AgEagle (UAVS) loosens timing for Series G preferred share purchases

Rhea-AI Filing Summary

AgEagle Aerial Systems Inc. entered into an amendment to its previously disclosed Securities Purchase Agreement for up to 100,000 shares of Series G Convertible Preferred Stock. The February 6, 2026 amendment lets the purchasers elect to buy Additional Preferred Shares at any time, with each such purchase set at a minimum of $2,000,000.

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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): February 6, 2026

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.

As previously disclosed, 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 “Purchasers”), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to issue and sell to the Purchasers 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”).

On February 6, 2026, the Company and the Purchasers, entered into that certain Amendment to Securities Purchase Agreement, pursuant to which, the Purchase Agreement was amended to, among other things, change the time when the Purchasers may elect to purchase Additional Preferred Shares (as defined in the Purchase Agreement) from every thirty-one trading days to any time, provided that each such purchase shall be in a minimum amount of $2,000,000.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment to Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the Purchases
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: February 6, 2026	By:	/s/ Alison Burgett
		Alison Burgett
		Chief Financial Officer

FAQ

What agreement did AgEagle (UAVS) amend on February 6, 2026?

AgEagle amended its existing Securities Purchase Agreement for Series G Convertible Preferred Stock. The original agreement, disclosed November 5, 2025, covered up to 100,000 Series G shares, and the amendment updates how and when purchasers can elect to buy Additional Preferred Shares.

What security is covered by AgEagle’s amended purchase agreement?

The amended agreement covers AgEagle’s Series G Convertible Preferred Stock with a par value of $0.001 per share. The original Securities Purchase Agreement allowed issuance and sale of up to 100,000 shares of this Series G Preferred Stock to the participating investors, called the purchasers.

How did the amendment change the timing for buying Additional Preferred Shares?

Previously, purchasers could elect to buy Additional Preferred Shares every thirty-one trading days. Under the February 6, 2026 amendment, they may elect to purchase Additional Preferred Shares at any time, giving more flexible timing for these elections within the constraints of the updated agreement.

What minimum size applies to Additional Preferred Share purchases under the amendment?

Each purchase of Additional Preferred Shares under the amended terms must be at least $2,000,000. This minimum purchase amount applies whenever purchasers elect to buy Additional Preferred Shares, replacing the prior schedule-based approach outlined in the original Securities Purchase Agreement.

Where can investors find the full text of AgEagle’s amendment?

The full text of the amendment to the Securities Purchase Agreement is filed as Exhibit 10.1 to the Form 8-K. The company’s brief description is expressly qualified by reference to this exhibit, which is incorporated by reference into the current report.

What items are listed in the exhibits section of this AgEagle 8-K?

The exhibits section lists Exhibit 10.1, the Amendment to Securities Purchase Agreement dated February 6, 2026, among AgEagle and the purchasers, and Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document associated with the current report.