false
0000008504
0000008504
2025-11-05
2025-11-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 5, 2025
AGEAGLE
AERIAL SYSTEMS INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
| 001-36492 |
|
88-0422242 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
| 8201
E. 34th Street N, Suite 1307 |
|
|
| Wichita,
Kansas |
|
67226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (620) 325-6363
(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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
Stock |
|
UAVS |
|
NYSE
American |
| |
|
|
|
|
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). ☐
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. ☐
Item
1.01. Entry into Material Definitive Agreement.
On
November 5, 2025, AgEagle Aerial Systems Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with the investors party thereto (the “Buyers”), pursuant to which, subject to the terms and conditions
set forth therein, the Company agreed to issue and sell to the Buyers in a registered direct offering (the “Offering”)
an aggregate of up to 100,000 shares of the Company’s Series G Convertible Preferred Stock, $0.001 par value per share (the “Series
G Preferred Stock”). Subject to the terms and conditions of the Certificate of Designation of Preferences, Rights and Limitations
of the Series G Convertible Preferred Stock (the “Certificate of Designation”), the Series G Preferred Stock is convertible
immediately upon issuance, at an initial conversion price equal to $1.23 per share (the “Conversion Price”).
The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject
to price-based adjustment in the event of any issuances of common stock, par value $0.001 per share (“Common Stock”), or
securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject
to certain exceptions). The Company agreed to sell, and the Buyers, severally and not jointly, agreed to purchase an aggregate of
12,000 shares of Series G Preferred Stock on the Initial Closing Date (as defined in the Purchase Agreement). Subject to the terms
and conditions of the Purchase Agreement, including approval by the Company’s stockholders (the “Stockholder Approval”)
with respect to the transactions contemplated by the Purchase Agreement and the Certificate of Designation, including the issuance of
all of the shares of the Company’s Common Stock, issuable upon conversion of the shares of the Series G Preferred Stock in accordance
with the terms of the Purchase Agreement in excess of 19.99% of the issued and outstanding Common Stock on the date of the Purchase
Agreement, the Buyers may elect in their sole discretion to purchase up to a total aggregate of 88,000 additional shares
of Series G Preferred Stock in one or more closings (the “Additional Preferred Shares”).Upon each issuance of Additional Preferred Shares,
the Conversion Price will be reduced to equal the lower of (i) the Conversion Price on the trading day immediately prior to the issuance
of such Additional Preferred Shares, and (ii) 75% of the “Minimum Price” (as defined in Section 713(c) of the NYSE American
LLC Company Guide) on the trading day immediately prior to the issuance of such Additional Preferred Shares, provided that, the Conversion
Price may not be less than $1.00 (the “Floor Price Condition”); provided further that, the Company may waive, in its sole
discretion, the Floor Price Condition.
The Purchase Agreement contains certain
representations and warranties, covenants and indemnification provisions customary for similar transactions. The representations, warranties
and covenants contained in the Purchase Agreement were made solely for the benefit of the applicable parties to the Purchase Agreement
and may be subject to limitations agreed upon by the applicable contracting parties. Among other covenants, the Purchase Agreement requires
the Company to hold a meeting of its stockholders no later than 75 days following the Initial Closing Date, to seek Stockholder Approval.
The
Offering will be made pursuant to a prospectus supplement dated November 5, 2025, and a base prospectus dated September 22, 2025, which is
part of a registration statement on Form S-3 (File No. 333-290164) that was filed with the U.S. Securities and Exchange Commission on
September 10, 2025, and became effective on September 22, 2025. The Company does not plan to apply to list the Series G Preferred Stock
on the NYSE American, any other national securities exchange or any other nationally recognized trading system.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
The
matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 7.01 Regulation FD
Disclosure.
On
November 6, 2025, the Company issued a press release announcing the Purchase Agreement. A copy of the press release is furnished herewith
as Exhibit 99.1.
The
information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”
for any purpose, nor shall the information or Exhibit 99.1 be deemed incorporated by reference in any filings under the Securities
Act of 1933, as amended.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this Current Report
on Form 8-K are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K may be identified
by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,”
“expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,”
“predict,” “project,” “suggest,” “target,” “aim,” “should,” “will,”
“would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain
these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict, including risks related to the timing and fulfilment of current and future purchase
orders relating to the Company’s products, the success of new programs and software updates, the ability to implement a new strategic
plan, the success of a new strategic plan, and the Company’s ability to obtain requisite stockholder approvals. Further, certain
forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of
risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as
risks relating to the business of the Company in general, see the risk disclosures in the Annual Report on Form 10-K of the Company for
the year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the Securities and Exchange
Commission by the Company. All such forward-looking statements speak only as of the date they are made, and the Company undertakes no
obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement, dated November 5, 2025, by and between AgEagle Aerial Systems Inc. and the investors signatory thereto. |
| 99.1 |
|
Press Release, dated November 6, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| Date:
November 6, 2025 |
By: |
/s/
Alison Burgett |
| |
|
Alison
Burgett |
| |
|
Chief
Financial Officer |
