UAS Drone Corp

Previous wording

On August 15, 2022, Duke Israel introduced the Insulator Cleaning (“IC”) Drone, a drone technology for conducting routine maintenance of critical infrastructure, and has signed an agreement with Israel Electric Corporation (the “IEC”) to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we completed our obligations under its agreement with the IEC.

Current wording

On August 15, 2022, Duke Israel introduced the Insulator Cleaning (“IC”) Drone, a drone technology for conducting routine maintenance of critical infrastructure, and has signed an agreement with Israel Electric Corporation (the “IEC”) to provide drone-enabled systems for cleaning electric utility cable insulators. During October 2023, we completed our obligations under the agreement with the IEC.

Previous wording

Research and Development. Our research and development expenses for the three months ended March 31, 2024, amounted to $38,000, compared to $0 for the three months ended March 31, 2023. The increase in research and development expenses was mainly due to the Company continuing with research and development activities in 2024 following the completion of the agreement with IEC towards the end of 2023.

Current wording

Research and Development. Our research and development expenses for the three months ended June 30, 2024, amounted to $78,000, compared to $0 for the three months ended June 30, 2023. The increase in research and development expenses was mainly due to our continuing with research and development activities in 2024 following the completion of the agreement with the IEC towards the end of 2023.

Previous wording

*General and Administrative.*Our general and administrative expenses for the three months ended March 31, 2024, which consisted primarily of professional services, amounted to $192,000, compared to $202,000 for the three months ended March 31, 2023. The decrease in general and administrative expenses for the three months ended March 31, 2024, was mainly due to a decrease in share-based compensation.

Current wording

General and Administrative. Our general and administrative expenses for the three months ended June 30, 2024, which consisted primarily of professional services, stock-based compensation expenses and legal expenses, amounted to $215,000, compared to $206,000 for the three months ended June 30, 2023. The increase in general and administrative expenses for the three months ended June 30, 2024 was mainly due to an increase in professional services and in rent and office expenses partially offset by a decrease in share-based compensation expenses.

Previous wording

Financial Income, net. For the three months ended March 31, 2024, we had financial income of $21,000 compared to financial income of $23,000 for the three months ended March 31, 2023.

Current wording

Financial Income, net. For the three months ended June 30, 2024, we had financial income of $15,000 compared to financial income of $23,000 for the three months ended June 30, 2023.

Previous wording

Net Loss. We incurred a net loss of $209,000 for the three months ended March 31, 2024, compared to a net loss of $179,000 for the three months ended March 31, 2023, for the reasons set forth above.

Current wording

Net Loss. We incurred a net loss of $278,000 for the three months ended June 30, 2024 as compared to a net loss of $183,000 for the three months ended June 30, 2023, for the reasons set forth above.

Previous wording

We had $2,112,000 in cash on March 31, 2024, versus $2,621,000 in cash on March 31, 2023. The reason for the decrease in our cash balance was due to the operating expenses describe above. Cash used in operations for the three months ended March 31, 2024, was $169,000 as compared to cash used in operations of $209,000 for the three months ended March 31, 2023. The reason for the decrease in cash used in operations is mainly related to our net loss, which was offset by a decrease in other current assets.

Current wording

We had $1,766,000 in cash on June 30, 2024 versus $2,419,000 in cash on June 30, 2023. The reason for the decrease in our cash balance was due to our development efforts and operating expenses describe above. Cash used in operations for the six months ended June 30, 2024 was $514,000 as compared to cash used in operations of $410,000 for the six months ended June 30, 2023. The reason for the increase in cash used in operations is mainly related to our net loss, an increase in other current assets and a decrease in other liabilities.

Previous wording

Net cash used in investing activities was $0 for the three months ended March 31, 2024, compared to net cash used in investing activities of $16,000 for the three months ended March 31, 2023.

Current wording

Net cash used in investing activities was $0 for the six months ended June 30, 2024, as compared to net cash used in investing activities of $16,000 for the six months ended June 30, 2023.

Previous wording

On May 11, 2021, we entered into securities purchase agreements with eight (8) non-U.S. investors, according to which we, in a private placement offering, agreed to issue and sell to investors an aggregate of: (i) 12,500,000 shares of our common stock at $0.40 per share; and (ii) warrants to purchase 12,500,000 of our common stock. The warrants were exercisable immediately and for a term of 18 months and had an exercise price of $0.40 per share. The aggregate gross proceeds from the offering were approximately $5,000,000 and the offering closed on May 11, 2021. On April 5, 2022, we entered into an agreement with the investors pursuant to which we extended the term of the warrants, to expire on November 11, 2023. On November 1, 2023, we and the investors executed a second extension agreement, such that the term of the warrants was extended so that they now expire on November 11, 2024.

Current wording

On May 11, 2021, we entered into securities purchase agreements with eight (8) non-U.S. investors, (the “Holders”), according to which we, in a private placement offering, agreed to issue and sell to the Holders an aggregate of: (i) 12,500,000 shares of our common stock at $0.40 per share; and (ii) warrants to purchase 12,500,000 of our common stock. The warrants were exercisable immediately and for a term of 18 months and had an exercise price of $0.40 per share. The aggregate gross proceeds from the offering were approximately $5,000,000 and the offering closed on May 11, 2021. On April 5, 2022, we entered into an agreement with the Holders pursuant to which we extended the term of the warrants, to expire on November 11, 2023. On November 1, 2023, we and the Holders executed a second extension agreement, such that the term of the warrants was extended so that they now expire on November 11, 2024. On June 20, 2024, we entered into a warrant amendment agreement with the Holders in which the its was agreed to (i) extend the warrant exercise term to May 11, 2026; (ii) amend the warrant exercise price and increase it from $0.40 per share to $0.65 per share; and (iii) include a beneficial ownership blocker that limits the exercise of such warrants if such exercise would result in the holder beneficially owning in excess of 19.99% of the number of our common stock immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant.