What changed in this filing

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Item 1. Business

2021-03-30 compared with 2020-04-13 · 81 added, 73 removed, 295 unchanged (34% of the section changed)

Drone Corp., a Nevada corporation, which was headquartered in Palm Beach, Florida until the Share Exchange Agreement was consummated,

was founded in 2014 as Unlimited Aerial Systems, LLP (“UAS LLP”).

We completed an Asset Purchase Agreement on March

31, 2015, purchasing all the assets and certain liabilities of UAS LLP in exchange for 600,000 shares of our common stock and

our assumption of certain liabilities of UAS LLP.

On March 9, 2020, the Company closed on the Share Exchange Agreement,

pursuant to which Duke became a majority-owned subsidiary of the Company.

Duke has a wholly-owned subsidiary, Duke Airborne Systems

(“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.

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.

Accordingly, each outstanding

share of Duke 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 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) shall be issued but remain in escrow until the Company

completes a short-form merger, or other similar transaction, pursuant to which, such shares will be issued to their respective

These Duke stockholders not receiving shares of the Company’s common stock in exchange for their shares of Duke

common stock at the Effective Time are referred to as the Non-Participating Duke Holders.

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.

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.

mailing address is Duke Robotics, 1 Etgar Street (1st Floor), Tirat-Carmel, Israel 3903212, and our telephone number is 011-972-4-8124101.

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.

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

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.

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.

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/.

are 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.

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.

late 2016, we began working with a flight training company in the western U.S.

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2018 and 2019, the Company did not sell any drones.

October 2015, we entered into two agreements with Havis Inc., of Warminster, Pennsylvania, to provide manufacturing and distribution

services for our products.

Havis is an 80 year-old privately held, ISO 9001:2008 certified company that manufactures in-vehicle

mobile computer and workflow solutions for public safety, public works government agencies and mobile professionals.

Havis products

are distributed through a nationwide network of resellers and sales representatives in the United States.

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.

our first product has been designed to be used by an unmanned aerial system (a “UAS”), our robotic solutions are also

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 our system is to small arms and light weapons (e.g., weapons weighing less than 9

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.

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efforts outside of the United States focused primarily on Western Europe.

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.”

classic confrontation of army against army has become rare, while guerilla (or asymmetric) warfare has unfortunately become commonplace.

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sales of our robot mounted on other platforms, such as light all-terrain vehicles and sea-mounted on boats.

on sales in the United States .

Focus on sales

in the United States .

We believe that the United States military will be our lead and reference customer.

United States alone presents a significant and diverse market opportunity –

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.

Army, National Guard,

Navy, Coast Guard and the Border Police.

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.

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.

Sales to NATO.

We believe adoption of our products in the United States will open the markets in countries that are U.S.

as the NATO countries.

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.

success depends, at least in part, on our ability to protect our proprietary technology and intellectual property, and to operate

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in particular are expected to be our largest customers, both in our early commercialization stage and for the foreseeable future.

January 29, 2021 we, through Duke Israel, and Elbit entered in the Collaboration Agreement.

Pursuant to the Collaboration Agreement,

Duke Israel has granted Elbit a worldwide exclusive license for the use of Duke Israel’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

As consideration for granting the worldwide exclusive license, Elbit will pay Duke Israel 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 Collaboration Agreement until 15 years following receipt

of $50 million in cumulative revenues from sales of TIKAD units.

In addition, Duke Israel 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.

we believe that our products are novel, and that we have unique knowledge of military operational demands and challenges and years

117 unchanged sentences

waste disposal and other areas with a potential environmental or safety impact.

currently have no full-time employees and have two (2) executive officers, our Chief Executive Officer and Interim Chief Financial

We hire freelance contractors and consultants in order to limit our operating expenses and therefore allowing us to scale

as necessary.

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.

Following the Share Exchange,

the Company may enter into an employment or service agreements with its CEO, CTO and President.

of our consulting agreements include undertakings with respect to non-competition and assignment to us of intellectual property

4 unchanged sentences

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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

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 $1.07 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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

an “emerging growth company,”

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These provisions include:

two years of audited financial statements in addition to any required unaudited interim

financial statements with correspondingly reduced “Management’s Discussion

and Analysis”

disclosure about our executive compensation arrangements;

requirement that we hold non-binding advisory votes on executive compensation or golden

parachute arrangements;

from the auditor attestation requirement in the assessment of our internal control over

financial reporting.

only two years of

audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced

“Management’s Discussion and Analysis”

reduced disclosure

about our executive compensation arrangements;

no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements;

exemption from the

auditor attestation requirement in the assessment of our internal control over financial reporting.

have taken advantage of some of these reduced burdens, and thus the information we provide stockholders may be different from

32 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business