $55,394 outstanding under the Aphek Loan, (i) 75,059 shares of Duke common stock were issued in exchange
for the cancellation of $55,544 in debt, leaving $24,956 outstanding under the Sagiv Loan and (i) 600,474 shares of Duke common stock
were issued in exchange for the cancellation of $444,350 in debt, leaving $199,650 outstanding under the Group Loan (collectively, the
“Outstanding Duke Debt”).
The Outstanding Duke Debt,
including interest (which shall bear an annual fixed interest rate of 3% as of January 1, 2020), shall be repaid at the date upon which
Duke or the Company raises at least $15 million and has achieved earnings before interest, tax, depreciation and amortization of $3 million,
but not before the three year anniversary of the Effective Time and the full repayment of the amounts outstanding under the Convertible
Loan Agreements, unless such repayment is otherwise waived by the parties to the Convertible Loan Agreements.
Registration Rights Agreement
The Company entered into the
Registration Rights Agreement with, among others, Alpha, GBC, the Primary Lenders, to permit them to have their securities in the Company
included in a registration statement for resale by the holder when filed by the Company on a piggyback basis and one demand registration
right. The Company is responsible for bearing the costs of any of these acts of registration of the securities. The Company filed a Registration
Statement on Form S-1 with the SEC, which was declared effective on June 19, 2020, in compliance with the requirements of the Registration
Rights Agreement.
Director Independence
The board of directors has
not determined that we have any independent directors.
DESCRIPTION
OF SECURITIES
Under
the Articles of Incorporation, the Company is authorized to issue up to one hundred million (100,000,000) shares of Common Stock and
ten million (10,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
The
following is a summary of some of the terms of the Company’s Common Stock, which is the Company’s only class of securities
registered under Section 12 of the Act. The Common Stock is listed on the OTCQB under the symbol “USDR.” This summary is
not complete, and is subject to and qualified by the provisions of the Company’s Articles and the Company’s Bylaws. The terms
of the Common Stock are also subject to and qualified by the applicable provisions of the Nevada Revised Statues.
Common
Stock
The
holders of shares of Common Stock vote together as one class on all matters as to which holders of Common Stock are entitled to vote.
Except as otherwise required by applicable law and subject to the preferential rights of any outstanding Preferred Stock, all voting
rights are vested in and exercised by the holders of Common Stock with each share of our Common Stock being entitled to one vote, including
in all elections of directors. The Company does not have a classified board of directors (the “Board”). Subject to preferences
that may be applicable to any outstanding Preferred Stock, the holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board out of legally available funds therefore. The Company has not declared any
dividends on its Common Stock and does not anticipate paying any dividends on its Common Stock in the foreseeable future. In the event
of the Company’s liquidation, dissolution or winding up, holders of the Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to prior liquidation rights of Preferred Stock, if any, then outstanding. The Common
Stock has no cumulative voting rights and no preemptive or other rights to subscribe for shares of the Company. There are no redemption
or sinking fund provisions applicable to the Common Stock. All shares of Common Stock currently outstanding are fully paid and non-assessable.
Anti-Takeover
Effects of the Company’s Articles and Bylaws
Certain
provisions of the Company’s Articles and Bylaws could have the effect of delaying, deterring or preventing another party from acquiring
or seeking to acquire control of the Company. For example, the Company’s Articles and Bylaws include provisions that:
|
●
|
allow
the Board, subject to a majority vote of the entire Board, to amend the Company’s Bylaws at any meeting;
|
|
●
|
provide
that only stockholders owning twenty five percent (25%) in amount of the entire capital stock of the Company’s issued and outstanding
and entitled to vote may call a special meeting of the Company’s stockholders;
|
|
|
|
|
●
|
provide
that the Company shall indemnify and shall advance expenses on behalf of its officers and directors to the fullest extent not prohibited
by law;
|
|
●
|
the
Board may from time to time increase or decrease the number of directors then comprising the Board, and may from time to time fill
any vacancies, if any, on the Board; and
|
|
●
|
empower
the Board to issue from time to time one or more series of Preferred Stock, with such designations, rights, preferences and limitations
as the Board may determine by resolution. The rights, preferences and limitations of separate series of Preferred Stock may differ
with respect to such matters among such series of Preferred Stock as may be determined by the Board, including, without limitation,
the rate of dividends, method and nature of payment of dividends, terms of redemption, amounts payable on liquidation, sinking fund
provisions (if any), conversion rights (if any) and voting rights.
|
SELLING
STOCKHOLDERS
This
prospectus relates to the sale, from time to time, by the Selling Stockholders identified in this prospectus of up to 18,200,592 shares
of Company’s Common Stock, consisting of: (i) 9,623,621 shares of Common Stock issued on March 6, 2020, to the Primary Lenders
in connection with the Note Conversion; (ii) 3,730,485 shares of Common Stock issued to certain shareholders of Duke named in this prospectus,
in connection the execution of the Share Exchange Agreement; (iii) 1,196,753 shares of Common Stock issued to certain shareholders of
the Company named in this prospectus; (iv) 2,580,214 shares of Common Stock shares of Common Stock issuable upon full conversion of the
Convertible Loan Agreements in the aggregate amount of $965,000; and (v) 1,069,519 shares of Common Stock issuable upon full conversion
of the New Debentures in the aggregate amount of $400,000.
On
March 4, 2020, the Company consummated a Share Exchange Agreement with Duke and certain shareholders of Duke who executed and delivered
the Share Exchange Agreement, pursuant to which Duke became a majority-owned subsidiary of the Company. The Share Exchange closed on
March 9, 2020. Pursuant to the terms of the Share Exchange Agreement, at the Effective Time, the Company issued an aggregate of 28,469,065
shares of its common stock to the Duke stockholders in exchange for 22,920,107 shares of Duke’s issued and outstanding shares of
common stock, representing approximately 99% of Duke’s issued and outstanding shares of common stock.
In
conjunction with the consummation of the Share Exchange, and as a condition thereof, the Company entered into the following agreements:
(1) several Convertible Loan Agreements, on the same terms, in the aggregate amount of $965,000; (2) several Securities Exchange Agreements
with Alpha and GBC, outstanding debt holders of the Company, to respectively cancel existing debentures or debt in the total amount of
$658,323 and in exchange issue the New Debentures and 698,755 and 65,198 shares of common stock to each of Alpha and GBC, respectively;
(3) several Securities Exchange Agreements, on the same terms, to exchange the Promissory Notes for 9,623,621 shares of Company’s
Common Stock; and (4) a Registration Rights Agreement with GBC, Alpha, the Primary Lenders and certain Duke shareholders.
The
New Debentures are in the aggregate amount of $400,000, mature three years from the date of their issuance, or on March 9, 2023, years,
bear interest at a rate of 8% per year and are only convertible into shares of the Company’s Common Stock, at the Original Conversion
Price of $0.374; provided, however, that such Original Conversion Price shall be adjusted downward in the event that the Company, as
applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise dispose or issues any common
stock or common stock equivalents entitling any purchaser to acquire shares of the Company’s Common Stock at a Dilutive Event.
In the event of a Dilutive Event at any time from the Effective Time through the six (6) month anniversary of the Effective Time, any
such adjustment shall occur immediately after the completion of such period.
Pursuant
to the Convertible Loan Agreements, the Primary Lenders have the option to convert the unpaid balance of their respective Convertible
Loans into shares of the Company’s Common Stock based on the lower of (A) lowest effective price per share set in connection with
any funds raised by the Company during the six (6) months following the Effective Time (“effective price” per share means
(i) if only shares of Company common stock are sold in a transaction, the amount actually received in cash by the Company and (ii) if
shares of Company common stock are sold in a transaction and, in connection therewith additional securities or rights are sold or otherwise
issued, the amount actually received in cash by the Company, for the shares of Company common stock and such additional rights upon their
issuance, reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes option pricing model
or another method determined by the Company in good faith), in each case divided by the number of shares of Company common stock issued
in such transaction); (B) 80% of the lowest effective price per share set in connection with any funds raise by the Company at any time
subsequent to six (6) months following the Effective Time until such time as the Loans are fully repaid or otherwise converted (provided
however that such price per share shall not be available in the event of an issuance of Alternative Securities (as defined below) to
the Primary Lender); (C) a price per share reflecting a post-money valuation of the Company of $15,000,000 following the next investment
in the Company following the Effective Time; or (D) the conversion price, as adjusted for a Dilutive Event, under the New Debentures.
The conversion price is currently $0.374. For additional information regarding the provisions of the Convertible Loan Agreement and the
other related agreements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
above.
We
are registering the shares hereby pursuant to the terms of our Registration Rights Agreement with the Selling Stockholders at prevailing
market prices. All of the Resale Shares, when sold, will be sold by these Selling Stockholders. The Selling Stockholders identified in
the table below may offer all or part of the Resale Shares from time to time. However, the Selling Stockholder is under no obligation
to sell all or any portion of such shares nor is the Selling Stockholder obligated to sell any Resale Shares immediately upon effectiveness
of this prospectus.
Other
than the relationships described herein, to our knowledge, none of the Selling Stockholders are employees or suppliers of ours or our
affiliates. Within the past three years, other than the relationships described herein, none of the Selling Stockholders has held a position
as an officer or director of ours, nor has any Selling Stockholder had any material relationship of any kind with us or any of our affiliates,
except that certain Selling Stockholders acquired shares of our common stock and the convertible debentures in the transactions described
above. All information with respect to share ownership has been furnished by the Selling Stockholders, unless otherwise noted. The shares
being offered are being registered to permit public secondary trading of such shares and each Selling Stockholder may offer all or part
of the shares it owns for resale from time to time pursuant to this prospectus. In addition, other than the relationships described below,
none of the Selling Stockholders has any family relationships with our officers, directors or controlling stockholders.
The
table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by
each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder,
based on its ownership of any convertible debentures, as of April 20, 2021, assuming full conversion of all the convertible debentures
held by the Selling Stockholders on that date, without regard to any limitations on conversions or exercise.
The
third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholders.
In
accordance with the terms of the Registration Rights Agreement with the Selling Stockholders, this prospectus generally covers the resale
of at least 18,200,519 shares of common stock issued to the Selling Stockholders. The fourth column assumes the sale of all of the shares
offered by the selling stockholders pursuant to this prospectus.
