SDR Drone, Inc. filed a Form 8-K on November 13, 2026, disclosing that it entered into an engagement letter with Dawson James Securities, Inc. on November 10, 2026, to act as lead placement agent for a proposed bridge financing and/or private placement targeting gross proceeds of $2,500,000 to $3,000,000.

Key Highlights

  • Offering target: The company's stated target for the proposed offering is gross proceeds of $2,500,000 to $3,000,000.
  • Non-refundable retainer: SDR Drone will pay Dawson James a non-refundable retainer of $50,000.00, credited against the placement agent fee, by wire transfer within five business days of execution.
  • Placement agent fee: Dawson James is entitled to 7.0% of gross proceeds received from investors it introduces to the company.
  • Placement agent warrants: At each closing, the company will issue warrants covering 3.0% of securities issued to Dawson James-introduced investors, with a five-year term and an exercise price equal to 110% of the offering price per share or unit.
  • Expense cap: Reimbursable expenses to Dawson James under designated clauses are capped at $50,000 without the company's prior written consent.
  • Lock-up and standstill: The placement agency agreement will provide for customary 90-day lock-up agreements from directors, executive officers, and holders of 10% or more of outstanding common stock, and a 90-day standstill by the company.
  • Retainer funding: The company expects to fund the $50,000.00 retainer through a private placement of a convertible promissory note, though according to the filing, no note has been issued, no purchaser has been identified, and no binding commitment to purchase has been received.

SDR Drone Engages Dawson James for Section 4(a)(2) Private Placement

According to the filing, SDR Drone, Inc. entered into the Engagement Letter on November 10, 2026, under which Dawson James Securities, Inc. will serve as lead placement agent on a best efforts, non-exclusive basis. The proposed offering may consist of convertible debt, equity, or equity-linked securities. The filing notes that the Engagement Letter does not obligate Dawson James to purchase any securities or to ensure the successful placement of any securities, and it does not restrict the company from engaging other advisors, placement agents, or underwriters.

The filing discloses that the offering will be conducted in reliance on Section 4(a)(2) of the Securities Act of 1933, and not in reliance on Regulation D, Rule 506, or any other safe harbor thereunder. This approach follows a disqualifying order previously disclosed in the company's Form 8-K filed October 7, 2026, for purposes of Rule 506(d). The Engagement Letter, according to the filing, includes conditions designed to preserve the Section 4(a)(2) exemption, including restrictions on general solicitation, limitations on the number of offerees, and requirements that all offerees be accredited investors with whom a pre-existing substantive relationship existed before the company's Form 1-A offering statement was first publicly filed.

The engagement period runs six months from the date of the Engagement Letter, with either party permitted to terminate after three months on written notice. A six-month tail provision entitles Dawson James to its cash placement agent fee on financings from investors it introduced during the engagement period, if consummated within six months following expiration or termination. The filing also states that the company will file a registration statement on Form S-1 covering resale of the securities sold in the offering within 45 days after closing, or such other period as agreed in the securities purchase agreement.

What Was Disclosed

SDR Drone, Inc. reported entering into an engagement letter with Dawson James Securities, Inc. for a proposed offering targeting $2,500,000 to $3,000,000 in gross proceeds, with key terms covering fees, warrants, expenses, lock-ups, and offering exemption conditions under Section 4(a)(2) of the Securities Act.