Sec Form 13D Filing - Y.D. More Investments Ltd filing for UAS Drone Corp. (USDR) - 2021-07-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. ________)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.  Security and Issuer.

 

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 each (the “Common Stock”), of UAS Drone Corp., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 1 Etgar Street, Tirat-Carmel, Israel 3903212.

  

Item 2.  Identity and Background.

 

This Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

 

 

YDM is a company organized under the laws of the State of Israel. The principal business of YDM is the management of investment portfolios, mutual funds, provident funds and investment banking. The address of the principal office of YDM is 2 Ben-Gurion Street, Ramat Gan, Israel.

 

MPF is a company organized under the laws of the State of Israel. The principal business of MPF is the management of provident funds. The address of the principal office of MPF is 2 Ben-Gurion Street, Ramat Gan, Israel.

 

BYM is a company organized under the laws of the State of Israel. BYM is a holding company, which is controlled by Mr. Yosef Meirov. The address of the principal office of BYM is 23 Tuval St., Ramat Gan, Israel.

 

Mr. Eli Levy is an Israeli citizen. His business address is 2 Ben-Gurion Street, Ramat Gan, Israel. Mr. Levy is currently the co-CEO of YDM and a member of the board of directors of YDM and MPF.

 

Mr. Yosef Levy is an Israeli citizen. His business address is 2 Ben-Gurion Street, Ramat Gan, Israel. Mr. Levy is currently the co-CEO of YDM and a member of the board of directors of YDM and MPF.

 

Mr. Benjamin Meirov is a citizen of Israel and the United States of America. His business address is 32 Bazel St., Herzliya, Israel. Mr. Meirov is currently a member of the board of directors of YDM and a manager at M.I.D. House of Diamonds Ltd. (“MID”), an Israeli company. The principal business of MID is diamonds, and the address of its principal office is 23 Tuval St., Ramat Gan, Israel.

 

Mr. Yosef Meirov is a citizen of Israel and Belgium. His business address is 18 Shevet Menashe St., Herzliya, Israel. Mr. Meirov is currently a manager at MID.

 

Mr. Michael Meirov is a citizen of Israel and the United States of America. His business address is 32 Ben Tzvi St., Herzliya, Israel. Mr. Meirov is currently a Manager at MID and a director at BYM.

 

Mr. Dotan Meirov is a citizen of Israel and the United States of America. His business address is 38 Nili St., Herzliya, Israel. Mr. Meirov is currently a Manager at MID.

 

The information required by General Instruction C to Schedule 13D is listed in Annex A hereto and is incorporated herein by reference.

 

During the last five years, none of the Reporting Persons nor any person listed in Annex A (the “Related Persons”) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

On May 11, 2021, MPF purchased from the Issuer (i) 10,000,000 shares of Common Stock, and (ii) 10,000,000 warrants exercisable to 10,000,000 shares of Common Stock at an exercise price of US$ 0.40 per share of Common Stock ((i) and (ii) collectively, the “MPF Securities”), pursuant to a Securities Purchase Agreement for an aggregate purchase price of US$ 4,000,000 (excluding payments as consideration for the exercise of the warrants, if any).  MPF obtained the funds to purchase the MPS Securities, and will obtain funds to pay the consideration for the exercise of the warrants, if any, through the beneficiaries of the provident fund.

 

On May 11, 2021, More Co-Invest (L.P.), Limited Partnership (“MCI LP”), a limited partnership whose general partner, More Co-Invest 1 (G.P.) Ltd, is controlled by YDM, purchased from the Issuer (i) 1,250,000 shares of Common Stock, and (ii) 1,250,000 warrants exercisable to 1,250,000 shares of Common Stock at an exercise price of US$ 0.40 per share of Common Stock ((i) and (ii) collectively, the “MCI LP Securities”), pursuant to a Securities Purchase Agreement for an aggregate purchase price of US$ 1,000,000 (excluding payments as consideration for the exercise of the warrants, if any).  MCI LP obtained the funds to purchase the MCI LP Securities, and will obtain funds to pay the consideration for the exercise of the warrants, if any, through the beneficiaries of the provident fund.

 

On May 11, 2021, Mr. Yosef Levy purchased from the Issuer (i) 300,000 shares of Common Stock, and (ii) 300,000 warrants exercisable to 300,000 shares of Common Stock at an exercise price of US$ 0.40 per share of Common Stock ((i) and (ii) collectively, the “YL Securities”), pursuant to a Securities Purchase Agreement for an aggregate purchase price of US$ 120,000 (excluding payments as consideration for the exercise of the warrants, if any).  Mr. Levy obtained the funds to purchase the YL Securities, and will obtain funds to pay the consideration for the exercise of the warrants, if any, through available cash.

 

Item 4.  Purpose of Transaction.

 

The securities described in this Schedule 13D were acquired for investment purposes. The Reporting Persons intend to review their investments in the Issuer on a continuing basis.  Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

Subject to applicable laws and permits, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions.

 

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

Item 5.  Interest in Securities of the Issuer.

 

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of securities beneficially owned by each of the Reporting Persons, as well as the number of securities as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, based on the Quarterly Report on form 10-Q filed by the Issuer on May 24, 2021, which reflects 54,018,813 shares of common stock, par value $0.0001 each, of the Issuer issued and outstanding as of May 19, 2021.

 

The securities reported herein are held as follows: (i) 10,000,000 shares of Common Stock, and 10,000,000 warrants exercisable to 10,000,000 shares of Common Stock at an exercise price of US$ 0.40 per share of Common Stock, are held by More Provident Funds Ltd., an Israeli company, which is controlled by Y.D More Investments Ltd.; (ii) 1,250,000 shares of Common Stock, and 1,250,000 warrants exercisable to 1,250,000 shares of Common Stock at an exercise price of US$ 0.40 per share of Common Stock, are held by More Co-Invest (L.P.), Limited Partnership, an Israeli limited partnership, whose general partner, More Co-Invest 1 (G.P.) Ltd., is controlled by Y.D More Investments Ltd. Y.D More Investments Ltd. is an Israeli public company controlled by (a) Yosef Meirov, directly and through B.Y.M. Mor Investments Ltd., a company which he controls with Michael Meirov and Dotan Meirov, (b) Eli Levy through Elldot Ltd., a wholly owned company, (c) Yosef Levy, and (d) Benjamin Meirov; and (iii) 300,000 shares of Common Stock, and 300,000 warrants exercisable to 300,000 shares of Common Stock at an exercise price of US$ 0.40 per share of Common Stock, are held by Mr. Yosef Levy.

 

(c)          Except as described in Item 3, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stocks.

 

(d)          None.

 

(e)          Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Except for the Securities Purchase Agreements referred to in Item 3 above, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.  Material to Be Filed as Exhibits.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Items 3-6 are not applicable to the abovementioned individuals.

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