The
Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling
Stockholder
|
|
Shares
Beneficially
Owned
Before the
Offering (1)
|
|
|
Maximum
Number
of
Shares
of
Common
Stock
Offered
by
this
Prospectus
|
|
|
Maximum
Number of
Shares
to be
Offered in
the Offering
|
|
|
|
|
|
|
|
|
|
|
|
Elisheva Ansbacher (2)
|
|
—
|
|
|
3,050,959
|
|
|
3,050,959
|
|
Ximena Benítez Garcia (3)
|
|
|
—
|
|
|
|
3,050,959
|
|
|
|
3,050,959
|
|
Noam Danenberg (4)
|
|
|
—
|
|
|
|
1,664,041
|
|
|
|
1,664,041
|
|
Moshe Zuk
|
|
|
—
|
|
|
|
1,911,425
|
|
|
|
1,911,425
|
|
Eran Meytal
|
|
|
—
|
|
|
|
1,603,937
|
|
|
|
1,603,937
|
|
Erez Alroy (5)
|
|
|
—
|
|
|
|
1,242,100
|
|
|
|
1,242,100
|
|
Erez Alroy Investments Ltd. (6)
|
|
|
—
|
|
|
|
74,701
|
|
|
|
74,701
|
|
D-Beta One EQ Ltd. (7)
|
|
|
—
|
|
|
|
120,761
|
|
|
|
120,761
|
|
Runuman Ltd. (8)
|
|
|
—
|
|
|
|
869,470
|
|
|
|
869,470
|
|
Shmuel Yanay
|
|
|
—
|
|
|
|
1,423,453
|
|
|
|
1,423,453
|
|
GreenBlock Capital, LLC (9)
|
|
|
432,800
|
|
|
|
762,848
|
|
|
|
762,848
|
|
Alpha Capital Anstalt (10)
|
|
|
—
|
|
|
|
1,503,423
|
|
|
|
1,503,423
|
|
Zuk Marble Products 1998 Ltd. (11)
|
|
|
—
|
|
|
|
512,476
|
|
|
|
512,476
|
|
Alonim Marketing and
Sales Promotion Ltd. (12)
|
|
|
—
|
|
|
|
430,037
|
|
|
|
430,037
|
|
Total
|
|
|
432,800
|
|
|
|
18,200,592
|
|
|
|
18,200,592
|
|
(1)
|
Beneficial ownership is
determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
|
(2)
|
Consists of 2,405,906
shares of Common Stock and 645,053 shares of Common Stock issuable upon the full conversion of the currently outstanding principal
amount of the of the Convertible Loan Agreement at the conversion price in effect as of the date of this prospectus. Address: 5201
Pine Tree Dr., Miami Beach, FL,33140, USA.
|
|
|
(3)
|
Consists of 2,405,906
shares of Common Stock and 645,053 shares of Common Stock issuable upon the full conversion of the currently outstanding principal
amount of the of the Convertible Loan Agreement at the conversion price in effect as of the date of this prospectus. Address: Protasio
Tagle 59, San Miguel Chapultepec, 11850, Miguel Hidalgo, CDMX, Mexico.
|
|
|
(4)
|
Consists of 1,296,447
shares of Common Stock and 347,594 shares of Common Stock issuable upon the full conversion of the currently outstanding principal
amount of the of the Convertible Loan Agreement at the conversion price in effect as of the date of this prospectus. Address: 4 Borochov
Street, Hod Hasharon, Israel 4520404.
|
|
|
(5)
|
Erez Alroy is the brother
of Yariv Alroy, our Chairman of the Board of Directors.
|
|
|
(6)
|
Erez Alroy, Chief Executive
Officer of Erez Alroy Investments Ltd., has sole voting and dispositive power over our shares held by the selling stockholder. Address:
Yehiel Drezner 1, Tel Aviv, Israel.
|
|
|
(7)
|
David Gonzales, a Partner
and General Counsel of Yorkville Advisors Global LP, has sole voting and dispositive power over our shares held by the selling stockholder.
Address: C/O Maples Corporate Services Ltd, P.O. Box 309, Ugland House, Grand Cayman.
|
|
|
(8)
|
Eyal Segal, Chief Executive
Officer of Runuman Ltd., has sole voting and dispositive power over our shares held by the selling stockholder. Address: 4 Hateena
St., Ganot, Israel.
|
|
|
(9)
|
Includes 264,850 shares
of Common Stock issuable upon full conversion of the currently outstanding principal amount of a convertible debenture entered into
by the selling stockholder at the conversion price in effect as of the date of this prospectus. Chris Spencer, a Partner of GreenBlock
Capital, LLC, has sole voting and dispositive power over our shares held by the selling stockholder. Address: 420 Royal Palm Way,
#100 Palm Beach, FL 33480.
|
|
|
(10)
|
Includes 804,668 shares
of Common Stock issuable upon full conversion of the currently outstanding principal amount of a convertible debenture entered into
by the selling stockholder at the conversion price in effect as of the date of this prospectus. Konrad Ackermann, a Director of Alpha
Capital Anstalt, has voting and dispositive power over our shares held by the selling stockholder. Address: Lettstrasse 32, 9490
Vaduz, Principality of Liechtenstein
|
|
|
(11)
|
Includes 512,476 shares
of Common Stock issuable upon full conversion of the currently outstanding principal amount of the Convertible Loan Agreement entered
into by an affiliate of the shareholder at the conversion price in effect as of the date of this prospectus. Zuk Marble Products
1998 Ltd. is the lender under the Convertible Loan Agreement, and to the Company’s knowledge, this is a company held and controlled
by Moshe Zuk and as a result thereof, Mr. Zuk may be deemed to be the beneficial owner of such shares. Address: 22 Hataas Street,
Kfar Saba, Israel.
|
|
|
(12)
|
Includes 430,037 shares
of Common Stock issuable upon full conversion of the currently outstanding principal amount of the Convertible Loan Agreement entered
into by an affiliate of the shareholder at the conversion price in effect as of the date of this prospectus. Alonim Marketing and
Sales Promotion Ltd. is the lender under the Convertible Loan Agreement, and to the Company’s knowledge, this is a company
held and controlled by Eran Meytal and as a result thereof, Mr. Meytal may be deemed to be the beneficial owner of such shares. Address:
31 Mordekhai Elkakhi Street, Tel Aviv, Israel.
|
We may require the Selling Stockholders to suspend
the sales of the Common Stock offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus
or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in
order to make statements in those documents not misleading.
Information concerning additional selling stockholders
not identified in this prospectus will be set forth in prospectus supplements from time to time, if and as required. Information concerning
the Selling Stockholders may change from time to time and any changed information will be set forth in prospectus supplements if and when
necessary.
PLAN OF DISTRIBUTION
We are registering the
securities issued to the Selling Stockholders to permit the resale of these securities by the holders thereof from time to time after
the date of this prospectus, pursuant to the provisions of the Registration Rights Agreement. As used in this Prospectus, “Selling
Stockholders” includes donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership distribution or other permitted transfer.
We will not receive any
of the proceeds from the sale by the Selling Stockholders of the securities. We will bear all fees and expenses incident to our obligation
to register the securities.
The Selling Stockholders
may sell all or a portion of the securities beneficially owned by them and offered hereby from time to time directly or through one or
more underwriters, broker-dealers or agents. If the securities are sold through underwriters or broker-dealers, the Selling Stockholders
will be responsible for underwriting discounts or commissions or agent’s commissions. The securities may be sold on any national
securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter
market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions
at fixed prices, at a fixed price of $0.374 per share, representing the Original Conversion Price set in the New Debentures. If and when
our Common Stock is regularly quoted on an over-the-counter market or on a national securities exchange, the Selling Stockholders may
sell their respective shares of Common Stock, from time to time, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block
transactions. The Selling Stockholders may use any one or more of the following methods when selling shares:
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
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|
●
|
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
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|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
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|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
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|
●
|
privately negotiated transactions;
|
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|
●
|
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
|
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|
●
|
broker-dealers may agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per share;
|
|
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|
●
|
through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
|
|
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|
●
|
a combination of any such methods of sale; and
|
|
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|
|
●
|
any other method permitted pursuant to applicable law.
|
Broker-dealers engaged
by the Selling Stockholders may arrange for other broker-dealers to participate in sales. If the Selling Stockholders effect such transactions
by selling securities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions
in the form of discounts, concessions or commissions from the Selling Stockholders or commissions from purchasers of the securities for
whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as
set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission
in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.01.
In connection with sales
of the securities or otherwise, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging in positions they assume. The Selling Stockholders
may also sell securities short and if such short sale shall take place after the date that this Registration Statement is declared effective
by the Commission, the Selling Stockholders may deliver securities covered by this prospectus to close out short positions and to return
borrowed shares in connection with such short sales. The Selling Stockholders may also loan or pledge securities to broker-dealers that
in turn may sell such shares, to the extent permitted by applicable law. The Selling Stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding
the foregoing, the Selling Stockholders have been advised that they may not use shares registered on this registration statement to cover
short sales of our Common Stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared
effective by the SEC.
The Selling Stockholders
may, from time to time, pledge or grant a security interest in some or all of the securities owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant
to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Act, amending, if necessary,
the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus. The Selling Stockholders also may transfer and donate the securities in other circumstances in which case the transferees,
donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Stockholders
and any broker-dealer or agents participating in the distribution of the securities may be deemed to be “underwriters” within
the meaning of Section 2(11) of the Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions
allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of
the Act will be subject to the applicable prospectus delivery requirements of the Act including Rule 172 thereunder and may be subject
to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Act and Rule 10b-5 under the Exchange
Act.
Each Selling Stockholder
has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities. Upon the Company being notified in writing by a selling stockholder that
any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if
required, pursuant to Rule 424(b) under the Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which such the securities were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no event
shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).
Under the securities laws
of some states, the securities may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the securities may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with. Subject to the terms of the Registration Rights Agreement, the Company
has no obligation to qualify the resale of any shares in any particular state.
There can be no assurance
that any selling stockholder will sell any or all of the securities registered pursuant to the shelf registration statement, of which
this prospectus forms a part.
Each Selling Stockholder
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the
timing of purchases and sales of any of the securities by the selling stockholder and any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities
with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the securities and the ability of any
person or entity to engage in market-making activities with respect to the shares of Common Stock.
We will pay all expenses
of the registration of the securities pursuant to the registration rights agreement, including, without limitation, SEC filing fees and
expenses of initial compliance with state securities or “blue sky” laws; provided, however, that each Selling Stockholder
will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it.
We agreed to keep this
prospectus effective until all of the shares have been sold pursuant to this prospectus or Rule 144 under the Act or any other rule of
similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
LEGAL MATTERS
Sullivan & Worcester LLP, New York, New York,
passed upon the validity of the shares of Common Stock that may be offered hereby.
EXPERTS
The consolidated financial statements of the Company
as of December 31, 2020 appearing in this prospectus and related registration statement have been audited by Halperin Ilanit CPA, an independent
registered public accounting firm, as set forth in their report thereon and are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting and information
requirements of the Exchange Act and as a result file periodic reports and other information with the SEC. These periodic reports and
other information will be available for inspection and copying at the SEC’s public reference room and the website of the SEC referred
to below.
We have filed a registration statement on Form
S-1 under the Act with the SEC with respect to the shares of our Common Stock offered through this prospectus. This prospectus is filed
as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits.
We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and
the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.
You may read and copy the reports and other information
we file with the SEC at the SEC’s website, which is http://www.sec.gov. This reference to the SEC’s website is an inactive
textual reference only and is not a hyperlink.
UAS DRONE CORP.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020
UAS
DRONE CORP.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020
TABLE OF CONTENTS
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF
DIRECTORS AND STOCKHOLDERS OF
UAS DRONE CORP., INC.
