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Draganfly Inc. – ‘40-F’ for 12/31/22

On:  Monday, 3/27/23, at 4:27pm ET   ·   For:  12/31/22   ·   Accession #:  1493152-23-9095   ·   File #:  1-40688

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/27/23  Draganfly Inc.                    40-F       12/31/22  129:11M                                    M2 Compliance LLC/FA

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML    123K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    720K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML   1.50M 
 4: EX-99.3     Miscellaneous Exhibit                               HTML    642K 
 5: EX-99.4     Miscellaneous Exhibit                               HTML     35K 
 6: EX-99.5     Miscellaneous Exhibit                               HTML     35K 
 7: EX-99.6     Miscellaneous Exhibit                               HTML     31K 
 8: EX-99.7     Miscellaneous Exhibit                               HTML     31K 
 9: EX-99.8     Miscellaneous Exhibit                               HTML     30K 
15: R1          Cover                                               HTML     94K 
16: R2          Consolidated Statements of Financial Position       HTML    105K 
17: R3          Consolidated Statements of Comprehensive Loss       HTML    111K 
18: R4          Consolidated Statements of Changes in               HTML     83K 
                Shareholders' Equity                                             
19: R5          Consolidated Statements of Cash Flows               HTML    119K 
20: R6          Nature and Continuance of Operations                HTML     36K 
21: R7          Basis of Preparation                                HTML    163K 
22: R8          Vital Intelligence Acquisition                      HTML     67K 
23: R9          Cash and Cash Equivalents                           HTML     57K 
24: R10         Receivables                                         HTML     37K 
25: R11         Inventory                                           HTML     44K 
26: R12         Notes Receivable                                    HTML     78K 
27: R13         Prepaids                                            HTML     41K 
28: R14         Investments                                         HTML     59K 
29: R15         Equipment                                           HTML     72K 
30: R16         Intangible Assets and Goodwill                      HTML    113K 
31: R17         Right of Use Assets                                 HTML     43K 
32: R18         Lease Liabilites                                    HTML     47K 
33: R19         Trade Payables and Accrued Liabilities              HTML     36K 
34: R20         Deferred Income                                     HTML     38K 
35: R21         Loans Payable                                       HTML     58K 
36: R22         Share Capital                                       HTML    236K 
37: R23         Segmented Information                               HTML     70K 
38: R24         Office and Miscellaneous                            HTML     38K 
39: R25         Related Party Transactions                          HTML     63K 
40: R26         Financial Instruments and Financial Risk            HTML     80K 
                Management                                                       
41: R27         Income Taxes                                        HTML     52K 
42: R28         Supplemental Cash Flow Disclosures                  HTML     38K 
43: R29         Subsequent Events                                   HTML     35K 
44: R30         Basis of Preparation (Policies)                     HTML    212K 
45: R31         Basis of Preparation (Tables)                       HTML     66K 
46: R32         Vital Intelligence Acquisition (Tables)             HTML     45K 
47: R33         Cash and Cash Equivalents (Tables)                  HTML     36K 
48: R34         Receivables (Tables)                                HTML     37K 
49: R35         Inventory (Tables)                                  HTML     40K 
50: R36         Notes Receivable (Tables)                           HTML     67K 
51: R37         Prepaids (Tables)                                   HTML     37K 
52: R38         Investments (Tables)                                HTML     55K 
53: R39         Equipment (Tables)                                  HTML     72K 
54: R40         Intangible Assets and Goodwill (Tables)             HTML     85K 
55: R41         Right of Use Assets (Tables)                        HTML     39K 
56: R42         Lease Liabilites (Tables)                           HTML     47K 
57: R43         Trade Payables and Accrued Liabilities (Tables)     HTML     35K 
58: R44         Deferred Income (Tables)                            HTML     36K 
59: R45         Loans Payable (Tables)                              HTML     49K 
60: R46         Share Capital (Tables)                              HTML    199K 
61: R47         Segmented Information (Tables)                      HTML     67K 
62: R48         Office and Miscellaneous (Tables)                   HTML     36K 
63: R49         Related Party Transactions (Tables)                 HTML     46K 
64: R50         Financial Instruments and Financial Risk            HTML     64K 
                Management (Tables)                                              
65: R51         Income Taxes (Tables)                               HTML     49K 
66: R52         Nature and Continuance of Operations (Details       HTML     33K 
                Narrative)                                                       
67: R53         Schedule of Results of Operations (Details)         HTML     45K 
68: R54         Schedule of Functional Currencies (Details)         HTML     43K 
69: R55         Schedule of Financial Instruments (Details)         HTML     48K 
70: R56         Schedule of Intangible Assets Useful Lives          HTML     38K 
