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): December 21, 2018

DRONE AVIATION HOLDING CORP.

(Exact name of registrant as specified in its charter)

11651 Central Parkway #118, Jacksonville, FL 32224

(Address of principal executive offices)

Registrant’s telephone number, including area code: (904) 834-4400

Not applicable.

(Registrant's 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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.     ☐

Amendment of Common Stock Purchase Agreement

On December 21, 2018, the Board of Directors of Drone Aviation Holding Corp. (the “Company”) approved the Amended and Restated Stock Purchase Agreement relating to the previously disclosed offering of 5,500,000 shares of the Company’s common stock at $0.55 per share (the “Offering”) to reduce the purchase price in the Offering to $0.50 per share, reduce the maximum offering amount from $5,500,000 to $5,000,000, extend the initial closing date of the Offering to January 15, 2019 and permit sales of the Common Stock for a period of 30 days after the initial closing in order to attract a greater number of investors (the “Amended and Restated Stock Purchase Agreement”). In addition, the Amended and Restated Stock Purchase Agreement revised the definition of the event triggering the initial closing date to the date when the Company enters into an agreement with a prime government contractor at any time commencing after October 8, 2018 whereby the Company agrees to provide a minimum of $4,000,000 in goods and services to such contractor (the “Qualifying Contract”).

Amendment and Conversion of Convertible Notes

On December 21, 2018, the Company and the holders of the following convertible promissory notes (the “Convertible Notes”) entered into an amendment to reduce the conversion price under such notes to $0.50 per share in exchange for the holders’ of such convertible notes agreement to convert the principal amount and accrued interest under such notes concurrently with the execution of the amendment (collectively, the “Convertible Note Amendments):

Amendment of Warrant Granted August 3, 2017

On December 21, 2018, the Company and Dr. Phillip Frost, a substantial shareholder of the Company, entered into an amendment to the Warrant to purchase 2,000,000 shares of the Company’s common stock issued by the Company to Dr. Frost on August 3, 2017 to reduce the excise price under such warrant to $0.50 per share (the “December 2018 Frost Warrant Amendment”).

The foregoing descriptions of the forms of the Amended and Restated Stock Purchase Agreement and Convertible Note Amendments and the December 2018 Frost Warrant Amendment do not purport to be complete and are qualified in their entireties by copies of such agreements which are attached or incorporated by reference to this Current Report on Form 8-K as Exhibits 10.1, 10.3 and 10.4, respectively.

Information concerning the Amended and Restated Stock Purchase Agreement is set forth in Item 1.01 above and incorporated herein by this reference. As of the date of this Report, the Company has received subscriptions for a total of $3,903,750 (7,807,500 Shares) pursuant to the Amended and Restated Stock Purchase Agreement.

On December 21, 2018 an aggregate of $5,000,000 of principal amount of debt and $104,075.34 of accrued interest was converted to 10,208,151 shares of Common Stock at a conversion price of $0.50 per share.

The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Sections 3(a)(9), 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act.

On December 21, 2018, the Company’s Board of Directors (the “Board”) approved the following:

The foregoing description of the amendment to the form of the Stock Option Agreement does not purport to be complete and is qualified in its entirety by the form of Stock Option Agreement, a copy of which is attached or incorporated by reference to this Current Report on Form 8-K as Exhibit 10.5.

(d) Exhibits.

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.