Current Report · Items 1.01, 3.02, 9.01 · 8-K
DYNAMIC AEROSPACE SYSTEMS Corp
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01. Entry into a Material Definitive Agreement.
Company context
Dynamic Aerospace Systems is a Nevada-incorporated business dedicated to developing innovative aerospace technologies, with a focus on advanced drones (UAVs) for military defense and commercial applications. Committed to engineering excellence and strategic partnerships, DAS delivers reliable, high-performance solutions to meet the evolving needs of the aerospace industry. The Company’s common stock is traded on the OTCQB Market under the ticker symbol “BRQL.”
Current securities
Recent company filings
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD DisclosureOct 29, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 23, 2026
- 424B3 filingAug 13, 2026
- DEF 14C filingAug 11, 2026
- Other EventsAug 11, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sales of Equity Securities.
On June 18, 2026, Dynamic Aerospace Systems Corporation, a Nevada corporation (the “Company”), closed the initial tranche of a private placement offering (the “Offering”) under a Securities Purchase Agreement (the “SPA”).
In connection with the Offering, the Company plans to sell up to $750,000 worth of shares of the Company’s Common Stock (the “Shares”) and warrants (the “Warrants”) to purchase one and a half additional shares of the Company’s common stock (the “Warrant Shares”) for each one Share purchased. The purchase price for each tranche under the Offering will be determined between the Company and the various investors.
Pursuant to the initial closing under to the SPA on June 18, 2026, the Company sold 357,143 shares of the Company’s Common Stock, and warrants to purchase up to 535,715 shares to The Aeon Group, Inc. (collectively, the “Initial Tranche”). The purchase price paid was $75,000.
The Warrants have an exercise price of $0.30, and have a term of two years. The Warrants may be exercised on a cashless basis if at any time beginning on the date which is six months after the date on which the Company’s Common Stock begins trading on a national exchange, the Company fails to maintain an effective registration statement covering the resale of the Warrant Shares by the Purchaser.
The issuance of the Shares and Warrants in the Initial Tranche described above was completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company anticipates that all future trances in the Offering similarly will be completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities in the Initial Tranche was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by the Company which did not involve a public offering; (b) there was only one Purchaser; (c) the negotiations for the issuance of the securities took place directly between the Purchaser and the Company; and (d) the Purchaser of the securities made several representations of sophistication, experience, and ability to bear the risks of the investment.