Opinion on the Financial Statements
We have audited the accompanying balance
sheets of UAS Drone Corp. (the “Company”) as of December 31, 2020 and 2019, the related statements of operations and
comprehensive loss, changes in stockholders’ deficit and cash flows for the years in the period ended December 31, 2020 and
2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and
the results of its operations and its cash flows for the year in the period ended December 31, 2020 and 2019, in conformity with
accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has not yet generated material revenues from its operations to fund its activities and is therefore dependent upon external
sources for financing its operations. As of December 31, 2020, the Company has incurred accumulated deficit of $5,131 thousands
and negative operating cash flows. These factor among others, as discussed in Note 1 to the financial statements raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also
described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from
the outcome of’ these uncertainties. This matter is also described in the “Critical Audit Matters” section of
our report.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
Critical audit matters
The critical audit
matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material
to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.
Going concern assessment
The accompanying
consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company has not yet generated material revenues from its operations to fund
its activities and is therefore dependent upon external sources for financing its operations. As of December 31, 2020, the Company
has incurred accumulated deficit of $5,131 thousands and negative operating cash flows. These factor among others, as discussed
in Note 1 to the financial statements raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans concerning these matters are also described in Note 1 to the financial statements. This matter is also
described in the “Emphasis of Matter – Going Concern” section of our report.
We identified
management’s assumptions used to assess the Company’s ability to continue as a going concern as a critical audit matter
due to inherent complexities and uncertainties related to the Company’s Management’s plans. Auditing this assumptions
involved especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address
these matters.
The primary procedures we performed to
address this critical audit matter included the following:
|
■
|
Assessing the reasonableness of key assumptions underlying
management’s forecast operating cash flows, including revenue growth and gross margin assumptions and evaluating the reasonableness
of management’s forecast operating cash flows
|
|
■
|
Evaluating the probability that the Company will be able
to reduce capital expenditures and other operating expenditures if required
|
|
■
|
Assessing management’s plans in the context of other
audit evidence obtained during the audit to determine whether it supported or contradicted the conclusions reached by management
|
|
■
|
Assessing the effect of events and agreement signed after balance
sheet date.
|
Fair value measurement of Level 3 liabilities
As discussed in
Notes 2M and 6 to the consolidated financial statements, the Company entered into several Convertible Loan Agreements and in accordance
with ASC 815-15-25, the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair
value as its fair value can be separated from the convertible loan and its conversion is independent of the underlying note value.
The Company recorded finance expenses in respect of the convertible component in the convertible loan in the excess amount of the
convertible component fair value over the face loan amount.
The fair value
of the convertible component was estimated by third party appraiser using the Black-Scholes option pricing model, to compute the
fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. Under accounting
principles generally accepted in the United States of America, these convertible component are generally classified as Level 3
convertible component.
We identified
Level 3 convertible component as a critical audit matter because of the complex proprietary models and unobservable inputs management
uses to estimate the fair value. This evaluation required a high degree of auditor judgment and an increased extent of effort,
including the need to involve our internal valuation specialists who possess significant quantitative and modeling expertise, to
audit and evaluate the appropriateness of these models and inputs.
Our audit procedures related to the
complex proprietary models and unobservable inputs used by management to estimate the fair value of Level 3 convertible component
included the following, among others:
|
●
|
|
We assessed the consistency by which management has applied significant unobservable valuation assumptions.
|
|
●
|
|
With the assistance of our internal valuation specialists, we evaluated the appropriateness of the valuation methodologies and techniques used in determining the fair value of Level 3 convertible component. Also, we evaluated the appropriateness of estimates of the key inputs used in determining the fair value of the Level 3 convertible component
|
/s/ Halperin Ilanit.
Certified Public Accountants (Isr.)
Tel Aviv, Israel
March 30, 2021
We have served as the Company’s auditor since 2019
UAS DRONE CORP.
CONSOLIDATED
BALANCE SHEETS
(USD in thousands except share and per share
data)
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Assets
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
105
|
|
|
|
23
|
|
Other current assets (Note 3)
|
|
|
19
|
|
|
|
23
|
|
Total current assets
|
|
|
124
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
Property and equipment,
net (Note 4)
|
|
|
12
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
136
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Deficit
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Current maturities of long-term bank loan
|
|
|
6
|
|
|
|
32
|
|
Accounts payable
|
|
|
109
|
|
|
|
120
|
|
Other accounts liabilities (Note 5)
|
|
|
213
|
|
|
|
209
|
|
Stockholders loans (Note 7)
|
|
|
-
|
|
|
|
726
|
|
Convertible loans and debentures(Note 6B)
|
|
|
950
|
|
|
|
450
|
|
Fair Value of convertible component in convertible loan (Note 6B)
|
|
|
22
|
|
|
|
-
|
|
Total current liabilities
|
|
|
1,300
|
|
|
|
1,537
|
|
|
|
|
|
|
|
|
|
|
Convertible Loans (Note 6A)
|
|
|
371
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Fair Value of convertible component in convertible loan (Note 6A)
|
|
|
26
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stockholders loans (Note 7)
|
|
|
288
|
|
|
|
280
|
|
|
|
|
|
|
|
|
|
|
Long term bank loans
|
|
|
-
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,985
|
|
|
|
1,822
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit (Note 8)
|
|
|
|
|
|
|
|
|
Common stock of $0.0001 par value each (“Common Stock”):
|
|
|
|
|
|
|
|
|
100,000,000 shares authorized as of December 31, 2020 and 2019; issued and outstanding 40,075,151 and 25,130,126 shares as of December 31, 2020 and 2019, respectively.
|
|
|
4
|
|
|
|
2
|
|
Additional paid-in capital
|
|
|
3,278
|
|
|
|
2,002
|
|
Accumulated deficit
|
|
|
(5,131
|
)
|
|
|
(3,763
|
)
|
Total stockholders’ deficit
|
|
|
(1,849
|
)
|
|
|
(1,759
|
)
|
Total liabilities and stockholders’ deficit
|
|
|
136
|
|
|
|
63
|
|
The accompanying notes are an integral
part of the consolidated financial statements.
UAS DRONE CORP.
CONSOLIDATED STATEMENTS
OF COMPREHENSIVE LOSS
(USD in thousands except share and per share
data)
|
|
Year ended
|
|
|
|
December
31
|
|
|
|
2020
|
|
|
2019
|
|
Revenues
|
|
|
-
|
|
|
|
112
|
|
Cost of revenues
|
|
|
-
|
|
|
|
(105
|
)
|
Gross profit
|
|
|
-
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses
|
|
|
-
|
|
|
|
(75
|
)
|
General and administrative expenses (Note 10)
|
|
|
(1,305
|
)
|
|
|
(961
|
)
|
Operating loss
|
|
|
(1,305
|
)
|
|
|
(1,029
|
)
|
|
|
|
|
|
|
|
|
|
Financing expenses, net
|
|
|
(63
|
)
|
|
|
(82
|
)
|
Net loss
|
|
|
(1,368
|
)
|
|
|
(1,111
|
)
|
|
|
|
|
|
|
|
|
|
Loss per share (basic and diluted) (Note 12)
|
|
|
(0.04
|
)
|
|
|
(0.04
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of shares of Common Stock outstanding
|
|
|
37,285,015
|
|
|
|
25,027,075
|
|
UAS DRONE CORP.
STATEMENTS OF CHANGES
IN STOCKHOLDERS’ DEFICIT
(USD in thousands, except share and per
share data)
|
|
Number
of
Shares
|
|
|
Amount
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
deficit
|
|
|
Total
stockholders’
deficit
|
|
BALANCE AT JANUARY 1, 2019
|
|
|
25,047,319
|
|
|
|
2
|
|
|
|
1,462
|
|
|
|
(2,652
|
)
|
|
|
(1,188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation for services
|
|
|
82,807
|
|
|
|
*
|
|
|
|
540
|
|
|
|
-
|
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,111
|
)
|
|
|
(1,111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2019
|
|
|
25,130,126
|
|
|
|
2
|
|
|
|
2,002
|
|
|
|
(3,763
|
)
|
|
|
(1,759
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares in exchange for extinguishment of debt
|
|
|
1,046,016
|
|
|
|
*
|
|
|
|
623
|
|
|
|
-
|
|
|
|
623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares in exchange for convertible loans
|
|
|
869,470
|
|
|
|
*
|
|
|
|
448
|
|
|
|
-
|
|
|
|
448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation for services
|
|
|
1,423,453
|
|
|
|
*
|
|
|
|
645
|
|
|
|
-
|
|
|
|
645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Reverse Capitalization
|
|
|
11,606,086
|
|
|
|
2
|
|
|
|
(440
|
)
|
|
|
-
|
|
|
|
(438
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,368
|
)
|
|
|
(1,368
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT DECEMBER 31, 2020
|
|
|
40,075,151
|
|
|
|
4
|
|
|
|
3,278
|
|
|
|
(5,131
|
)
|
|
|
(1,849
|
)
|
The accompanying notes are an integral
part of the consolidated financial statements.
UAS DRONE CORP.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
(USD in
thousands)
|
|
Year ended
|
|
|
|
December 31
|
|
|
|
2020
|
|
|
2019
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
(1,368
|
)
|
|
|
(1,111
|
)
|
Adjustments required to reconcile net loss for the
period to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5
|
|
|
|
2
|
|
Finance expenses
|
|
|
-
|
|
|
|
77
|
|
Stock based compensation
|
|
|
645
|
|
|
|
540
|
|
Interest on loans
|
|
|
(70
|
)
|
|
|
-
|
|
Expenses with respect to convertible loans and debentures
|
|
|
2
|
|
|
|
-
|
|
Decrease (increase) in other current assets
|
|
|
(17
|
)
|
|
|
97
|
|
Increase (decrease) in accounts payable
|
|
|
(52
|
)
|
|
|
71
|
|
Increase (decrease) in other accounts payable
|
|
|
6
|
|
|
|
186
|
|
Net cash used in operating activities
|
|
|
(849
|
)
|
|
|
(138
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from secured promissory notes
|
|
|
965
|
|
|
|
-
|
|
Repayments of long term banking institute
|
|
|
(34
|
)
|
|
|
(29
|
)
|
Net cash provided by (used in) financing activities
|
|
|
931
|
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
82
|
|
|
|
(167
|
)
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
|
23
|
|
|
|
190
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
|
105
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
|
126
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
Non cash transactions:
|
|
|
|
|
|
|
|
|
Issuance of shares in exchange for extinguishment of debt
|
|
|
623
|
|
|
|
-
|
|
Issuance of shares in exchange for convertible loans
|
|
|
448
|
|
|
|
-
|
|
The accompanying notes
are an integral part of the consolidated financial statements.
