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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 22, 2026
SDR
Drone, Inc.
(Exact
name of registrant as specified in its charter)
| Florida |
|
000-56477 |
|
34-2001531 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
801
US Highway 1, North Palm Beach, Florida 33408
(Address of principal executive offices)
(877)
646-4833
(Registrant’s telephone number, including area code)
Not
applicable
(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: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 22, 2026, SDR Drone, Inc. (the “Company”) and SJT Capital LLC (“SJT”) completed the execution of a Consulting
Agreement, effective as of October 19, 2026 (the “SJT Agreement”). Under the SJT Agreement, SJT will provide the Company
with general strategic and capital markets advisory services, including advice on the Company’s public market positioning and a
potential listing on a national securities exchange, and introductions to investment banks, broker-dealers and other financial institutions.
SJT will not solicit investors, negotiate the terms of any offering, handle investor funds or receive compensation based on the completion,
size or success of any financing.
As
compensation, the Company will issue to SJT 250,000 shares of common stock, which are fully earned as of the effective date. The Company
will also issue to SJT 50,000 shares upon the Company’s execution of an engagement letter with a registered broker-dealer first
introduced by SJT, and 200,000 shares upon approval of the Company’s common stock for listing on the New York Stock Exchange, NYSE
American or the Nasdaq Stock Market, in each case if the milestone occurs during the term or within twelve months after it ends. The
shares will be issued as restricted securities in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The Company
has agreed to use commercially reasonable efforts to file, within 60 days after the effective date and subject to its eligibility to
use an available form, a registration statement covering the resale of the shares, and to include the shares in certain other registration
statements it files.
The
SJT Agreement runs through June 27, 2027. SJT may terminate it on ten days’ written notice. The Company may terminate it for convenience
on 30 days’ written notice or for cause. Termination does not affect shares already earned. The SJT Agreement also contains customary
confidentiality, indemnification and non-circumvention provisions.
The
foregoing description is qualified in its entirety by reference to the SJT Agreement, filed as Exhibit 10.3 to this report and incorporated
herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 22, 2026, the Board of Directors (the “Board”) of the Company adopted, by unanimous written consent, the 2026 SDR
Drone, Inc. Stock Incentive Plan (the “Plan”), effective that date, and approved a form of Nonqualified Stock Option Agreement
for options granted under the Plan.
The
Plan permits the Board to grant shares of common stock, restricted stock and nonqualified stock options to the Company’s employees,
officers, directors and consultants, including its executive officers. A total of 12,000,000 shares of common stock are reserved for
issuance under the Plan. Each award requires a separate resolution of the Board. The exercise price of an option may not be less than
the fair market value of a share on the grant date, and no option may be exercised more than ten years after the grant date. Options
may not be repriced without shareholder approval. Shares subject to an award that lapses return to the reserve. No award may be made
after December 31, 2029.
Options
granted on the approved form vest in three equal installments on the first, second and third anniversaries of the grant date, subject
to continued service.
The
Board also authorized the filing of a registration statement on Form S-8 to register the shares reserved under the Plan.
The
foregoing description is qualified in its entirety by reference to the Plan and the form of Nonqualified Stock Option Agreement, filed
as Exhibits 10.1 and 10.2 to this report and incorporated herein by reference.
Item
8.01 Other Events.
As
previously reported in the Company’s Current Report on Form 8-K filed on October 7, 2026, the Company is subject to a Consent Order
entered by the Securities Commissioner of South Carolina on July 27, 2018, in Administrative Proceeding File No. 20166600 (the “South
Carolina Order”), and the Company described the effect of the South Carolina Order on its pending offering under Regulation A.
On
October 22, 2026, the Securities Division of the Office of the South Carolina Attorney General (the “Division”) issued a
letter setting out the Division’s advice to the Securities and Exchange Commission regarding the disqualification provisions of
Rule 262 of Regulation A as they relate to the South Carolina Order. The Division also confirmed that the payments required by the South
Carolina Order have been made. A copy of the letter is filed as Exhibit 99.1 to this report and incorporated herein by reference.
