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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C.
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): September 9, 2026 (April 27, 2026)
SDR
Drone, Inc.
(Exact
name of registrant as specified in its charter)
| Florida |
|
000-56477 |
|
34-2001531 |
| (State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
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)
N/A
(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 |
|
N/A |
|
N/A |
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
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On
April 28, 2026, SDR Drone, Inc., a Florida corporation
(the “Company”), filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which
included restated financial statements for the fiscal year ended December 31, 2024. The accompanying independent auditor’s report,
issued by the Company’s current auditor, Integritat CPA, was dated April 27, 2026, and disclosed that the 2024 financial statements
had been restated to correct certain misstatements. As a result, Management determined that the affected previously issued financial
statements for the year ended December 31, 2024, should no longer be relied upon. The Company’s originally filed Annual Report
on Form 10-K for the fiscal year ended December 31, 2024, included the report of the Company’s predecessor auditor.
During
May 2026, additional information relating to certain matters affecting the Company’s previously issued financial statements came
to the attention of Management and Integritat CPA subsequent to the date of Integritat CPA’s April 27, 2026, audit report. The
resulting misstatements were determined to be material and principally related to an understatement of convertible notes payable
and reassessed accrued interest and derivative liabilities, with the conversion-related fair value adjustment treated
as a capital transaction and a subsequent adjustment to the derivative liabilities. As a result, Management determined that the affected previously issued financial statements
for the years ended December 31, 2025 and 2024, and the related audit report, should no longer be relied upon. Integritat CPA separately
evaluated the effect of the additional information on its previously issued audit report and performed additional procedures in connection
with the restatement.
The
Company subsequently restated its financial statements as of and for the years ended December 31, 2025 and 2024. On May 28, 2026, the
Company filed Amendment No. 1 to its Annual Report on Form 10-K/A containing the restated financial statements and the dual-dated report
of Integritat CPA. More specifically, the report is dated April 27, 2026, except for the matters described in Notes 2, 5, 7, 10, 16,
17, 18 and 19, as to which the date is May 27, 2026.
Financial
Statements That Should No Longer Be Relied Upon.
Fiscal
Year 2025: The audited consolidated financial statements of the Company as of and for the year ended December 31, 2025, as originally
issued and included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”)
on April 28, 2026, together with the report of Integritat CPA (PCAOB ID 6624) dated April 27, 2026, relating to such financial statements.
Fiscal
Year 2024: The audited consolidated financial statements of the Company as of and for the year ended December 31, 2024, as originally
issued and included in the Company’s Annual Report on Form 10-K filed with the Commission on March 27, 2025, together with the
report of Olayinka Oyebola & Co. dated March 25, 2025, relating to such financial statements.
Interim
Periods: The unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025, filed with the Commission on July 14, 2025, September
24, 2025, and November 20, 2025, respectively, in each case to the extent those reports present the consolidated balance sheet as of
December 31, 2024, or comparative amounts for the corresponding periods of fiscal year 2024, and the completed interim reviews of those
periods.
Restated
Financial Statements. The restated consolidated financial statements for the year ended December 31, 2024, are included, as comparative
amounts, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on April 28, 2026. The restated
consolidated financial statements for the years ended December 31, 2025, and December 31, 2024, are included in Amendment No. 1 to that
Annual Report on Form 10-K/A filed with the Commission on May 28, 2026, which contains the report of Integritat CPA dual dated April
27, 2026, except for the matters described in Notes 2, 5, 7, 10, 16, 17, 18 and 19, as to which the date is May 27, 2026. Investors should
refer to the restated financial statements included in the Form 10-K/A filed May 28, 2026, and should no longer rely on the previously
issued financial statements and interim quarter review identified above. Investor should also refer to the subsequently filed Forms 10-Q
for the Company’s updated interim financial information.
Facts
Underlying The Conclusion – Fiscal Year 2025, Audit Report Originally Dated April 27,
2026, Issued By Integritat CPA. The
errors in the previously issued financial statements for the year ended December 31, 2025, related to the accounting for convertible
notes payable, accrued interest, the change in fair value of derivative liabilities, loss on issuance of debt, debt discount,
amortization of debt discount and stockholders’ equity, and the related effects on the consolidated statement of operations.
Specifically:
| ● | a
convertible note payable issued July 8, 2025, was understated by $25,000 of principal and
$1,138 of accrued interest, the correction of which increased convertible notes payable by
$25,000, increased accrued interest by $1,138, decreased the change in fair value of derivative
liabilities by $25,000, and increased interest expense and net loss by $1,138; and |
| ● | upon
conversion of convertible debt, the fair value adjustment of the related derivative liability
was recorded to the change in fair value of derivative liabilities rather than to additional
paid-in capital, the correction of which decreased the change in fair value of derivative
liabilities by $1,433,682 and increased additional paid-in capital by $1,519,614, as the
derivative’s fair value change at the settlement date is characterized as a part of
a capital transaction rather than as an income statement event; and a redetermination
of derivative liabilities increased derivative liabilities by $31,762, increased debt discount
by $8,291, increased loss on issuance of convertible debt by $51,471 and increased amortization
of debt discount by $57,933. |
The
aggregate effect of these corrections was to increase net loss for the year ended December 31, 2025, by $1,569,224 due to reclassification of derivatives to additional paid-in capital and to increase
accumulated deficit at December 31, 2025, by the same amount, from $3,745,941 as previously reported to $5,315,165 as restated.
