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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): March 4, 2026
AGEAGLE
AERIAL SYSTEMS INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-36492 |
|
88-0422242 |
(State
or other jurisdiction
of
incorporation) |
|
(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 a Material Definitive Agreement. |
On
March 4, 2026, AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) entered into a private
placement subscription (the “Agreement”) with Aerodrome Group Ltd. (“Aerodrome”). Pursuant to the Agreement,
the Company purchased 11,523,750 ordinary shares of Aerodrome at a price of 0.80 NIS per share for an aggregate of 9,219,000 NIS. The
Agreement is subject to customary closing conditions.
The
Agreement also outlines the framework for the creation of a joint venture between EagleNXT and Aerodrome that will distribute advanced
autonomous uncrewed systems in the United States and Canada. The formation of the joint venture is subject to the execution of mutually
acceptable definitive documents setting forth the terms and conditions governing the joint venture and applicable regulatory approvals.
A
copy of the press release announcing the Aerodrome investment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary
Note Regarding 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 EagleNXT’s current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict, including risks related to the success of EagleNXT’s investment in Aerodrome
or the proposed joint venture, the timing and fulfilment of current and future purchase orders relating to EagleNXT’s products,
the success of new programs and software updates, the ability to implement a new strategic plan and the success of a new strategic plan.
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 EagleNXT in general, see the risk disclosures in the Annual Report on Form 10-K of EagleNXT
for the year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by EagleNXT.
All such forward-looking statements speak only as of the date they are made, and EagleNXT 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
Number |
|
Description |
| 99.1 |
|
Press
Release, dated March 6, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
March 6, 2026 |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| |
By: |
/s/
William Irby |
| |
Name: |
William
Irby |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

EagleNXT
Announces Strategic Investment in Leading Israeli Precision Loitering Munition Innovator
U.S.-Based
Unmanned Systems Provider Announces Strategic Investment in Israel’s Aerodrome Group Ltd. with Option for Future U.S.-Based Collaboration
ALLEN,
Texas, March 6, 2026 – AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”)
(NYSE: UAVS), a leading provider of full stack drone, sensors and software solutions for customers worldwide in the commercial and government
verticals, today announced a strategic investment in Aerodrome Group Ltd., an Israel-based developer of precision loitering munitions
(“Aerodrome”).
In
line with both its mission - Protects What Matters Most: lives, land, and the pursuit of peace - and its strategy to accelerate advanced
uncrewed systems and technologies, EagleNXT has executed a strategic investment in Aerodrome. The investment boosts EagleNXT’s
capabilities in autonomy and precision strike. This move strengthens EagleNXT’s position in cutting-edge autonomous defense technologies
while fostering international collaboration. The investment includes a reserved right for EagleNXT to establish a U.S.-based joint venture,
subject to mutual agreement and regulatory approvals.
Aerodrome
specializes in target discriminating technologies at the intersection of autonomy, precision strike, and next-generation aerial warfare.
This
investment aligns with EagleNXT’s mission to deliver innovative uncrewed systems and enable technologies that serve defense, public
safety, agriculture, and commercial customers worldwide. By partnering with Aerodrome, EagleNXT gains access to proven expertise in autonomous
precision capabilities. This builds the EagleNXT portfolio and supports long-term growth in strategic markets and promotes collaboration
between the U.S. and Israeli defense innovators, key NATO allies focused on developing solutions to shared security challenges.
“Aerodrome
Group’s advanced work in autonomous loitering munitions is helping shape the reality of modern UAS tactics and precision operations,”
said Bill Irby, CEO of EagleNXT. “This strategic investment shows our commitment to expanding access to transformative technologies
that enhance security and operational effectiveness for our defense forces.”
This
transaction demonstrates EagleNXT’s ongoing commitment to invest in high-potential partners that complement its core focus on uncrewed
technologies for diverse applications.
For
more information about the full suite of EagleNXT UAS solutions visit EagleNXT.com or contact the EagleNXT Media Relations
team.
About
EagleNXT
EagleNXT
is a leading developer of high-performance drones, advanced sensors, and intelligent software solutions that deliver critical aerial
intelligence to customers around the world. With more than one million flights conducted globally, EagleNXT’s platforms are trusted
across defense, public safety, agriculture, infrastructure, and environmental monitoring applications. The Company’s drone systems
have achieved multiple industry firsts, including FAA approvals for Operations Over People (OOP) and Beyond Visual Line of Sight (BVLOS),
as well as EASA C2 certification in Europe and inclusion on the U.S. Department of Defense’s Blue UAS list. EagleNXT’s sensors
are integrated on more than 150 different drone models and are used in over 100 research publications worldwide, reinforcing its leadership
in precision agriculture, surveying, and environmental sustainability initiatives.
Forward-Looking
Statements
Certain
statements in this press release 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 press release are forward-looking
statements. Forward-looking statements contained in this press release 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 EagleNXT’s current expectations and are subject to inherent uncertainties, risks and assumptions that are
difficult to predict, including risks related to the success of EagleNXT’s investment in Aerodrome or the proposed joint venture,
the timing and fulfilment of current and future purchase orders relating to EagleNXT’s products, the success of new programs and
software updates, the ability to implement a new strategic plan and the success of a new strategic plan. 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 EagleNXT in general, see the risk disclosures in the Annual Report on Form 10-K of EagleNXT for the year ended December 31,
2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by EagleNXT. All such forward-looking statements
speak only as of the date they are made, and EagleNXT undertakes no obligation to update or revise these statements, whether as a result
of new information, future events or otherwise.
Media
Contact
Andy
Woodward
+1
(469) 451-2344
media@eaglenxt.com
LinkedIn Facebook X YouTube
Investor
Relations
Email:
UAVS@EagleNXT.com