                (Details)                                                        
71: R57         Schedule of Depreciation Rates (Details)            HTML     42K 
72: R58         Schedule of Contingent Consideration (Details)      HTML     35K 
73: R59         Schedule of Purchase Price Allocation for Vital     HTML     48K 
                Intelligence (Details)                                           
74: R60         Vital Intelligence Acquisition (Details Narrative)  HTML     74K 
75: R61         Schedule of Cash and Cash Equivalents (Details)     HTML     37K 
76: R62         Cash and Cash Equivalents (Details Narrative)       HTML     44K 
77: R63         Schedule of Amounts Receivable (Details)            HTML     38K 
78: R64         Schedule of Inventories (Details)                   HTML     36K 
79: R65         Schedule of Cost of Sales (Details)                 HTML     37K 
80: R66         Inventory (Details Narrative)                       HTML     36K 
81: R67         Disclosure of Notes Receivable (Details)            HTML     78K 
82: R68         Notes Receivable (Details Narrative)                HTML     75K 
83: R69         Schedule of Prepaid Expenses and Deposits           HTML     44K 
                (Details)                                                        
84: R70         Schedule of Prepaid Expenses and Deposits           HTML     30K 
                (Details) (Parenthetical)                                        
85: R71         Schedule of Investments (Details)                   HTML     36K 
86: R72         Schedule of Fair Value of Investment (Details)      HTML     40K 
87: R73         Schedule of Weighted Average Assumption for Fair    HTML     43K 
                Values Warrants (Details)                                        
88: R74         Schedule of Property, Plant and Equipment           HTML     75K 
                (Details)                                                        
89: R75         Schedule of Intellectual Property (Details)         HTML     94K 
90: R76         Investments (Details Narrative)                     HTML     37K 
91: R77         Intangible Assets and Goodwill (Details Narrative)  HTML     68K 
92: R78         Schedule of Right of Use Assets (Details)           HTML     43K 
93: R79         Schedule of Operating Lease Liabilities (Details)   HTML     43K 
94: R80         Schedule of Operating Maturity Analysis (Details)   HTML     43K 
95: R81         Schedule of Trade Payables and Accrued Liabilities  HTML     38K 
                (Details)                                                        
96: R82         Schedule of Deferred Income (Details)               HTML     35K 
97: R83         Schedule of Loans Payable (Details)                 HTML     37K 
98: R84         Schedule of Loans (Details)                         HTML     48K 
99: R85         Lease Liability (Details Narrative)                 HTML     30K 
100: R86         Loans Payable (Details Narrative)                   HTML     46K  
101: R87         Schedule of Stock Options Outstanding and           HTML    105K  
                Exercisable (Details)                                            
102: R88         Schedule of Weighted Average Assumptions (Details)  HTML     47K  
103: R89         Summary of Changes in Restricted Stock Units        HTML     41K  
                (Details)                                                        
104: R90         Schedule of Warrant Derivative Liability (Details)  HTML     45K  
105: R91         Schedule of Warrants and Fair Value Outstanding     HTML     53K  
                (Details)                                                        
106: R92         Schedule of Weighted Average Assumption for         HTML     51K  
                Warrants (Details)                                               
107: R93         Summary of Changes in Warrants (Details)            HTML     57K  
108: R94         Schedule of Warrants Outstanding (Details)          HTML     53K  
109: R95         Share Capital (Details Narrative)                   HTML    101K  
110: R96         Schedule of Segmented Information (Details)         HTML     80K  
111: R97         Schedule of Geographic Revenue (Details)            HTML     39K  
112: R98         Schedule of Office and Miscellaneous Expenses       HTML     39K  
                (Details)                                                        
113: R99         Schedule of Key Compensation Awards (Details)       HTML     36K  
114: R100        Schedule of Key Management Transactions (Details)   HTML     48K  
115: R101        Related Party Transactions (Details Narrative)      HTML     47K  
116: R102        Schedule of Contractual Maturities of Financial     HTML     56K  
                Liabilities (Details)                                            
117: R103        Schedule of Changes in Foreign Exchange Rates       HTML     33K  
                (Details)                                                        
118: R104        Schedule of Financial Assets Measured Fair Value    HTML     48K  
                Through Profit and Loss (Details)                                
119: R105        Financial Instruments and Financial Risk            HTML     32K  
                Management (Details Narrative)                                   
120: R106        Schedule of Income Tax (Details)                    HTML     51K  
121: R107        Schedule of Deferred Taxes (Details)                HTML     44K  
122: R108        Income Taxes (Details Narrative)                    HTML     31K  
123: R109        Supplemental Cash Flow Disclosures (Details         HTML     44K  
                Narrative)                                                       
124: R110        Subsequent Events (Details Narrative)               HTML     41K  
127: XML         IDEA XML File -- Filing Summary                      XML    232K  
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‘40-F’   —   Annual Report by a Canadian Issuer