UAS DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD in thousands)
NOTE
1 – GENERAL
UAS Drone Corp. (“the
Company” or “USDR”) was incorporated under the laws of the State of Nevada on February 4, 2015. Prior to the
Company’s formation, the operations were functioning under Unlimited Aerial Systems, LLP (“UAS LLP”). UAS LLP
was formed under the laws of the State of Louisiana on August 22, 2014. Effective March 31, 2015, the Company completed a reverse
merger with UAS LLP. The reverse merger was accounted for as a reverse capitalization.
On March 9, 2020, the Company
closed on the Share Exchange Agreement (as defined hereunder), pursuant to which, Duke Robotics, Inc. (“Duke Inc.”)
a corporation incorporated under the laws of the state of Delaware, became a majority-owned subsidiary of the Company. Duke Inc.
has a wholly-owned subsidiary, Duke Airborne Systems Ltd. (“Duke Israel,” and collectively with Duke Inc., “Duke”),
which was formed under the laws of the State of Israel in March 2014 and became the sole subsidiary of Duke after its incorporation.
On April 29, 2020, the Company,
Duke Inc., and UAS Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“UAS Sub”),
executed an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which UAS Sub merged with and into Duke
Inc. Upon closing of the Short-Form Merger (as defined hereunder), each outstanding share of UAS Sub’s common stock, par
value $0.0001 per share, was converted into and became one share of common stock of Duke Inc., with Duke Inc. surviving as a wholly-owned
subsidiary of the Company. Pursuant to the Merger Agreement, the Company intended to acquire the remaining outstanding shares of
Duke Inc. held by certain stockholders of Duke Inc. that did not participate in the Share Exchange Agreement (as defined hereunder).
On April 30, 2020, the Company
filed a Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (“SEC”)
on June 19, 2020, to register: (i) 63,856 shares of common stock of the Company that were issued to certain stockholders of Duke
Inc. upon the consummation of the Short-Form Merger; (ii) 14,614,751 shares of common stock of the Company of certain selling stockholders
named in the S-1 Registration Statement; and (iii) 3,649,733 shares of common stock of the Company issuable upon conversion of
Convertible Notes (see Note 6 below).
On June 25, 2020, at the closing
of the transaction contemplated by the Merger Agreement, the Company issued 63,856 shares to certain Duke Inc. stockholders, and
Duke Inc. became a wholly owned subsidiary of the Company.
The Company (collectively with
Duke, the “Group”) is a robotics company dedicated to the development of an advanced robotics stabilization system
that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. The Company’s advanced robotics
system is able to achieve pinpoint accuracy regardless of the movement of the weapons platform or the target.
On January 29, 2021, the Company,
through Duke Israel, and Elbit Systems Land Ltd., an Israeli corporation, entered into a collaboration agreement for the global
marketing and sales, and the production and further development of our developed advanced robotic system mounted on an UAS, armed
with lightweight firearms, which we market under the commercial name “TIKAD.”
Effective October 22, 2020,
Company’s common stock in quoted on the OTC Markets Group, Inc.’s OTCQB® tier Venture Market, under the symbol
“USDR”.
Merger
Transaction
On March 4, 2020, USDR entered
into a Share Exchange Agreement with Duke Inc., and certain shareholders of Duke Inc. who executed and delivered the Share Exchange
Agreement (the “Share Exchange Agreement”), pursuant to which Duke Inc. became a majority-owned subsidiary of USDR
(the “Share Exchange”). The Share Exchange closed on March 9, 2020. Such closing date is referred to as the “Effective
Time.”
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
1 – GENERAL (continue)
Before
entering into the Share Exchange Agreement: (i) Duke entered into debt cancellation letters (the “Debt Cancellation Letters”)
with each of its Stockholders with regard to the Stockholders Loans.
Pursuant to the Debt Cancellation
Letters, 842,135 shares of the Duke Inc. common stock (1,046,016 shares post Exchange Ratio) were issued in exchange for the cancellation
of $623 in debt, leaving $280 of outstanding Stockholders Loans. These Stockholders Loans, including interest (which shall bear
an annual fixed interest rate of 3% as of January 1, 2020), shall be repaid at the date upon which the Company raises at least
$15 million and has achieved earnings before interest, tax, depreciation and amortization of $3 million, but not before the three
year anniversary of the Effective Time and the full repayment of the amounts outstanding under certain convertible loan agreements
in the aggregate amount of $965 (each, a “Convertible Loan Agreement”) (see Note 6B) entered into at the Effective
Time, unless such repayment is otherwise waived by the parties to the Investors’ Loan; (ii) Loans made from Duke to an executive
officer and a former executive officer, who are also stockholders were extinguished in connection with the Debt Cancellation Letters;
(iii) Duke issued a consultant 1,146,005 shares of the Duke Inc. common stock (1,423,453 shares post Exchange Ratio), at par value,
regarding services rendered to Duke Inc. The fair value of the shares issued was estimated at $429 and were recorded to share based
compensation expenses.; and (iv) a convertible loan agreement in amount of $400 bearing an annual interest rate of 6%, including
accumulated interest in amount of $48, was converted into 700,000 shares of Duke Inc. common stock (869,470 shares post Exchange
Ratio).
In
conjunction with the consummation of the Share Exchange, and as a condition thereof, the USDR entered into the agreements listed
below:
|
(i)
|
Convertible Loan Agreements, on the same terms, in the aggregated amount of $965 with several investors.
The term of each investor’s loan is for 12 month and each such agreement bears annual interest of 15%, and at the discretion
of USDR, the term of the investors’ loans can be extended for an additional 12 month period, which the Company did elect
to extend (see also note 6 below). The investors have the option to convert the respective unpaid balance of their loan into shares
of USDR’s common stock based on the lower of the following valuations: (i) the lowest effective price per share set in connection
with any funds raised by USDR during the six months following the Share Exchange; (ii) 80% of the lowest effective price per share
set in connection with any funds raise by USDR at any time subsequent to six months following the Share Exchange until such time
as the Investors’ Loans are fully repaid; (iii) a price per share reflecting a post-money valuation of USDR of $15 million
following the next investment in USDR following closing; or (iv) if at any time following the 6 month anniversary of the closing
of the Share Exchange and until such time as the Investors’ Loans are fully repaid, USDR sells or grants any option to purchase
or sells or grants any right to reprice, or otherwise disposes of or issues any common stock entitling any person to acquire shares
of common stock at an effective price per share that is lower than $0.374. The conversion price is currently $0.374. As of March
30, 2021, the Convertible Loan Agreements have an aggregate outstanding principal balance of $835 as a result of the conversions
of certain Convertible Loan Agreements (see note 15 below).
|
|
(ii)
|
In addition, before entering into the Share Exchange the parties to certain consulting agreements
agreed to exchange their contractual right to receive options in Duke for options to be granted by USDR following the Effective
Time, subject to the terms and conditions of a stock incentive plan, to be adopted by the Board of Directors of USDR.
|
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE 1 –
GENERAL (continue)
|
(iii)
|
Securities exchange agreements with outstanding debt holders of USDR, Alpha Capital Anstalt (“Alpha”)
and GreenBlock Capital LLC (“GBC”) to respectively cancel existing debentures or debt in the total amount of $658 and
in exchange issue new debentures in the aggregate amount of $400 and issue 698,755 and 65,198 shares of common stock to each of
Alpha and GBC, respectively (the “New Debentures”). The New Debentures mature three years from the Effective Date,
bear interest at a rate of 8% per year and are only convertible into shares of the Company’s common stock, at an original
conversion price of $0.374 (the “Original Conversion Price”); provided, however, that such Original Conversion Price
shall be adjusted downward in the event that USDR, as applicable, sells or grants any options to purchase or sells or grants any
right to reprice, or otherwise dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire
shares of the Company’s common stock at an effective price per share that is lower than the Original Conversion Price (such
issuance, a “Dilutive Event”). In the event of a Dilutive Event at any time from the Effective Time through the six
(6) month anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period.
As of March 30, 2021, the New Debentures have an aggregate outstanding principal balance of $200 as a result of conversions of
the New Debentures (see note 15 below).
|
|
(iv)
|
Several Securities Exchange Agreements, with similar terms, to exchange certain promissory notes
having a total principal amount of $35 bearing interest of 6% per annum, for 9,623,621 shares of Company’s common stock.
Signatories to the Securities Exchange Agreements are entitled to an anti-dilution clause in the event that the Convertible Loans
detailed in Note 1(iii) above are converted such that such the number of shares held by such investors would not be lower than
original holding on a fully diluted basis prior to such conversions. Per Accounting Standards Update (“ASU”) 2017-11,
the Company classified the anti-dilution to shareholders equity.
|
|
(v)
|
A Registration Rights Agreement with GBC, Alpha, the Primary Lenders (as defined below) and certain
Duke shareholders. The Company filed a Registration Statement on Form S-1 with the SEC, which was declared effective on June 19,
2020, in compliance with the requirements of the Registration Rights Agreement. The deemed beneficial owners of the common stock,
or other securities, issuable under parties to the Convertible Loan Agreements and the Note Conversion are identical and, as such,
the Company refer to these parties as the “Primary Lenders.”
|
|
(vi)
|
The Company’s former CEO’s outstanding accrued pay of $32 as well as the 25,000
options he held at the end of 2019, were converted into 45,968 shares of the post-transaction Company.
|
Pursuant to the terms of the
Share Exchange Agreement, at the Effective Time, the Company issued an aggregate of 28,469,065 shares of its common stock to the
Duke Inc. stockholders in exchange for 22,920,107 shares of Duke’s Inc. issued and outstanding shares of common stock, representing
approximately 99% of Duke’s Inc. issued and outstanding shares of common stock. Accordingly, each outstanding share of Duke
Inc. common stock was exchanged for the right to receive 1.2421 shares of the Company’s common stock (the “Exchange
Ratio”). Of the shares of Duke Inc. common stock that were exchanged for shares of the Company’s common stock, 51,410
(representing 63,856 shares of the Company’s common stock post-Share Exchange) were issued but remained in escrow until the
Company completed the Short-Form Merger (as defined hereunder). On June 25, 2020, at the closing of the transaction contemplated
by the Merger Agreement, the Company released the shares in escrow.
As such, at the Effective Time,
the Duke stockholders owned an equivalent of approximately 71% of the Company’s common stock. After giving effect to the
Share Exchange, Duke became a subsidiary of the Company. Following the Share Exchange, the Company adopted the business plan of
Duke.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
1 – GENERAL (continue)
The transaction was accounted
for as a reverse asset acquisition in accordance with generally accepted accounting principles in the United States of America
(“GAAP”). Under this method of accounting, Duke was deemed to be the accounting acquirer for financial reporting purposes.
This determination was primarily based on the facts that, immediately following the Merger: (i) Duke’s stockholders
owned a substantial majority of the voting rights in the combined company, (ii) Duke designated a majority of the members
of the initial board of directors of the combined company, and (iii) Duke’s senior management holds all key positions
in the senior management of the combined company. As a result of the Recapitalization Transaction, the shareholders of Duke received
the largest ownership interest in the Company, and Duke was determined to be the “accounting acquirer” in the Recapitalization
Transaction. As a result, the historical financial statements of the Company were replaced with the historical financial statements
of Duke. The number of shares prior to the reverse capitalization have been retroactively adjusted based on the equivalent number
of shares received by the accounting acquirer in the Recapitalization Transaction.
