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0001854526
0001854526
2026-10-23
2026-10-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
Dynamic Aerospace Systems Corporation |
(Exact name of registrant as specified in its charter) |
Nevada | | 86-2265420 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | |
3753 Plaza Dr Ann Arbor, MI | | 48108 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s Telephone Number, including area code: 734-773-3776
____________________________________________
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 23, 2026, Dynamic Aerospace Systems Corporation (the "Company") entered into a Master Short-Term Loan Agreement (the "Master Agreement") with Jeffrey Hail, the Company's Chief Operating Officer and a director, under which Mr. Hail agreed to make unsecured short-term advances to the Company of up to $40,000 each and $150,000 in total, subject to his right to terminate further funding on five business days' notice. Each advance carries a 5% original issue discount, bears simple interest at 18% per annum on any amount unpaid more than 14 days after funding, and is due no later than the earlier of December 31, 2026 and the Company's uplisting to a national securities exchange. Advances under the Master Agreement are to be repaid before payments under Mr. Hail's other loan agreements with the Company. On October 23, 2026, Mr. Hail funded an initial advance of $27,000.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
The Company furnished a shareholder letter from Kent B. Wilson, Chief Executive Officer, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This shareholder letter contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding anticipated sales conversions, customer demand, product development, strategic partnerships, patent applications, financing, preferred-share conversions, and a potential national securities exchange listing.
These statements are based on management’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Such factors include customer purchasing decisions, manufacturing capacity, financing availability, regulatory approvals, discussions about listing on a national exchange, exchange listing requirements, market conditions, and other risks described in the Company’s SEC filings.
Customer inquiries, quotations, and nonbinding letters of intent do not represent confirmed orders, contracted backlog, or recognized revenue. Projected sales conversions, financing arrangements, and listing plans are not guaranteed and remain subject to applicable conditions and approvals.
Forward-looking statements speak only as of the date made. Except as required by law, the Company expressly disclaims any obligation or intention to update any forward-looking statements. Investors should review the Company’s filings with the Securities and Exchange Commission for additional information regarding risks and uncertainties.
Item 9.01 — Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | | Description |
| | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
| | |
10.1 | | Master Short-Term Loan Agreement, dated October 23, 2026, between Dynamic Aerospace Systems Corporation and Jeffery Hail. |
| | |
99.1 | | CEO Letter to Shareholders |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dynamic Aerospace Systems Corporation | |
| | |
Date: October 29, 2026 | /s/ Kent Wilson | |
| By: Kent Wilson | |
| Title: CEO / Chairman of Board | |
Exhibit 99.1
CEO LETTER TO SHAREHOLDERS
Dear Shareholders,
We are making progress across three priorities at Dynamic Aerospace Systems Corporation: turning customer interest into sales, advancing our intellectual property portfolio, and preparing for a potential national exchange listing. I would like to share where we stand and the work ahead.
Over the past seven months, we have received approximately $54 million in inquiries and issued $21 million in product quotations, covering potential customer requirements over a three-to-four-year period. We are seeing record interest in test flights and evaluations across medical delivery, military, law enforcement, and commercial applications, including surveillance and security.
We currently expect 10–15% of the $21 million in quotations to convert into sales over the next six to twelve months. Customer purchasing decisions, manufacturing capacity, and drone delivery schedules will determine the actual amount and timing. These quotations represent potential business; they are not booked orders, contracted backlog, or recognized revenue.
Supporting this activity is a more disciplined sales process. We move from initial inquiry and needs assessment to product demonstration, pricing discussions, customer qualification, and formal quotation. We also request nonbinding letters of intent from prospective customers to better understand their projected requirements, financial capacity, and growth plans. This information helps us plan production and expansion around qualified demand.
Our work with the Arizona Department of Public Safety illustrates how customer feedback is shaping product development. We have been enhancing the Mitigator to support both indoor and outdoor flight. Indoor operations require different sensors and flight parameters, and we have incorporated these capabilities into one aircraft to address needs that previously required two drones. Development and evaluation continue.
Medical delivery remains a substantial area of opportunity. In mid-September 2026, we hosted two medical-delivery companies for flight testing at our Ann Arbor, Michigan facilities. We plan additional beyond visual line of sight testing with one of these companies in January 2027 to support aircraft qualification and its planned operations, including NOTAM coordination.
We believe this company could become a significant customer and partner, given its strategy to expand across much of the United States. Its initial flight operations are planned for 2027, subject to successful testing, execution, and applicable approvals.
We have also expanded our work with Flightbox to adapt its working unit to fit inside the G1 and attach to the US1. This integration work supports our development of aircraft configurations for medical-delivery applications.
Internationally, our September presentation to Japanese defense officials provides a foundation for further market-development discussions. At home, we are strengthening our American drone supply chain through partnerships and internal component development. Alongside partners such as Unusual Machines (UMAC), we have developed components that UMAC does not supply. These efforts expand our in-house production capabilities, reduce dependence on foreign suppliers, and may create additional component-sales opportunities.
Our intellectual property strategy supports this broader commercial direction. We have retained IP counsel to help advance selected provisional applications toward nonprovisional filings.
Our focus extends beyond individual aircraft to the systems and operating methods that support drone delivery. Our applications address mobile fulfillment, package transfer across aircraft platforms, coordination with mobile robotic platforms, and continuous package replenishment. We believe these capabilities could support more flexible and scalable delivery operations. These remain applications, and the scope of any future patent protection will depend on the examination process.
We are also continuing preparations for a potential national exchange listing. We submitted an application in August 2026 and filed a Schedule 14C addressing a reverse split that could be implemented if needed. We are working through governance preparations, including recruiting independent directors and establishing the committee structure needed to support the listing process.
We are currently working with an investment bank/underwriter and have received assurances of a firm commitment underwriting offer in support of our financing objective for the planned listing. Under the contemplated structure, the underwriter would purchase the agreed securities and assume the risk of reselling them, providing greater visibility into financing proceeds once definitive agreements are finalized and their conditions are met. The financing has not closed and remains subject to definitive terms and closing conditions.
The underwriter has also advised that holders of Series A through D preferred shares may be asked to convert a portion of their holdings into common stock before listing. Management intends to lead by example by participating in that conversion. The amount, timing, and terms remain to be determined and would follow the applicable share terms and transaction documentation.
While we believe these efforts are moving in the right direction, we cannot provide a definitive listing date. The process could still take several months, and completion remains subject to exchange approval and satisfaction of the remaining requirements.
Our immediate focus is execution: converting qualified opportunities into orders, delivering aircraft that meet customer needs, advancing our patent applications, and completing the work necessary for a potential listing. We will communicate material developments as these efforts progress.
Thank you for your continued support of Dynamic Aerospace Systems Corporation.
Sincerely,
Kent B. Wilson
Chief Executive Officer
Dynamic Aerospace Systems Corporation
