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 May 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:
May 26, 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 May 22, 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 |
May
15, 2026
News
release disclosing the material change was disseminated through the GlobeNewswire on May 18, 2026, and filed under the Company’s
profile on SEDAR+ at www.sedarplus.ca.
| Item
4 | Summary
of Material Change |
On
May 18, 2026, the Company announced entering into a definitive asset purchase agreement (the “Agreement”) with Skip
Dynamix, Corporation (“Skip Dynamix”), pursuant to which Draganfly has agreed to acquire substantially all of the
assets of Skip Dynamix’s drone technology business (the “Transaction”). Skip Dynamix is a developer of ultra-low-cost,
mass-producible fixed-wing unmanned aerial systems designed for long-range intelligence, surveillance and reconnaissance, electronic
warfare support, logistics, and one-way missions.
| Item
5 | Full
Description of Material Change |
| 5.1 | Full
Description of Material Change |
On
May 18, 2026, the Company announced entering into the Agreement in connection with the Transaction.
The
aggregate purchase price for the Transaction is up to US$7,525,000 (the “Purchase Price”):
| ● | A
cash payment of US$2,525,000 (the “Closing Amount”), subject to customary
working capital adjustments, will be paid to Skip Dynamix at closing. |
| ● | US$2,500,000
satisfiable in common shares of Draganfly (“Draganfly Shares”) pursuant
to a special warrant issued at closing (the “Payment Shares”). The Payment
Shares will be issued subject to the satisfaction of the applicable vesting conditions, which
requires each founder to be actively engaged by Draganfly until at least the first anniversary
of closing. |
| ● | Up
to US$2,500,000 (the “Earn-Out Amount”), payable in a combination of cash
and Draganfly Shares as determined by Draganfly, subject to the business achieving certain
milestones. |
Completion
of the Transaction is subject to a number of closing conditions customary for a transaction of this nature, including required regulatory
and exchange approvals and the satisfaction of other customary conditions precedent, and is expected to close in early June 2026.
| 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
May
22, 2026
Forward-Looking
Statements
This
material change report contains certain “forward looking statements” and certain “forward-looking information”
as defined under applicable securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking
terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”,
“believe”, “continue”, “plans” or similar terminology. Forward-looking statements and information
include, but are not limited to, statements with respect to Draganfly’s integration plans with respect to Skip Dynamix’s
products, the size of the drone market, the ability of the Company to complete sales of its products to defense organizations, the expected
closing of the Transaction and the expected closing date of the Transaction, Transaction benefits, expected additional revenues, expected
growth, revenue synergies, strategic goals, results of operations, performance, industry trends and growth opportunities. Forward-looking
statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that,
while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties
and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many
of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance
or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such
risks, uncertainties and other factors set out herein, including but not limited to: the risk that the Transaction may not be completed
as expected or at all; the expected benefits of the Transaction and additional revenues may not materialize; the inherent risks involved
in the general securities markets; uncertainties relating to the availability and costs of financing needed in the future; the inherent
uncertainty of cost estimates and the potential for unexpected costs and expenses; currency fluctuations; regulatory restrictions; liability;
competition; loss of key employees; and other related risks and uncertainties. For more information on the risks, uncertainties and assumptions
that could cause anticipated opportunities and actual results to differ materially, please refer to the public filings of Draganfly which
are available on SEDAR+ at www.sedarplus.ca and with the United States Securities and Exchange Commission on EDGAR at www.sec.gov.
The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking
information represents management’s best judgment based on information currently available. No forward-looking statement can be
guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking
statements or information.
