CVI Investments, Inc. and Heights Capital Management, Inc. filed an amended Schedule 13G reporting beneficial ownership of 1,248,000 shares of Draganfly Inc. (DPRO), equal to 8.2% of the 13,967,978 shares outstanding cited as of June 30, 2025. The reported position consists of warrants convertible into common shares.
The filing notes that portions of the warrants are not exercisable to the extent conversion would cause ownership to exceed 4.99% or 9.99%. Heights Capital, as investment manager to CVI, may be deemed to exercise shared voting and dispositive power over the shares held by CVI; both Reporting Persons disclaim beneficial ownership except for pecuniary interest. The filing includes a certification that the securities were not acquired to influence control.
Positive
Disclosed material stake: Reporting Persons hold 1,248,000 shares representing 8.2% of DPRO, providing transparency on ownership concentration.
Exercisability limits stated: Warrants are explicitly capped to prevent exercise beyond 4.99% or 9.99%, clarifying potential near-term dilution.
Negative
None.
Insights
TL;DR: Two reporting entities disclosed an 8.2% economic stake via warrants, showing potential dilution and concentrated ownership.
The Schedule 13G/A reports an economic position of 1,248,000 shares representing 8.2% of the outstanding common shares referenced. The position is held through warrants, with exercisability subject to explicit caps at 4.99% and 9.99%, which limits immediate conversion into voting shares. From a capital-structure perspective, this is a material disclosure of ownership concentration but does not in itself indicate an intent to alter control or operational strategy.
TL;DR: Heights Capital may hold shared voting/dispositive power as manager to CVI, but the filing disclaims any control intent.
The filing clarifies that Heights Capital serves as investment manager to CVI and may be deemed to exercise shared voting and dispositive power over the reported shares. Both entities expressly disclaim beneficial ownership beyond pecuniary interest and certify the holdings were not acquired to influence control. The filing also references previously filed Limited Power of Attorney and Joint Filing Agreement exhibits, documenting the agency and coordination between the parties.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Draganfly Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
26142Q304
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
26142Q304
1
Names of Reporting Persons
CVI Investments, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,248,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,248,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
CUSIP No.
26142Q304
1
Names of Reporting Persons
Heights Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,248,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,248,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,248,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Draganfly Inc.
(b)
Address of issuer's principal executive offices:
235 103rd St E, Saskatoon, SK, Canada S7N 1Y8
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the common shares of Draganfly Inc. (the "Company"), no par value (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Shares, no par value
(e)
CUSIP No.:
26142Q304
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). A portion of the Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 4.99%, and the remainder of the Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%.
Exhibit 99.1 to the Company's Report of Foreign Private Issuer on Form 6-K, filed on August 11, 2025, indicates there were 13,967,978 Shares outstanding as of June 30, 2025.
(b)
Percent of class:
8.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CVI Investments, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:
08/12/2025
Heights Capital Management, Inc.
Signature:
/s/ Sarah Travis
Name/Title:
Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:
08/12/2025
Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed.
Exhibit Information
EXHIBIT INDEX
EXHIBIT DESCRIPTION
________ ________
I Limited Power of Attorney*
II Joint Filing Agreement*
* Previously filed
What stake did CVI Investments and Heights Capital report in Draganfly (DPRO)?
They reported beneficial ownership of 1,248,000 shares, representing 8.2% of the class as of June 30, 2025.
Do the reported holdings include warrants and are there exercisability limits?
Yes. The position consists of warrants exercisable into common shares; portions are not exercisable if exercise would cause ownership to exceed 4.99% or 9.99%.
Does Heights Capital have voting or dispositive power over the reported shares?
Heights Capital, as investment manager to CVI, may be deemed to exercise shared voting and dispositive power over the shares owned by CVI.
Were the securities acquired to influence control of Draganfly (DPRO)?
No. The filing includes a certification stating the securities were not acquired to change or influence control of the issuer.
How many Draganfly shares outstanding does the filing cite?
The filing references Exhibit 99.1 to a Form 6-K indicating 13,967,978 shares outstanding as of June 30, 2025.
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