SDR Drone, Inc. filed a Form 8-K on October 27, 2026, reporting three events dated October 22, 2026: adoption of a new stock incentive plan, execution of a consulting agreement with SJT Capital LLC, and receipt of a letter from the South Carolina Attorney General's Securities Division regarding a prior regulatory order.

Key Highlights

  • New stock plan adopted: The Board unanimously adopted the 2026 SDR Drone, Inc. Stock Incentive Plan on October 22, 2026, reserving 12,000,000 shares of common stock for issuance.
  • Plan expiration limit: No awards may be made under the plan after December 31, 2029, and options vest in three equal annual installments beginning on the first anniversary of the grant date.
  • SJT Capital consulting agreement: The company entered into a consulting agreement with SJT Capital LLC, effective October 19, 2026, running through June 27, 2027, for strategic and capital markets advisory services.
  • Share compensation to SJT: The company will issue 250,000 shares immediately earned, plus up to 50,000 shares upon engagement of a broker-dealer introduced by SJT and 200,000 shares upon listing on NYSE, NYSE American, or Nasdaq, if milestones are met.
  • South Carolina regulatory update: The Securities Division of the Office of the South Carolina Attorney General issued a letter on October 22, 2026, confirming that payments required by a 2018 Consent Order have been made.
  • Form S-8 filing authorized: The Board authorized the filing of a registration statement on Form S-8 to register the shares reserved under the new plan.

SDR Drone's October 2026 Disclosures: Incentive Plan, Advisory Agreement, and Regulatory Letter

According to the filing, SDR Drone, Inc. (Florida; Commission File No. 000-56477) disclosed that its Board of Directors, acting by unanimous written consent on October 22, 2026, adopted the 2026 SDR Drone, Inc. Stock Incentive Plan. The plan permits the Board to grant common stock, restricted stock, and nonqualified stock options to employees, officers, directors, and consultants. A total of 12,000,000 shares are reserved under the plan. The filing states that option exercise prices may not be less than fair market value on the grant date, options may not be exercised more than ten years after grant, and repricing requires shareholder approval. Each award requires a separate Board resolution. The company also disclosed it authorized a Form S-8 registration statement for the plan shares.

On the same date, the company completed execution of a consulting agreement with SJT Capital LLC, effective October 19, 2026. The filing states that SJT will provide general strategic and capital markets advisory services, including advice on public market positioning and a potential listing on a national securities exchange, and introductions to investment banks, broker-dealers, and other financial institutions. The filing specifies that "SJT will not solicit investors, negotiate the terms of any offering, handle investor funds or receive compensation based on the completion, size or success of any financing." The 250,000 immediately earned shares, plus milestone-based share grants, are to be issued as restricted securities in reliance on Section 4(a)(2) of the Securities Act of 1933. The company agreed to use commercially reasonable efforts to file a resale registration statement within 60 days of the effective date, subject to eligibility.

Separately, the filing disclosed that the Securities Division of the Office of the South Carolina Attorney General issued a letter on October 22, 2026, providing its advice to the SEC regarding disqualification provisions of Rule 262 of Regulation A as they relate to a Consent Order entered on July 27, 2018. The Division also confirmed in that letter that required payments under the order have been made. The filing states the company will continue to pursue qualification of its offering statement on Form 1-A. The filing notes that securities registered pursuant to Section 12(b) of the Act are listed as "None," and no exchange ticker is specified in the registered-securities table.

What Was Disclosed

SDR Drone, Inc. reported the adoption of a 12,000,000-share stock incentive plan, a consulting agreement with SJT Capital LLC for advisory services with share-based compensation, and a South Carolina regulatory letter confirming completion of prior-ordered payments.