The
Company will continue to pursue qualification of its offering statement on Form 1-A.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
2026 SDR Drone, Inc. Stock Incentive Plan |
| 10.2 |
|
Form of Nonqualified Stock Option Agreement under the 2026 SDR Drone, Inc. Stock Incentive Plan |
| 10.3 |
|
Consulting Agreement, effective as of October 19, 2026, between SDR Drone, Inc. and SJT Capital LLC |
| 99.1 |
|
Letter of the Securities Division of the Office of the South Carolina Attorney General dated October 22, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
[signatures
on following page]
[signature
page to Current Report on Form 8-K of SDR Drone, Inc.]
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.
| Dated:
October 27, 2026 |
SDR DRONE, INC. |
| |
|
|
| |
By: |
/s/ Paul
L. Strickland |
| |
Name:
|
Paul
L. Strickland |
| |
Title:
|
Secretary |
Exhibit
99.1
OFFICE
OF THE ATTORNEY GENERAL
STATE
OF SOUTH CAROLINA
ALAN
WILSON
SECURITIES
COMMISSIONER
October
22, 2026
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
| Re: | Bad
Actor Waiver |
| | SC
File No. 20166600—Consent Order Entered July 27, 2018, with SDR Drone, Inc., f/k/a
Hallmark Venture Group, Inc. |
To
Whom It May Concern:
The
Securities Division of the South Carolina Attorney General’s Office (the “Division”) issues this letter regarding the
bad actor disqualifiers under the Securities Act of 1933 in relation to SDR Drone, Inc., f/k/a Hallmark Venture Group, Inc., a Florida
corporation (the “Company”) and the Consent Order entered into with the South Carolina Securities Commissioner on July 27,
2018 (the “Consent Order”).
Under
Paragraph A of the Consent Order, the Company agreed that it, along with every successor, affiliate, control person, agent, servant,
and employee, and every entity owned, operated, or indirectly or directly controlled by or on behalf of the Company, would be permanently
barred from participating in any aspect of the securities industry in or from the State of South Carolina. Nothing contained in this
letter intends to modify, amend, rescind, limit, waive, or vacate that bar, which shall remain in full force and effect in the State
of South Carolina.
The
Company has made a number of representations to the Division, including that: (i) it has satisfied in full the payments required by Paragraphs
B and C of the Consent Order; (ii) in 2020, the management of the Company changed; (iii) none of the persons involved with the Company
as executive officers, consultants, or business partners at the time of the Consent Order has been associated with the Company in any
capacity since as least August 2020; and (iv) the Company will not offer or sell securities in or from the State of South Carolina.
The
Division advises staff of the Securities and Exchange Commission (the “SEC”) that disqualification under Rule 262(a) of the
Securities Act of 1933 (17 C.F.R. §230.262(a)), Rule 506(d)(1) of Regulation D (17 C.F.R. §230.506(d)(1)), and Rule 503(a)
of Regulation Crowdfunding (17 C.F.R. §227.503(a)), should not arise with respect to the Company as a consequence of the Consent
Order. This advice is furnished pursuant to 17 C.F.R. §230.262(b)(3), 17 C.F.R. §230.506(d)(2)(ii) and 17 C.F.R. §227.503(b)(2).
The
advice in this letter: (i) does not authorize any offer or sale of securities in or from the State of South Carolina by the Company or
by any other person, and does not constitute a registration, exemption, or approval under the South Carolina Uniform Securities Act of
2005 (the “Act”); (ii) extends only to the Company and to no other Respondent named in the Consent Order; (iii) expresses
no view on the merits of any offering by the Company, on the adequacy or accuracy of any disclosure made in any offering, or on the availability
of any exemption other than as expressly stated above; (iv) is given in reliance on the written representation of the Company that no
Respondent named in the Consent Order, and no person barred by it, serves or will serve as a director, officer, employee, consultant,
promoter or agent of the Company, nor will such person be issued any voting equity in the Company; (v) is given in reliance on the written
representation of the Company that the Company will notify the Division in writing within 10 days of any change in the facts as represented
to the Division in its September 17, 2026, request letter; and (vi) is given in reliance on the written representation of the Company
that the Company will disclose the existence of the Consent Order in any of its offering circulars, registration statements, and private
placement memoranda.
| |
Sincerely yours, |
| |
|
| |
J.
Louis Coté III
Senior Assistant
Attorney General
Securities
Division |
| cc: | SDR
Drone, Inc. |
| | Newlan
Law Group, PLLC |
Rembert
C. Dennis Building ● Post Office Box 11549 ● Columbia, SC 29211-1549 ● Telephone 803-734-3970 ● Telefax 803-734-3677