On April 29, 2020, the Company,
Duke Inc. and UAS Sub, executed the Merger Agreement, pursuant to which UAS Sub merged with and into Duke, with Duke surviving
as a wholly-owned subsidiary of the Company (the “Short-Form Merger”). Pursuant to the Merger Agreement, on June 25,
2020, the Company acquired the remaining outstanding shares of Duke held by those certain Duke shareholders that did not participate
in the Share Exchange.
The COVID-19 pandemic has caused
states of emergency to be declared in various countries, travel restrictions imposed globally, quarantines established in certain
jurisdictions and various institutions and companies being closed. COVID-19 has also adversely affect the Group’s ability
to conduct its business effectively due to disruptions to its capabilities, availability and productivity of personnel, while the
Group simultaneously attempts to comply with rapidly changing restrictions, such as travel restrictions, curfews and others. In
particular, on January 24, 2021, the Government of Israel announced that effective January 26, 2021, non-Israeli residents or citizens,
except for non-nationals whose lives are based in Israel, are not allowed to enter Israel, and the number of Israeli citizens permitted
to enter the country per day will be capped at 3,000. In addition, the Ministry of Health in the State of Israel issued guidelines
on March 11, 2020, which were most recently updated in March 2021, recommending people avoid gatherings in one space and providing
that no gathering of more than 20 people should be held under any circumstances. Employers (including the Group) are also required
to prepare and increase as much as possible the capacity and arrangement for employees to work remotely. In addition, on January
25, 2021, the President of the United States issued a proclamation to restrict travel to the United States from foreign nationals
who have recently been in China, Iran, South Africa, and certain European and Latin America countries. Although to date these restrictions
have not impacted the Group’s operations, the effect on its business, from the spread of COVID-19 and the actions implemented
by the governments of the State of Israel, the United States and elsewhere across the globe, may worsen over time. The spread of
COVID-19 may also result in the inability of the Group’s manufacturers to deliver components or finished products on a timely
basis and may also result in the inability of the Group’s suppliers to deliver the parts required by its manufacturers to
complete manufacturing of components or finished products. In addition, governments may divert spending from other budgeted resources
as they seek to reduce and/or stop the spread of COVID-19. Such events may result in a period of business and manufacturing disruption,
and in reduced operations, any of which could materially affect the Group’s business, financial condition and results of
operations. The extent to which COVID-19 impacts the Group’s business will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions
to contain COVID-19 or treat its impact, among others. The Group is actively monitoring the pandemic and it is taking any necessary
measures to respond to the situation in cooperation with the various stakeholders.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
1 – GENERAL (continue)
Going Concern
Since inception, the Group has
devoted substantially all its efforts to research and development. The Group is still in its development stage and the extent of
the Group’s future operating losses and the timing of becoming profitable, if ever, are uncertain. As of December 31, 2020,
the Group had $105 in cash and cash equivalents, net losses of $1,368, an accumulated deficit of $5,131, and a negative working
capital of $1,176.
The Group will need to secure
additional capital in the future in order to meet its anticipated liquidity needs primarily through the sale of additional Common
Stock or other equity securities and/or debt financing. Funds from these sources may not be available to the Group on acceptable
terms, if at all, and the Group cannot give assurance that it will be successful in securing such additional capital.
These conditions raise substantial
doubt about the Group’s ability to continue to operate as a “going concern.” The Company’s ability to continue
operating as a going concern is dependent on several factors, among them is the ability to raise sufficient additional funding.
The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
Risk factors
The Group faces a number of
risks, including uncertainties regarding finalization of the development process, demand and market acceptance of the Group’s
products, the effects of technological changes, competition and the development of products by competitors. Additionally, other
risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations on the Group’s
future results. In addition, the Group expects to continue incurring significant operating costs and losses in connection
with the development of its products and marketing efforts. The Group has not yet generated significant revenues from its
operations to fund its activities, and therefore the continuance of its activities as a going concern depends on the receipt of
additional funding from its current stockholders and investors or from third parties.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
The financial statements were
prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).
|
A.
|
Use of estimates in the preparation of financial statements
|
The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported
amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial
statements, the most significant estimates and assumptions relate to the going concern assumptions and convertible loans.
A majority of the Group’s
expected revenues is generated in dollars. In addition, most of the Group’s costs are denominated and determined in
dollars and in new Israeli shekels. Management believes that the dollar is the currency in the primary economic environment in
which the Group operates. Thus, the functional and reporting currency of the Group is the dollar.
Accordingly, monetary accounts
maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification
(“ASC”) 830, “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance
sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.
|
C.
|
Principles of consolidation
|
The consolidated financial statements
include the accounts of the Company and its subsidiaries Duke Inc., UAS Sub and Duke Israel. All significant intercompany balances
and transactions have been eliminated on consolidation.
|
D.
|
Cash and cash equivalents, and Restricted cash
|
Cash equivalents are short-term
highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted
as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.
|
E.
|
Property, plant and equipment, net
|
|
1.
|
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated
using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of,
the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized
from disposition is reflected in the Statements of Operations and Comprehensive Loss.
|
|
2.
|
Rates of depreciation:
|
|
|
%
|
|
Furniture and office equipment
|
|
7-15
|
|
Computers
|
|
33
|
|
Office improvements
|
|
10
|
|
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (continue)
|
F.
|
Impairment of long-lived assets
|
The Group’s long-lived
assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be
held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to
be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December
31, 2020 or 2019.
The Group accounts for income
taxes in accordance with ASC Topic 740, “Income Taxes” (“ASC Topic 740-10”). Accordingly, deferred income
taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between
the financial accounting and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed
using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred
tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.
The Group accounts for uncertain
tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC
Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to
classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such
items in its fiscal 2020 and 2019 financial statements and did not recognize any liability with respect to an unrecognized tax
position in its balance sheets.
|
H.
|
Research and development expenses
|
Research and development expenses
are charged to operations as incurred.
|
I.
|
Basic and diluted loss per share
|
Basic loss per share is computed
by dividing the loss for the period applicable to shareholders, by the weighted average number of shares of common stock outstanding
during the period. Securities that may participate in dividends with the shares of common stock (such as the convertible preferred)
are considered in the computation of basic loss per share under the two class method. However, in periods of net loss, only the
convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of the Company.
In computing diluted loss per
share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares.
Accordingly, in periods of net loss, no potential shares are considered.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (continue)
|
J.
|
Stock-based compensation
|
The Company measures and recognizes
the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC
718, “Compensation-Stock Compensation.” Share-based payments including grants of stock options are recognized in the
statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value
of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs,
net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service
period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.
Share-based payments awarded
to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees.”
|
K.
|
Concentrations of credit risk
|
Financial instruments that potentially
subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current
assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli
Shekels, are deposited with major banks in Israel and the United States. Management believes that such financial institutions are
financially sound and, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not
have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other
foreign hedging arrangements.
The Company records accruals
for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred
and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information
becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.
|
M.
|
Derivative Liabilities and Fair Value of Financial Instruments
|
Fair value accounting requires
bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement
of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible
debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.
If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation
process of these instruments as derivative financial instruments under ASC 815.
Once determined, derivative
liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being
recorded in results of operations as an adjustment to fair value of derivatives.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (continue)
Fair value of certain of the
Company’s financial instruments including cash, accounts receivable, account payable, accrued expenses, notes payables, and
other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance
with ASC 820, “Fair Value Measurements and Disclosure” (“ASC 820”) defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.
Fair value, as defined in ASC
820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should
reflect the risk of non-performance, which includes, among other things, the Company’s credit risk.
Valuation techniques are generally
classified into three categories: the market approach; the income approach; and the cost approach. The selection and application
of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset
or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize
the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs
and resulting measurement as follows:
Level 1: Quoted prices (unadjusted)
in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Quoted prices for similar
assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active;
inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or
corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: Unobservable inputs
for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.
Fair value measurements are
required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall.
Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements
including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to
the following: total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings,
and a description of where those gains or losses included in earning are reported in the statement of income.
The Company records a debt discount
related to the issuance of convertible debts that have conversion features at adjustable rates. The debt discount for the convertible
instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and
as a reduction to the carrying amount of the convertible instrument equal to the fair value of the conversion features. The debt
discount will be accreted by recording additional non-cash gains and losses related to the change in fair values of derivative
liabilities over the life of the convertible notes.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (continue)
The Company’s financial
assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:
|
|
Balance as of December 31, 2020
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of convertible component in convertible loan
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
|
|
48
|
|
Total liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
48
|
|
|
|
48
|
|
The following table presents
the changes in fair value of the level 3 liabilities for the Year ended December 31, 2020:
|
|
Fair value of Convertible
component
|
|
Outstanding at January 1, 2020
|
|
|
-
|
|
Fair value of issued level 3 liability
|
|
|
276
|
|
Changes in fair value
|
|
|
(228
|
)
|
Outstanding at December 31, 2020
|
|
|
48
|
|
|
N.
|
Certain Financial Instruments with Down Round Features
|
The Company accounts Certain
Financial Instruments with Down Round Features based on ASU 2017-11, “Earnings per share: I. Accounting for Certain Financial
Instruments with Down Round Features,” which allows companies to exclude a down round feature when determining whether a
financial instrument is considered indexed to the entity’s own stock. As a result, financial instruments with down round
features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round
feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial
instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and
a reduction of income available to common shareholders in computing basic earnings per share.
|
O.
|
Recent Accounting Pronouncements
|
Accounting Pronouncements
Adopted in 2020
In June 2016, the Financial
Accounting Standards Board (the “FASB”) issued an ASU that supersedes the existing impairment model for most financial
assets to a current expected credit loss model. The new guidance requires an entity to recognize an impairment allowance equal
to its current estimate of all contractual cash flows the entity does not expect to collect. The Group adopted this guidance effective
January 1, 2020, with no material impact on its consolidated financial statements
In June 2016, the FASB issued
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments. This guidance
replaces the current incurred loss impairment methodology. Under the new guidance, on initial recognition and at each reporting
period, an entity is required to recognize an allowance that reflects its current estimate of credit losses expected to be incurred
over the life of the financial instrument based on historical experience, current conditions and reasonable and supportable forecasts.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES (continue)
The guidance became effective
on January 1, 2020, including interim periods within that year and requires a modified retrospective transition approach through
a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Under the modified retrospective
method of adoption, prior year reported results are not restated. The Company has performed its analysis of the impact on its financial
instruments that are within the scope of this guidance and has concluded that there was no material impact to its consolidated
financial statements.
In August 2018, the FASB issued
ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure
Framework — Changes to
the Disclosure Requirements for Fair Value Measurement” (“ASU No. 2018-13”) as part of the FASB’s broader
disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures, providing greater focus on requirements
that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements.
