SDR Drone, Inc. has entered into an engagement letter with Dawson James Securities, Inc. to act as a lead placement agent for a proposed bridge financing and/or private placement. The company is targeting gross proceeds of $2,500,000 to $3,000,000 through the sale of convertible debt, equity, or equity-linked securities.
The engagement letter, dated November 10, 2026, outlines a non-exclusive, best efforts arrangement. The engagement period is set to begin on the execution date and end six months later, unless terminated earlier. To initiate the process, SDR Drone will pay Dawson James a non-refundable retainer of $50,000, which will be credited against the placement agent fee.
Under the terms of the agreement, Dawson James is entitled to a placement agent fee of 7.0% of the gross proceeds received from investors introduced by the firm. Additionally, the company will issue Dawson James or its designees warrants to purchase common stock equal to 3.0% of the aggregate number of securities issued to those investors. These warrants will have a five-year term and an exercise price equal to 110% of the offering price per share or unit.
The filing notes that the company is subject to a disqualifying order under Rule 506(d) of the Securities Act. Consequently, the offering will be conducted in reliance on Section 4(a)(2) of the Act rather than Regulation D. Dawson James has agreed to strict conditions to preserve this exemption, including limitations on the number of offerees and prohibitions on general solicitation or advertising.
The company expects to fund the $50,000 retainer through a private placement of a convertible promissory note to accredited investors. As of the filing date, no such note had been issued, and no binding commitment to purchase had been received. The company also agreed to file a registration statement on Form S-1 covering the resale of securities sold in the offering within 45 days of the closing.