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 iX: 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 40-F

 

(Check One)

 i  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

 i  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended:  i  i December 31,  i 2022 /  Commission File Number:  i 001-40688

 

 i Draganfly Inc.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English (if applicable))

 

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

 

3721

(Primary Standard Industrial Classification Code Number (if applicable))

 

Not Applicable

(I.R.S. Employer Identification Number (if applicable))

 

 i 2108 St. George Avenue

 i Saskatoon, Saskatchewan,  i S7M 0K7

 i Canada

( i 800)  i 979-9794

(Address and telephone number of Registrant’s principal executive offices)

 

 i C T Corporation System

 i 1015 15th Street,  i N.W.,Suite 1000

 i Washington,  i DC  i 20005

( i 202)  i 572-3111

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker Symbol(s)  

Name of each exchange on which registered

 i Common Shares    i DRPO   The  i Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

For annual reports, indicate by check mark the information filed with this Form:

 

 i  i  /  Annual information form ☒ Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:  i 34,270,579

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

YES ☒ NO ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company  i 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.  i 

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

Draganfly Inc. (the “Registrant”) is a Canadian corporation eligible to file its Annual Report pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements in this Annual Report on Form 40-F are forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Additionally, the safe harbor provided in Section 21E of the Exchange Act and Section 27A of the Securities Act applies to any forward-looking information provided pursuant to “Off-Balance Sheet Arrangements” and “Disclosure of Contractual Obligations” in this Annual Report on Form 40-F. Please see “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 2 of the Management’s Discussion and Analysis for the fiscal year ended December 31, 2022 of the Registrant, attached as Exhibit 99.3 to this Annual Report on Form 40-F, and “Cautionary Note Regarding Forward-Looking Information” beginning on page 1 of the Annual Information Form for the fiscal year ended December 31, 2022 of the Registrant, attached as Exhibit 99.1 to this Annual Report on Form 40-F.

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report on Form 40-F in accordance with Canadian disclosure requirements, which are different from those of the United States.

 

The Registrant prepares its consolidated financial statements, which are filed with this Annual Report on Form 40-F, in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”). Such financial statements may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles.

 

2

 

 

Unless otherwise indicated, all dollar amounts in this Annual Report on Form 40-F are in Canadian dollars. The exchange rate of United States dollars into Canadian dollars, on December 30, 2022, based upon historical rates published by the Bank of Canada, was U.S.$1.00 = C$1.3544.

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual Report on Form 40-F.

 

PRINCIPAL DOCUMENTS

 

Annual Information Form

 

The Registrant’s Annual Information Form for the fiscal year ended December 31, 2022 is filed as Exhibit 99.1 and incorporated by reference in this Annual Report on Form 40-F.

 

Audited Annual Financial Statements

 

The audited consolidated financial statements of the Registrant for the fiscal year ended December 31, 2022 and 2021, including the Independent Auditor’s Report with respect thereto, are filed as Exhibit 99.2 and incorporated by reference in this Annual Report on Form 40-F.

 

Management’s Discussion and Analysis

 

The Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2022 is filed as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.

 

CONTROLS AND PROCEDURES

 

Certifications

 

The required certifications are included in Exhibits 99.4, 99.5, 99.6 and 99.7 of this Annual Report on Form 40-F.