The adoption of ASU No. 2018-13 as of January 1, 2020 did not have a material impact on the Company’s consolidated financial
statements.
Recently Issued Accounting
Pronouncements Not Yet Adopted
In December 2019, the FASB issued
ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income
Taxes.” The amendments in this ASU simplify the accounting for income taxes, eliminates certain exceptions to the general
principles in Topic 740 and clarifies certain aspects of the current guidance to improve consistent application among reporting
entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods within annual periods
beginning after December 15, 2022, though early adoption is permitted, including adoption in any interim period for which financial
statements have not yet been issued. This standard is not expected to have a material impact to the Company’s consolidated
financial statements after evaluation.
In
August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options”
(Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for
convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible
preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized
from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation
models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that
meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2)
convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.
ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity
to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for
fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is
permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal
years. The Company is currently evaluating the impact that the adoption of ASU 2020-06 will have on the Company’s
consolidated financial statement presentation or disclosures.
Other new pronouncements issued
but not effective as of December 31, 2020 are not expected to have a material impact on the Company’s consolidated financial
statements.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
3 – OTHER CURRENT ASSTES
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Loans to executive officers (1)
|
|
|
-
|
|
|
|
21
|
|
Prepaid expenses
|
|
|
8
|
|
|
|
-
|
|
Government Institutions
|
|
|
8
|
|
|
|
2
|
|
Investment in subsidiary
|
|
|
3
|
|
|
|
-
|
|
|
|
|
19
|
|
|
|
23
|
|
|
(1)
|
On November 20, 2017, the Group made available to an
executive officer and a former executive officer, who are also stockholders, a loan in the amount of $10 each. The loans bear
interest at a rate of approximately 3% per year. The loans, including the accumulated interest amount, shall be repaid at the
earlier of the following dates: (i) December 31, 2019; or (ii) at the date of repayment of the loan made available by the stockholders
to the Company according to a loan agreement as stated in Note 5; or (iii) from any dividend or other distribution to be made
by the Company to its shareholders. The two stockholders are entitled to repay the outstanding amount of the loan at any time.
The loans to executive officers were extinguished in connection with and prior to the Share Exchange.
|
NOTE
4 – PROPERTY AND EQUIPMENT, NET
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Computers
|
|
|
10
|
|
|
|
10
|
|
Furniture and office equipment
|
|
|
12
|
|
|
|
12
|
|
Leasehold improvements
|
|
|
15
|
|
|
|
15
|
|
|
|
|
37
|
|
|
|
37
|
|
Less - accumulated depreciation
|
|
|
(25
|
)
|
|
|
(20
|
)
|
Total property and equipment, net
|
|
|
12
|
|
|
|
17
|
|
In the years
ended December 31, 2020 and 2019, depreciation was US$ 5 and US$ 2 respectively.
NOTE
5 –OTHER ACCOUNTS LIABILITIES
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Accrued expenses
|
|
|
213
|
|
|
|
208
|
|
Other
|
|
|
-
|
|
|
|
1
|
|
|
|
|
213
|
|
|
|
209
|
|
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
6 – CONVERTIBLE LOANS
|
A.
|
As detailed in Note 1 above, the New Debentures in the amount of $400, mature three years from
the Effective Date, bear interest at a rate of 8% per year and are only convertible into shares of the Company’s common stock,
at the Original Conversion Price ; provided, however, that such Original Conversion Price shall be adjusted downward in the
event that the Company, as applicable, sells or grants any options to purchase or sells or grants any right to reprice, or otherwise
dispose or issues any common stock or common stock equivalents entitling any purchaser to acquire shares of the Company’s
common stock at Dilutive Event. In the event of a Dilutive Event at any time from the Effective Time through the six (6) month
anniversary of the Effective Time, any such adjustment shall occur immediately after the completion of such period. As of
March 30, 2021, the New Debentures have an aggregate outstanding principal balance of $200 as a result of conversions of the New
Debentures (see note 15 below).
|
In accordance with ASC 815-15-25,
the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value as its fair value
can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded
finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component
fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting
gains or losses shown in the statements of operations.
The
fair value of the convertible component was estimated by third party appraiser using the Black-Scholes option pricing model,
to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet
date. The Company has estimated the fair value of such derivative at a value of $132 at the date of issuance and at a value
of $26 as of December 31, 2020. The following are the data and assumptions used as of the balance sheet date:
|
|
December 31,
2020
|
|
|
March 10,
2020
|
|
Common stock price
|
|
0.25
|
|
|
0.374
|
|
Expected volatility
|
|
34.89%
|
|
|
37%
|
|
Expected term
|
|
2.19 years
|
|
|
3 years
|
|
Risk free rate
|
|
0.17%
|
|
|
0.58%
|
|
Forfeiture rate
|
|
0%
|
|
|
0%
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
The fair value allocated to
loans out of the New Debentures was estimated by third party appraiser based on the debentures’ and market interest’
rates and was estimated at a value of $332 at the issuance date. The access of the calculated fair values of the loan and the convertible
components over the loan face amounted to $67, and was recorded as interest expenses.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE 6 –
CONVERTIBLE NOTES (continue)
|
B.
|
In connection with the Share Exchange, immediately prior to the Effective Time, the Company entered
into several Convertible Loan Agreements, on the same terms, in the aggregate amount of $965. The terms of the Convertible Loan
Agreements require repayment of the borrowed amount by the one-year anniversary of the Effective Time, unless, at Company’s
discretion, and subject to its compliance with any and all terms of the material terms of the Convertible Loan Agreements, the
term of such loans is extended for an additional twelve (12) month period. The terms of the Convertible Loan Agreements also provide
that the Company may repay any portion of the remaining outstanding loan amount, without penalty, provided, however, that the Company
provides the specific lender with three business days’ written notice prior to such repayment, during which time the lender
may elect to convert any or all of the outstanding loan amount into shares of common stock of the Company. The Convertible Loan
Agreements bear simple interest at a rate equal to 15% per annum, payable on the 15th day of each calendar month. On December 9,
2020, the Company utilized its rights under the above agreement and extended the terms of the loans for additional twelve month.
|
The lenders will have the option
to convert the unpaid balance of their respective Convertible Loans into shares of Company’s common stock based on the lower
of (A) lowest effective price per share set in connection with any funds raised by the Company during the six (6) months following
the Effective Time. “Effective price” per share means (i) if only shares of Company’s common stock are sold in
a transaction, the amount actually received in cash by the Company, and (ii) if shares of Company’s common stock are sold
in a transaction and, in connection therewith additional securities or rights are sold or otherwise issued, the amount actually
received in cash by the Company, for the shares of Company’s common stock and such additional rights upon their issuance,
reduced by the aggregate fair market value of the additional rights (as determined using the Black-Scholes option pricing model
or another method determined by the Company in good faith), in each case divided by the number of shares of Company’s common
stock issued in such transaction; (B) 80% of the lowest effective price per share set in connection with any funds raise by the
Company at any time subsequent to six (6) months following the Effective Time until such time as the loans outstanding under all
of the Convertible Loan Agreements are fully repaid or otherwise converted provided, however, that such price per share shall not
be available in the event of an issuance of Alternative Securities to the lender); (C) a price per share reflecting a post-money
valuation of the Company of $15million following the next investment in the Company following the Effective Time; or (D) the conversion
price, as adjusted for a Dilutive Event, under the New Debentures. The conversion price is currently $0.374. As of March 30, 2021,
the Convertible Loan Agreements have an aggregate outstanding principal balance of $835 as a result of the conversions of certain
Convertible Loan Agreements (see note 15 below).
In accordance with ASC 815-15-25,
the conversion feature was considered an embedded derivative instrument, and is to be recorded at its fair value as its fair value
can be separated from the convertible loan and its conversion is independent of the underlying note value. The Company recorded
finance expenses in respect of the convertible component in the convertible loan in the excess amount of the convertible component
fair value over the face loan amount. The conversion liability is then marked to market each reporting period with the resulting
gains or losses shown in the statements of operations.
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
6 – CONVERTIBLE NOTES (continue)
The fair value of the convertible
component was estimated by third party appraiser using the Black-Scholes option pricing model, to compute the fair value of the
derivative and to mark to market the fair value of the derivative at each balance sheet date. The Company has estimated the fair
value of such derivative at a value of $144 at the date of issuance and at a value of $22 as of December 31, 2020. The following
are the data and assumptions used as of the balance sheet date:
|
|
December 31,
2020
|
|
|
March 10,
2020
|
|
Common stock price
|
|
0.25
|
|
|
0.374
|
|
Expected volatility
|
|
34.89%
|
|
|
37%
|
|
Expected term
|
|
1.19 years
|
|
|
1 year
|
|
Risk free rate
|
|
0.36%
|
|
|
0.43%
|
|
Forfeiture rate
|
|
0%
|
|
|
0%
|
|
Expected dividend yield
|
|
0%
|
|
|
0%
|
|
The fair value allocated to
loans net of the convertible component was estimated at a value of $822 at the issuance date.
NOTE
7 - STOCKHOLDERS LOANS
Since Duke’s inception and until 2017, certain Duke
affiliates provided loans to Duke from time to time, as needed. Some of the Stockholders Loans bear an annual fixed interest at
3.00% and some of the Stockholders Loans bear an annual interest rate as defined in section 3(j) of the Israeli tax ordinance (the
interest rate 2019 was set on 2.56% per annum). The Stockholders’ loans, including the accumulated interest amount, were
to be repaid in full within 7-15 days from any capital raised by the Company or related parties of the Company, whether by a stock
offering and / or loans in excess of NIS 10 million (approximately $2.5 million).
As detailed in note 1 above, before
entering into the Share Exchange Agreement: (i) Duke entered into Debt Cancellation Letters with each of its Stockholders with
regard to the Stockholders Loans noted above. Pursuant to the Debt Cancellation Letters, 842,135 shares of the Duke Inc. common
stock (1,046,016 shares post Exchange Ratio) were issued in exchange for the cancellation of $623 in debt, waiving $83 of accrued
interest and leaving $280 of outstanding Stockholders Loans. These Stockholders Loans, including interest (which shall bear an
annual fixed interest rate of 3% as of January 1, 2020), shall be repaid at the date upon which the Company raises at least $15
million and has achieved earnings before interest, tax, depreciation and amortization of $3 million, but not before the three year
anniversary of the Effective Time and the full repayment of the amounts outstanding under certain convertible loan agreements in
the aggregate amount of $965 (see additional information in Note 6B).
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
8 – SHAREHOLDERS’ EQUITY
Description of the rights
attached to the Shares in the Company:
The holders of shares of Common
Stock vote together as one class on all matters as to which holders of Common Stock are entitled to vote. Except as otherwise required
by applicable law and subject to the preferential rights of any outstanding preferred stock, all voting rights are vested in and
exercised by the holders of Common Stock with each share of our Common Stock being entitled to one vote, including in all elections
of directors. The Company does not have a classified board of directors (the “Board”). Subject to preferences that
may be applicable to any outstanding preferred stock, the holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by the Board out of legally available funds therefore. In the event of the Company’s
liquidation, dissolution or winding up, holders of the Common Stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior liquidation rights of preferred stock, if any, then outstanding. The Common Stock has
no cumulative voting rights and no preemptive or other rights to subscribe for shares of the Company. There are no redemption or
sinking fund provisions applicable to the Common Stock. All shares of Common Stock currently outstanding are fully paid and non-assessable.
