Duke Robotics, Inc. entered into a non-binding term sheet to acquire UAS Drone Corp. in a reverse merger transaction.
September 16, 2019
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Duke Robotics, Inc. entered into a non-binding term sheet to acquire UAS Drone Corp. (OTCPK:USDR) in a reverse merger transaction on September 17, 2019. Pursuant to the terms of the transaction, UAS Drone Corp. will issue its shares to the shareholders of Duke Robotics, Inc., on a pro rata basis, representing a controlling interest of the outstanding post-acquisition securities of UAS Drone Corp. As of March 4, 2020, definitive agreement was signed. Under the terms of the agreement, UAS will issue 28.47 million of its common stock to the shareholders of Duke, at an exchange ratio of 1.2421 shares of UAS for each share of Duke, resulting in Duke stockholders' owning an equivalent of approximately 71% of the resulting issuer. The closing of the transaction is subject to a number of conditions precedent, including the parties' negotiation and execution of a definitive agreement and substantial funding requirements by Duke Robotics, Inc.
As per the definitive agreement, the transaction is subject to satisfactory completion of due diligence, UAS having filed all reports and other documents required to be filed by it under the U.S. federal securities laws, UAS having maintained its status as a company whose common stock is quoted on the OTC Bulletin Board maintained by the OTC Markets Group, Inc., UAS having delivered to Duke a certificate, signed by its Secretary, certifying that the attached copies of the UAS Charter, UAS Bylaws and resolutions of its Board of Directors approving this agreement, and appointing the directors and officers that will be continuing after the closing, subject to resignations, in seriatim, by the current directors and officers of UAS, are all true, complete and correct and remain in full force and effect, GreenBlock Capital, LLC having agreed to a 6 month lock-up period of all of its UAS stock, approval of shareholders of Duke, Duke having delivered to UAS a certificate, signed by its secretary certifying that the attached copies of the Duke constituent instruments and resolutions of the Board of Directors of Duke approving the agreement, conversion and exchange of certain outstanding debt, which debt includes the GBC Advances, in consideration of the issuance of additional shares of UAS Common stock and convertible debentures to the holders of such debt in an amount not to exceed $0.4 million in the aggregate and Duke having delivered to UAS financial statements prepared in accordance with generally accepted accounting principles, audited for the years ended December 31, 2018, and 2017, and reviewed for the nine-month period ended September 30, 2019. Branden T. Burningham of Burningham Law Group acted as legal advisor for UAS Drone Corp. Oded Har-Even of ZAG/Sullivan & Worchester acted as legal advisor for Duke.
UAS Drone Corp is focused on developing products and solutions to defense sector. The Company operates through its subsidiary, Duke Robotics, Inc. (Duke). Duke is a robotics company focused on the development of an advanced robotics stabilization system that enables remote, real-time, pinpoint accurate firing of small arms and light weapons. It offers its special purpose UAS Octocopter (DK-HIPPOGRIFF) integrated with six degrees of freedom (6 DOF) robotic gimbal and is intended primarily for military and homeland security purposes. Its 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 its UAS Octocopter platform, a combined system which it markets under the TIKAD brand.