 

3

 

 

Disclosure Controls and Procedures

 

At the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Registrant’s “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) was carried out by the Registrant’s principal executive officer (the “CEO”) and principal financial officer (the “CFO”). Based upon that evaluation, the Registrant’s CEO and CFO have concluded that, as of the end of the period covered by this report, the design and operation of the Registrant’s disclosure controls and procedures are effective to ensure that (i) information required to be disclosed in reports that the Registrant files or submits to regulatory authorities is recorded, processed, summarized and reported within the time periods specified by regulation, and (ii) is accumulated and communicated to management, including the Registrant’s CEO and CFO, to allow timely decisions regarding required disclosure.

 

It should be noted that while the Registrant’s CEO and CFO believe that the Registrant’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the Registrant’s disclosure controls and procedures will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

 

Management Report on Internal Control Over Financial Reporting & Auditor Attestation

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) and has designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with IFRS.

 

In designing and evaluating the Company’s internal control over financial reporting, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its reasonable judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022, based on those criteria.

 

In accordance with the JOBS Act enacted on April 5, 2012, the Company qualifies as an “emerging growth company,” which entitles the Company to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. Specifically, the JOBS Act defers the requirement to have the Company’s independent auditor assess the Company’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. As such, the Company is exempted from the requirement to include an auditor attestation report in this Annual Report for so long as the Company remains an EGC, which may be for as long as five years following its initial registration in the United States.

 

4

 

 

Changes in Internal Control over Financial Reporting

 

During the year ended December 31, 2022, there were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

NOTICES PURSUANT TO REGULATION BTR

 

There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2022 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

 

Audit Committee

 

The Board of Directors has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act for the purpose of overseeing the accounting and financial reporting processes of the Registrant and audits of the Registrant’s annual financial statements. As of the date of this Annual Report on Form 40-F, the members of the Audit Committee are Olen Aasen, Julie Myers Wood and John M. ‎Mitnick.

 

The Board of Directors of the Registrant has determined that all members of the Audit Committee are “independent,” as such term is defined under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). Further, the Registrant has determined that all members of the Audit Committee are financially literate, meaning that they must be able to read and understand fundamental financial statements.

 

Audit Committee Financial Expert

 

The Board of Directors of the Registrant has determined that the Chair of the Audit Committee, Olen Aasen is an “audit committee financial expert,” as defined in General Instruction B(8)(b) of Form 40-F. The U.S. Securities and Exchange Commission (the “Commission”) has indicated that the designation of Olen Aasen, as an audit committee financial expert does not make him an “expert” for any purpose, impose any duties, obligations or liability on him that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.

 

5

 

 

CODE OF ETHICS

 

The Registrant has adopted a written code of ethics for its directors, officers and employees entitled “Code of Business Conduct and Ethics” (the “Code”) that complies with Section 406 of the Sarbanes-Oxley Act of 2002 and with Nasdaq Listing Rule 5610. The Code includes, among other things, written standards for the Registrant’s CEO, CFO and principal accounting officer or controller, or persons performing similar functions, which are required by the Commission for a code of ethics applicable to such officers. A copy of the Code is posted on the Registrant’s website at https://investor.draganfly.com/governance-documents/ under “Code of Ethics”.

 

No substantive amendments to the Code were adopted during the year ended December 31, 2022. No “waiver” or “implicit waiver,” as such terms are defined in Note 6 to General Instruction B(9) of Form 40-F, was granted relating to any provision of the Code during the year ended December 31, 2022.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 i Dale Matheson Carr-Hilton Labonte LLP serves as the Registrant’s auditing firm. Aggregate fees billed to the Registrant for professional services rendered by Dale Matheson Carr-Hilton Labonte LLP and its affiliates during the fiscal years ended December 31, 2022 and December 31, 2021 are detailed below.

 

   Year Ended December 31, 
Services  2022   2021 
Audit Fees(1)  $250,000   $227,500 
Audit-Related Fees(2)   63,900    24,000 
Tax Fees(3)  $11,000   $11,000 
Other Fees(4)   -    - 

 

(1) “Audit fees” means the aggregate fees billed for professional services rendered by our principal accounting firm for the audit of the Company’s annual financial statements and the review of its comparative interim financial statements.
   