Facts
Underlying The Conclusion – Fiscal Year 2024, Audit Report Originally Dated March 25, 2025, Issued By Olayinka Oyebola &
Co. The errors in the previously issued financial statements for the year ended December 31, 2024, consisted of the following
seven error corrections:
●
Revenue recognition and accounts receivable. Revenue was recognized for which the performance obligation criteria of ASC
Topic 606 had not been satisfied. The correction decreased revenue by $555,195 and decreased accounts receivable by $555,195.
●
Allowance for credit loss on note receivable. The carrying value of a note receivable, including accrued interest, of $105,326
was written to zero and bad debt expense was increased by the same amount.
●
Misclassification of cash and related party amounts. Cash attributable to a related party and not an asset of the Company
was recorded as an asset. The correction decreased cash by $52,355, decreased revenue by $52,355 and increased related party liabilities
by $30,002.
●
Unaccrued interest expense. A period-end cutoff error resulted in unaccrued interest. The correction increased accrued
interest payable and interest expense by $18,205.
●
Unaccrued vendor obligations – continuing operations. A period-end cutoff error resulted in unaccrued vendor obligations.
The correction increased accounts payable and accrued liabilities by $139,543.
●
Unaccrued vendor obligations – discontinued operations. The correction increased liabilities of discontinued operations
by $4,388.
●
Accrued compensation. Payroll payments were not applied against the related accrual, resulting in duplicate expense. The
correction decreased accrued liabilities and payroll expense by $56,666.
The
aggregate effect of these corrections was to increase net loss for the year ended December 31, 2024, by $826,206 and to increase accumulated
deficit at December 31, 2024, from $3,096,015 as previously reported to $3,922,221 as restated. Restated basic and diluted net loss per
share for the year ended December 31, 2024, was $(0.56). The corrections had no effect on periods prior to the year ended December 31,
2024.
The
restated financial statements for the year ended December 31, 2024, also reflect the presentation of the Company’s former Jubilee
Intel, LLC operations as a discontinued operation under ASC Topic 205-20 and the retroactive adjustment of all share and per-share data
for the Company’s 1-for-500 reverse stock split under ASC Topic 260-10. Neither of those items constitutes a correction of
an error, nor does either form a basis for the non-reliance conclusion described in this Item 4.02.
Discussion
With the Independent Registered Public Accounting Firm. The underlying matters were discussed with Integritat CPA and additional
procedures were performed. Management determined that the misstatements were material and that the affected previously issued financial
statements and related audit reports should no longer be relied upon. Integritat CPA separately evaluated the effect of the matters on
its previously issued audit reports. The matters were subsequently addressed through the restatement of the affected financial statements
and the issuance or reissuance, as applicable, of Integritat CPA’s audit reports, including its dual-dated report dated April 27
and May 27, 2026.
Internal
Control Over Financial Reporting. As disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December
31, 2025, and in Amendment No. 1 thereto, management concluded that the Company’s disclosure controls and procedures were not effective
as of December 31, 2025, and that the Company’s internal control over financial reporting was not effective as of that date, in
each case as a result of the following material weaknesses: (i) the Company does not have appropriate accounting personnel to maintain
segregation of duties, to ensure the timely and accurate entry of transactions, or to properly account for complex or unusual transactions;
(ii) the Company does not have an independent audit committee in place; and (iii) the Company has not completed a documented assessment
of the design and operating effectiveness of its internal control over financial reporting. The errors described in this Item 4.02 are
attributable to those material weaknesses.
In
June 2026, the Company’s Board of Directors established an Audit Committee. The Audit Committee has begun to analyze the circumstances
surrounding the financial statements issued during Non-Reliance Periods and intends to recommend remediation measures to the full Board
of Directors during the fourth quarter of 2026.
Timing
of This Report. The Company did not file a Current Report on Form 8-K under Item 4.02 within four business days after each applicable
non-reliance determination was made on April 27, and May 27, 2026. The Company is filing this Current Report to report such determination.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No.: |
|
Description
of Exhibit |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
September 9, 2026. |
SDR
DRONE, INC. |
| |
|
|
| |
By:
|
/s/
Cho Sun Sik |
| |
|
Cho
Sun Sik |
| |
|
Co-Chief
Executive Officer |
| |
|
|
| |
By: |
/s/
Dong Wook Chung |
| |
|
Dong
Wook Chung |
| |
|
Co-Chief
Executive Officer |