Transactions:
On June
1, 2018, the Company granted an aggregate of 200,000 shares of common stock to a consultant at a value of $3.00 per share of common
stock in exchange for consulting services. The stock will be issued to the consultant over a 3-year vesting period. On June 1,
2019 the Company issued to the consultant the first tranche of 66,667 shares of common stock. During the year ended December 31,
2020 the Company recorded compensation expenses in regard to such offering in the amount of $108.
Refer
to notes 1 above regarding shares issued during 2020.
NOTE
9 – STOCK OPTIONS
The following table presents
Duke Inc.’s stock option activity the year ended December 31, 2020:
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise Price
|
|
Outstanding at December 31,2019
|
|
|
995,000
|
|
|
|
2.70
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited or expired
|
|
|
-
|
|
|
|
-
|
|
Outstanding at December 31,2020
|
|
|
995,000
|
|
|
|
2.70
|
|
Number of options exercisable at December 31, 2020
|
|
|
895,000
|
|
|
|
2.75
|
|
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
9 – STOCK OPTIONS (continue)
The aggregate intrinsic value
of the awards outstanding as of December 31, 2020 is $0. These amounts represent the total intrinsic value, based on the Company’s
stock price of $0.374 as of December 31, 2020, less the weighted exercise price. This represents the potential amount received
by the option holders had all option holders exercised their options as of that date.
The stock options outstanding
as of December 31, 2020, have been separated into exercise prices, as follows:
Exercise price
|
|
Stock
options
outstanding
|
|
|
Weighted average
remaining contractual
life – years
|
|
|
Stock options vested
|
|
|
|
As
of December 31, 2020
|
|
2.25
|
|
|
400,000
|
|
|
|
1.7
|
|
|
|
300,000
|
|
3
|
|
|
595,000
|
|
|
|
1.30
|
|
|
|
595,000
|
|
|
|
|
995,000
|
|
|
|
|
|
|
|
895,000
|
|
The stock options outstanding
as of December 31, 2019, have been separated into exercise prices, as follows:
Exercise price
|
|
Stock
options
outstanding
|
|
|
Weighted average
remaining contractual
life – years
|
|
|
Stock options vested
|
|
|
|
As of December 31, 2019
|
|
2.25
|
|
|
400,000
|
|
|
|
2.70
|
|
|
|
200,000
|
|
3
|
|
|
595,000
|
|
|
|
2.30
|
|
|
|
595,000
|
|
|
|
|
995,000
|
|
|
|
|
|
|
|
795,000
|
|
Compensation expense recorded
by the Company in respect of its stock-based compensation awards for the period ended December 31, 2020 was $108 and are included
in General and Administrative expenses in the Statements of Operations
UAS DRONE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands , except share and per
share data)
NOTE
10 – GENERAL AND ADMINISTRATIVE EXPENSES
|
|
Year ended December 31
|
|
|
|
2020
|
|
|
2019
|
|
Professional services
|
|
|
538
|
|
|
|
310
|
|
Share base compensation
|
|
|
645
|
|
|
|
540
|
|
Insurance
|
|
|
47
|
|
|
|
-
|
|
Adverting and promotion
|
|
|
34
|
|
|
|
-
|
|
Rent and office maintenance
|
|
|
25
|
|
|
|
107
|
|
Levies and tolls
|
|
|
6
|
|
|
|
-
|
|
Depreciation
|
|
|
5
|
|
|
|
4
|
|
Other expenses
|
|
|
5
|
|
|
|
-
|
|
|
|
|
1,305
|
|
|
|
961
|
|
NOTE
11 – LITIGATION
On February 14, 2018, a complaint
was filed against the: (i) Duke Inc., (ii) Duke Israel, (iii) Aphek Trading Kadosh and Razi Ltd. (“Aphek”) an Israeli
corporation owned by Raziel Atuar and Amir Kadosh, and (iv) Mr. Aharon Sagiv, currently, the Chief Technology Officer and Director
of the Company, by Blackhawk Laboratories (the “Plaintiff”), a U.S. based company, in the Tel Aviv District of Israel
(Case No. 31727-02-18). The complaint asserts a claim for breach of contract, breach of duty, negligence and unjust enrichment
with regard to a services agreement dated June 13, 2014 between the Plaintiff and Duke. The complaint asserts that Duke Israel
agreed to pay for certain services alleged to have been performed by the Plaintiff and that the Plaintiff was entitled to receive
8% of the issued and outstanding shares of common stock of, over a 12 month period from June 2014 to June 2015. The Plaintiff’s
complaint seeks an order requiring either Duke Israel to issue to the Plaintiff 8% of its issued and outstanding shares of our
common stock; or alternatively for Duke Inc. to issue to the Plaintiff 4.8% of its issued and outstanding shares of our common
stock; or alternatively for Aphek and Mr. Aharon Sagiv to transfer 8% of their shareholdings in the Company to the Plaintiff.
The defendants believe the Plaintiff’s
complaint has no merit and they intend to vigorously defend the lawsuit. The Company and Duke Inc. do not believe the lawsuit will
have a material effect on the Company as all three co-founders of the Company (Raziel Atuar, Amir Kadosh and Sagiv Aharon) have
agreed to indemnify the Group for any losses resulting from the lawsuit, including taking responsibility for the issuance of any
shares of the Group’s common stock in the event the Plaintiff is successful in its lawsuit.
UAS
DRONE CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(USD
in thousands , except share and per share data)
NOTE
12 – INCOME TAX
U.S. resident companies are
taxed on their worldwide income for corporate income tax purposes at a statutory rate of 21% this reflect certain effects of the
Act which includes a reduction in the corporate tax rate from 35% to 21% as well as other changes. No further taxes are payable
on this profit unless that profit is distributed. If certain conditions are met, income derived from foreign subsidiaries is tax
exempt in the US under applicable tax treaties to avoid double taxation.
Income of the Israeli company
is taxable from 2018 onwards, at corporate tax rate of 23%.
The Company and subsidiaries
have not received final tax assessments since its inception.
As of December 31, 2020, the
Company and subsidiaries had carry forward losses for tax purposes of approximately $1,225 and $2,813, respectively, which can
be offset against future taxable income, if any.
|
A.
|
The following is reconciliation between the theoretical tax on pre-tax income, at the tax rate
applicable to the Company (federal tax rate) and the tax expense reported in the financial statements:
|
|
|
Year ended December 31
|
|
|
|
2020
|
|
|
2019
|
|
|
|
US Dollars
|
|
Pretax loss
|
|
|
(1,368
|
)
|
|
|
(1,111
|
)
|
Federal tax rate
|
|
|
21
|
%
|
|
|
21
|
%
|
Income tax computed at the ordinary tax rate
|
|
|
287
|
|
|
|
233
|
|
Stock-based compensation
|
|
|
(135
|
)
|
|
|
(114
|
)
|
Tax in respect of differences in corporate tax rates
|
|
|
5
|
|
|
|
2
|
|
Losses and timing differences in respect of which no deferred taxes were generated
|
|
|
(157
|
)
|
|
|
(121
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
B.
|
Deferred taxes result primarily from temporary differences in the recognition of certain revenue
and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets
are as follows:
|
|
|
Year ended December 31
|
|
|
|
2020
|
|
|
2019
|
|
|
|
US Dollars
|
|
Composition of deferred tax assets:
|
|
|
|
|
|
|
|
|
Non capital loss carry forwards
|
|
|
872
|
|
|
|
378
|
|
Valuation allowance
|
|
|
(872
|
)
|
|
|
(378
|
)
|
|
|
|
-
|
|
|
|
-
|
|
UAS DRONE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(USD in thousands , except share and per
share data)
NOTE
13 – LOSS PER SHARE
Basic loss per share is computed
by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares
of common stock used in computing basic and diluted loss per share for the years ended December 31, 2020 and 2019, are as follows:
|
|
Year ended December 31
|
|
|
|
2020
|
|
|
2019
|
|
|
|
Number
of shares
|
|
Weighted average number of shares of common stock outstanding attributable to shareholders
|
|
|
37,285,015
|
|
|
|
25,027,075
|
|
Total weighted average number of shares of common stock related to outstanding options, excluded from the calculations of diluted loss per share (*)
|
|
|
995,000
|
|
|
|
995,000
|
|
|
(*)
|
The effect of the inclusion of option and convertible
loans in 2020 and 2019 is anti-dilutive.
|
NOTE
14 – RELATED PARTIES
|
A.
|
Transactions and balances with related parties
|
|
|
Year ended December 31
|
|
|
|
2020
|
|
|
2019
|
|
General and administrative expenses:
|
|
|
|
|
|
|
|
|
Directors compensation
|
|
|
175
|
|
|
|
-
|
|
|
|
|
175
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Financing:
|
|
|
|
|
|
|
|
|
Financing expense
|
|
|
133
|
|
|
|
13
|
|
Financing income
|
|
|
75
|
|
|
|
-
|
|
|
B.
|
Balances with related parties:
|
|
|
As of December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Other accounts liabilities
|
|
|
19
|
|
|
|
-
|
|
Stockholders loans
|
|
|
268
|
|
|
|
925
|
|
Convertible loans
|
|
|
972
|
|
|
|
-
|
|
|
C.
|
On April 12, 2020, effective as of March 1, 2020, the Board of Directors approved the payment of
certain fees to directors in the amounts of $4.98, $4.98 and $6.95 per month to Yariv Alroy, Sagiv Aharon and Erez Nachtomy (each,
an “Active Director”), respectively. On April 12, 2020, the Company also enacted a policy to pay each director (that
is not otherwise an Active Director) an amount of $1.5 for each calendar quarter and $0.40 for attendance of each meeting of the
board of directors. These amounts are exclusive of Israeli VAT if applicable.
|
UAS
DRONE CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(USD
in thousands)
NOTE
15 – SUBSEQUENT EVENTS
|
A.
|
On January 29, 2021, the Company, through its wholly owned subsidiary Duke Israel
and Elbit, entered into a collaboration agreement (the “Agreement”) for the global marketing and sales, and the production
and further development of Duke’s developed advanced robotic system mounted on an Unmanned Aerial Solution (“UAS”),
armed with lightweight firearms, which the Company markets under the commercial name “TIKAD.”
|
Pursuant to the Agreement, Duke
has granted Elbit a worldwide exclusive license for the use of Duke’s know-how and intellectual property and the marketing,
sales, production, and further development of the TIKAD for military, defense, homeland security, and para-military uses. As consideration
for granting the worldwide exclusive license, Elbit will pay Duke royalties from revenues received from worldwide sales of TIKAD,
with royalty rates ranging from low to mid-double-figure percentages, depending on the tiers of the selling price of TIKAD, for
a period starting from the date of the Agreement until 15 years following receipt of $5,000 in cumulative revenues from sales of
TIKAD units. In addition, Duke agreed to pay Elbit similar rates of royalties for revenues received by Duke from sales of its advanced
robotic system for civil use, if such systems will include new know-how developed by Elbit.