(2) “Audit-related fees” means the aggregate fees billed for professional services rendered by the Company’s principal accounting firm for the assurance and related services, which mainly included the audit and review of financial statements and are not reported under “Audit fees” above.
   
(3) “Tax fees” means the aggregate fees billed for professional services rendered by the Company’s principal accounting firm for tax compliance, tax advice and tax planning.
   
(4) “Other fees” means the aggregate fees incurred in each of the fiscal years listed for the professional tax services rendered by the Company’s principal accounting firm other than services reported under “Audit fees,” “Audit-related fees” and “Tax fees.”

 

6

 

 

Pre-Approval Policies and Procedures

 

The policy of the Company’s Audit Committee is to pre-approve all audit and non-audit services provided by Dale Matheson Carr-Hilton Labonte LLP, its independent registered public accounting firm, including audit services, audit-related services, tax services, and other services as described above. For the fiscal year ended December 31, 2022, all audit and non-audit services performed by the Registrant’s auditor were pre-approved by the Audit Committee of the Registrant, pursuant to Rule 2-01(c)(7)(i) of Regulation S-X.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

As of December 31, 2022, the Registrant does not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The following table lists, as of December 31, 2022, information with respect to the Registrant’s known contractual obligations:

 

   1 year   1 – 5 years   More than 5 years 
Trade payables and accrued liabilities   2,816,676    -      - 
Customer deposits   194,758    -    - 
Deferred income   63,690    -    - 
Loans payable   81,512    5,059    - 
Derivative liability   57,314    -    - 
Lease liability   133,962    244,681    - 
   $3,347,912   $249,740   $- 

 

7

 

 

MINE SAFETY DISCLOSURE

 

Not applicable.

 

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

 

Not applicable.

 

CORPORATE GOVERNANCE

 

The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and its common shares are listed on Nasdaq. Nasdaq Marketplace Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the Nasdaq Listing Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions of the Nasdaq Listing Rules must disclose each Nasdaq corporate governance requirement that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the Nasdaq corporate governance requirement(s), either on its website or in its annual filings with the Commission. A description of the significant ways in which the Registrant’s corporate governance practices differ from those followed by domestic companies pursuant to the applicable Nasdaq Listing Rules is disclosed on the Registrant’s website at https://investor.draganfly.com/governance-documents/ under “Nasdaq Home Country Practice”.

 

UNDERTAKING

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

The Registrant filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with the Commission on July 21, 2021 with respect to the class of securities in relation to which the obligation to file this Annual Report on Form 40-F arises.

 

Any change to the name or address of the Registrant’s agent for service of process shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.

 

8

 

 

EXHIBIT INDEX

 

Exhibit No.   Title of Exhibit
       
99.1   Annual Information Form of the Registrant for the year ended December 31, 2022
       
99.2   Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2022 and 2021, together with the Auditors’ Report thereon
       
99.3   Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2022
       
99.4   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934
       
99.5   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934
       
99.6   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
       
99.7   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
       
99.8   Consent of Independent Registered Public Accounting Firm – Dale Matheson Carr-Hilton Labonte LLP (PCAOB ID:  i 1173)  i Vancouver, Canada
       
101   The following materials from the Company’s Annual Report on Form 40-F for the fiscal year ended December 31, 2022, formatted in eXtensible Business Reporting Language (XBRL):
       
    (i) Consolidated Balance Sheets as of December 31, 2022 and 2021;
    (ii) Consolidated Statements of Operations for the years ended December 31, 2022 and 2021;
    (iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022 and 2021;
    (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2022 and 2021;
    (v) Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021; and
    (vi) Notes to Consolidated Financial Statements
       
104   Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101)

 

9

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Draganfly Inc.
     
  By: /s/ Paul Sun
  Name: Paul Sun
  Title: Chief Financial Officer
     
Date: March 27, 2023    

 

10

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/27/23
For Period end:12/31/22
12/30/22
12/31/2120-F
7/21/21F-10,  F-X
4/5/12
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/30/23  Draganfly Inc.                    F-10/A                 2:374K                                   M2 Compliance LLC/FA
 4/28/23  Draganfly Inc.                    F-10                   3:380K                                   M2 Compliance LLC/FA
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