UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 | |