UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2026
Commission
File Number: 001-40688
DRAGANFLY
INC.
(Translation
of registrant’s name into English)
235
103rd St. E.
Saskatoon,
Saskatchewan S7N 1Y8
Canada
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
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, thereunto duly authorized.
| |
Draganfly
Inc. |
| |
(Registrant) |
| |
|
|
| Date:
September 30, 2026 |
By: |
/s/
Paul Sun |
| |
Name: |
Paul
Sun |
Form
6-K Exhibit Index
| Exhibit
Number |
|
Document
Description |
| |
|
|
| 99.1 |
|
Material Change Report of the Registrant dated September 30, 2026. |
Exhibit
99.1
FORM
51-102F3
MATERIAL
CHANGE REPORT
| Item
1 | Name
and Address of Company |
Draganfly
Inc. (“Draganfly” or the “Company”)
235
103rd St. E.
Saskatoon,
Saskatchewan S7N 1Y8
| Item
2 | Date
of Material Change |
September
28 and September 29, 2026.
News
releases disclosing the material change were disseminated through the Globe Newswire on September 28 and September 29, 2026, and filed
under the Company’s profile on SEDAR+ at www.sedarplus.ca.
| Item
4 | Summary
of Material Change |
On
September 28, 2026, the Company announced a public offering in the United States of 1,869,159 common shares of the Company (each, a “Common
Share”), at a price of US$5.35, for gross proceeds of approximately US$10 million (the “Investment”).
On
September 29, 2026, the Company announced it had completed the Investment and, in connection therewith, it had filed a prospectus supplement
to the Company’s short form base shelf prospectus dated October 24, 2025 (the “Base Shelf Prospectus”), with
the securities commissions in each of the provinces of British Columbia, Saskatchewan and Ontario and with the U.S. Securities and Exchange
Commission (“SEC”) in the United States (the “Prospectus Supplement”).
| Item
5 | Full
Description of Material Change |
| 5.1 | Full
Description of Material Change |
On
September 28, 2026, the Company announced the Investment of Common Shares and the pricing of the Investment. On September 29, 2026, the
Company announced it completed the Investment and issued 1,869,159 Common Shares at a price of US$5.35, for gross proceeds of approximately
US$10 million, before deducting placement agent discounts and offering expenses.
Jett
Capital Advisors, LLC and Northland Capital Markets acted as joint-lead placement agents for the Investment.
Draganfly
currently intends to use the net proceeds from the Investment to accelerate the development of advanced strategic capabilities and to
fund general working capital in meeting demand for its products in the rapidly maturing U.S. and international markets.
The
Investment was made pursuant to an effective shelf registration statement on Form F-10, as amended (File No. 333-290823), previously
filed with the SEC and which became automatically effective on February 25, 2026, and the Base Shelf Prospectus. Draganfly offered and
sold the securities in the United States only. No securities were offered or sold to Canadian purchasers.
The
Prospectus Supplement and accompanying Base Shelf Prospectus relating to the Investment and describing the terms thereof have been filed
with the applicable securities commissions in each of the Canadian provinces of British Columbia, Saskatchewan and Ontario and with the
SEC in the United States.
| 5.2 | Disclosure
for Restructuring Transactions |
Not
applicable.
| Item
6 | Reliance
on subsection 7.1(2) of National Instrument 51-102 |
Not
applicable.
| Item
7 | Omitted
Information |
Not
applicable.
Paul
Sun, Chief Financial Officer
Tel: 1.800.979.9794
September
30, 2026
Forward-Looking
Statements
Certain
statements contained in this material change report may constitute “forward-looking statements” or “forward-looking
information” within the meaning of applicable securities laws. Such statements, based as they are on the current expectations of
management, inherently involve numerous important risks, uncertainties and assumptions, known and unknown. In this material change report,
such forward-looking statements include, but are not limited to, statements regarding the intended use of proceeds of the Investment.
These forward-looking statements are subject to numerous factors, many of which are beyond the Company’s control, including but
not limited to, important factors disclosed previously and from time to time in the Company’s filings with the securities regulatory
authorities in the Canadian provinces of British Columbia, Ontario and Saskatchewan and with the SEC. Actual future events may differ
from the anticipated events expressed in such forward-looking statements. Draganfly believes that expectations represented by forward-looking
statements are reasonable, yet there can be no assurance that such expectations will prove to be correct. The reader should not place
undue reliance, if any, on any forward-looking statements included in this material change report. These forward-looking statements speak
only as of the date made, and Draganfly is under no obligation and disavows any intention to update publicly or revise such statements
as a result of any new information, future event, circumstances or otherwise, unless required by applicable securities laws. Investors
are cautioned not to unduly rely on these forward-looking statements and are encouraged to read the offering documents, as well as Draganfly’s
continuous disclosure documents, including its current annual information form, as well as its audited annual consolidated financial
statements which are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.