Pursuant to the terms of the
Agreement, the parties also agreed to cooperate in continuing a project (the “Project”) that has already started with
a customer in the Asia Pacific region. Elbit has agreed to invest, at its discretion and pursuant to certain milestones, in the
further development and setting up of serial production lines of TIKAD, and may elect to increase such investment subject to the
satisfaction of certain criteria, including Elbit’s right to terminate the Agreement if, for example, the Project is cancelled
by the customer. Such investment amounts will be made into Elbit’s owned assets and production lines of TIKAD. Elbit will
recoup 50% of its investment amount, up to $6,000, by offsetting 50% of royalty payments that may be due to Duke.
|
B.
|
During February 2021, holder of Convertible Loan as detailed in note 6A above, converted $200 principal
amount ($215.066 including accrued interest) into 575,044 common stock of the Company.
|
|
C.
|
On February 12, 2021 and March 2, 2021, the Company issued 171,246 common stock of the Company,
to several holders Security Exchange Agreement signed at March 9, 2020 between the Company and several debt holders (see note 1(iii)
above), according to which, such holders are entitled to an anti-dilution clause in the event that the Convertible Loans detailed
in notes 6B and 1(iii) above are converted such that such the number of shares held by such investors would not be lower than original
holding on a fully diluted basis prior to such conversions.
|
|
D.
|
On March 5, 2021 holder of Convertible Loan as detailed in note 6B above, converted the principal
amount of $130 into 347,594 shares of the Company’s common stock.
|
|
E.
|
On March 25, 2021, the Board of Directors appointed Yossef Balucka
to serve as its Chief Executive Officer and President. In conjunction with the appointment of Mr. Balucka, the Company issued to
Mr. Balucka options to purchase 450,000 shares of the Company’s commons stock at an exercise price of $0.0001 per share,
subject to and in accordance with the terms and conditions of an Option Plan to be set up and approved by the Company at the discretion
of the board of directors. The options shall vest over a three year period, with 50% of the options to vest on the first anniversary
of the grant date, and the balance of 50% of the options to vest in equal parts on the second and third anniversary of the grant
date, respectively, subject to the Mr. Balucka providing continued services to the Company.
|
UAS DRONE CORP.
18,264,448 Shares
Common Stock
PROSPECTUS
____________, 2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our articles of incorporation
provide for the indemnification of directors to the fullest extent permissible under Nevada law. Our bylaws provide for the indemnification
of officers, directors and other agents acting on our behalf to an extent consistent with applicable provisions of the Nevada Revised
Statutes (“NRS”).
Section 78.7502(1) of
the NRS authorizes a Nevada corporation to indemnify any director, officer, employee or corporate agent “who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation” due to his or her corporate role. Section 78.7502(1)
extends this protection “against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding if he or she acted in good faith and in a manner that he or she
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.”
Section 78.7502(2) of
the NRS also authorizes indemnification of the reasonable defense or settlement expenses of a corporate director, officer, employee or
agent who is sued, or is threatened with a suit, by or in the right of the corporation. The party must have been acting in good
faith and with the reasonable belief that his or her actions were not opposed to the corporation’s best interests. Unless the court
rules that the party is reasonably entitled to indemnification, the party seeking indemnification must not have been found liable to the
corporation.
To the extent that a corporate
director, officer, employee or agent is successful on the merits or otherwise in defending any action or proceeding referred to in Section
78.7502(1) or 78.7502(2), Section 78.7502(3) of the NRS requires that he or she be indemnified “against expenses, including attorneys’
fees, actually and reasonably incurred by him in connection with the defense.”
Section 78.751(1) of the
NRS limits indemnification under Sections 78.7502(1) and 78.7502(2), with the exception of court-ordered indemnification or advancement
pursuant to Section 78.751(3) of the NRS, to situations in which either (1) the stockholders, (2) the majority of a disinterested quorum
of directors, or (3) independent legal counsel determine that indemnification is proper under the circumstances.
Pursuant to Section 78.751(2)
of the NRS, the corporation may advance an officer’s or director’s expenses incurred in defending any action or proceeding upon receipt
of an undertaking. Section 78.751(3)(a) provides that the rights to indemnification and advancement of expenses shall not be deemed exclusive
of any other rights under any bylaw, agreement, stockholder vote or vote of disinterested directors. Section 78.751(3)(b) extends
the rights to indemnification and advancement of expenses to former directors, officers, employees and agents, as well as their heirs,
executors, and administrators.
Regardless of whether a director, officer, employee or agent has the right to indemnity, Section 78.752
allows the corporation to purchase and maintain insurance on his or her behalf against liability resulting from his or her corporate
role. We have obtained directors and officers insurance for the benefit of our directors and officers.
To the extent that indemnification
for liabilities arising under the Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing
provisions, we have been that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses
incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding)
is asserted by any of our directors, officers or controlling persons in connection with such liabilities, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of that issue.
Prior to the Effective
Time, and pursuant to Article VIII of the Company’s Articles of Incorporation and Article VIII of the Company’s Bylaws, and
to the fullest extent allowable under Nevada law, the Company agreed to indemnify and hold harmless all of its directors, officers, employees
and agents of any kind whatsoever from and against any action or liability of any type or nature whatsoever by reason of the fact that
the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including
attorneys’ fees, judgments, fines and amount paid in settlement actually and reasonably incurred by the person in connection with
the action, suit or proceeding, unless prohibited by the NRS.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below are the
sales of all securities by the Company since March 2017, which were not registered under the Securities Act. The Company believes that
each of such issuances was exempt from registration under the Act in reliance on Section 4(a)(2) of the Act, Rule 701 and/or Regulation
S under the Securities Act.
On March 10, 2020, pursuant
to the Share Exchange, the Company issued an aggregate of 28,469,065 shares of its Common Stock to the Duke stockholders in exchange for
22,920,107 shares of Duke’s issued and outstanding shares of common stock.
In addition, also on March
6, 2020, subject to the closing of the Share Exchange, in connection with the Share Exchange, the Company issued (i) an aggregate of 9,623,621
shares of its Common Stock to the Primary Lenders in connection with the Note Conversion, (ii) an aggregate of 763,953 shares of Common
Stock to Alpha and GBC and (iii) 45,968 shares of Common Stock in connection with the exercise of an outstanding employee stock option.
In addition, we entered into the Convertible Loan Agreements, pursuant to which we may issue additional shares of common stock, in accordance
with the conversion price as then in effect and the principal amount then outstanding.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements.
(b) Exhibits
Exhibit No.
|
|
Description
|
2.1
|
|
Share Exchange Agreement dated March 4, 2020, by and among UAS Drone Corp., Duke Robotics, Inc., and the shareholders of Duke Robotics, Inc. who execute and deliver this Share Exchange Agreement. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
2.2
|
|
Agreement and Plan of Merger, dated April 29, 2020, by and among UAS Drone Corp., Duke Robotics, Inc., and UAS Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2020)
|
3.1
|
|
Articles of Incorporation as filed on February 4, 2015 (incorporated by reference to our Registration Statement on Form S-1 filed on August 25, 2019).
|
3.2
|
|
Bylaws, as amended, on March 4, 2020. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
5.1
|
|
Opinion of Sullivan & Worcester LLP (incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2020)
|
10.1
|
|
Form of Convertible Loan Agreement dated March 9, 2020 between UAS Drone Corp. and certain lenders. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.2
|
|
Form of Securities Exchange Agreement dated March 9, 2020 between UAS Drone Corp. and Alpha Capital Anstalt. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.3
|
|
Form of Securities Exchange Agreement dated March 9, 2020 between UAS Drone Corp. and GreenBlock Capital LLC. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.4
|
|
Form of Securities Exchange Agreement dated March 9, 2020 between UAS Drone Corp. and certain lenders. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.5
|
|
Registration Rights Agreement dated March 9, 2020 and certain investors. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.6
|
|
8% Convertible Debenture of Alpha Capital Anstalt. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.7
|
|
8% Convertible Debenture of GreenBlock Capital LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
10.8 +
|
|
Collaboration Agreement, dated January 29, 2021, by and between Duke Airborne Systems Ltd. and Elbit Systems Land Ltd. (translation from Hebrew) (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021)
|
10.9
|
|
Services Agreement, dated March 25, 2021, between UAS Drone Corp. and Yossef Balucka (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021)
|
16.1
|
|
Letter from D. Brooks and Associates CPAS, P.A. Addressed to the U.S. Securities and Exchange Commission dated March 10, 2020. (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020)
|
21.1
|
|
List of Subsidiaries of the Company. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021)
|
23.1 *
|
|
Consent of Halperin Ilanit CPA
|
23.2
|
|
Consent
of Sullivan & Worcester LLP (included in Exhibit 5.1 and incorporated by reference to our Registration Statement on Form S-1 filed on April 30, 2020)
|
24.1 *
|
|
Power of Attorney
|
101 **
|
|
The following materials from the Registrant, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets as of December 31, 2020 and 2019, (ii) Statements of Operations for the years ended December 31, 2020 and 2019, (iii) Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019, (iv) Statements of Cash Flows for the years ended December 31, 2020 and 2019, and (v) Notes to Financial Statements. (incorporated by reference to Exhibit 101 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2021).
|
|
+
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Certain
identified information in the exhibit has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause
competitive harm to the Company if publicly disclosed.
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ITEM
17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter),
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
date of first use.
Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Tirat-Carmel, Israel, on the 28th day of April 2021.
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UAS DRONE CORP.
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By:
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/s/ Yossef Balucka
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Name:
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Yossef Balucka
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of UAS Drone Corp., a Nevada corporation, do hereby constitute and appoint Yossef Balucka and Shlomo Zakai, and
each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and
in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits
thereto and other documents in connection therewith) to this Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Person
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Capacity
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Date
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/s/ Yossef Balucka
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Chief Executive Officer and Director
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April 28, 2021
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Yossef Balucka
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(Principal Executive Officer)
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/s/ Shlomo Zakai
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Chief Financial Officer
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April 28, 2021
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Shlomo Zakai
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(Principal Financial and Accounting Officer)
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/s/ Erez Nachtomy
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Vice Chairman of the Board of Directors
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April 28, 2021
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Erez Nachtomy
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/s/ Yariv Alroy
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Chairman of the Board of Directors
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April 28, 2021
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Yariv Alroy
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/s/ Sagiv Aharon
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Director
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April 28, 2021
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Sagiv Aharon
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/s/ Eran Antebi
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Director
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April 28, 2021
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Eran Antebi
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II-7
UAS Drone (QB) (USOTC:USDR)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
UAS Drone (QB) (USOTC:USDR)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024