false
--12-31
0000008504
0000008504
2025-11-07
2025-11-07
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 7, 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.
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 “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”) at an initial conversion price of $1.23 (the “Conversion Price”).
On November 10, 2025 (the “Initial Closing Date”), 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 (the “Initial Series G Preferred Stock”).
Additionally, subject to the terms and conditions of the Purchase Agreement, including the receipt by the Company of the requisite stockholder
approval, 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”).
The
Offering with respect to the Initial Series G Preferred Stock closed on November 10, 2025. The Company received gross
proceeds of $12 million on the Initial Closing Date from the Offering and expects to receive aggregate gross proceeds of $100
million from the Offering, assuming the sale of all the Additional Preferred Shares.
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 approval by the Company’s stockholders with respect to the transactions contemplated by the Purchase Agreement and
the Certificate of Designation of Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (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 (the “Conversion Shares”)
in excess of 19.99% of the issued and outstanding Common Stock on the date of the Purchase Agreement.
The
Offering was 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 (the
“SEC”) on September 10, 2025, and became effective on September 22, 2025 (the “Registration Statement”).
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.
Reference
is made to the discussion of the Series G Preferred Stock and summary of the Certificate of Designation in Item 5.03 of this Current
Report on Form 8-K, which is incorporated into this Item 1.01 by reference.
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 was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on November 6, 2025 and is incorporated herein by reference.
The legal opinion and consent of Duane Morris
LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 to this Current Report
on Form 8-K and is expressly incorporated by reference into the Registration Statement.
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 7, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada in connection
with the Purchase Agreement referenced in Item 1.01 above, which became effective upon filing. The Certificate of Designation
provides for the designation of shares of the Series G Preferred Stock.
Subject
to the rights of holders of preferred stock of senior rank to the Series G Preferred Stock, holders of Series G Preferred Stock are entitled
to receive dividends when and as declared by the board of directors of the Company. The Series G Preferred Stock does not have
voting rights, except as otherwise required by law. Following its issuance, the shares of Series G Preferred Stock are immediately convertible
into shares of the Company’s Common Stock. The Series G Preferred Stock has a stated value of $1,000 per share (“Stated Value”)
and the number of shares of Common Stock issuable upon conversion of such preferred stock shall be determined by dividing the Stated
Value of such shares of Series G Preferred Stock by the Conversion Price, subject to adjustment as set forth therein.
The
foregoing description of the Series G Preferred Stock and Certificate of Designation does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events.
The
Company is filing herewith the following exhibits with this Current Report on Form 8-K, which are incorporated by reference to
its Registration Statement:
| |
● |
Opinion
and Consent of Duane Morris LLP |
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 |
| 3.1 |
|
Certificate of Designation of Series G Convertible Preferred Stock of AgEagle Aerial Systems Inc., dated November 7, 2025. |
| 5.1 |
|
Opinion of Duane Morris LLP |
| 23.1 |
|
Consent of Duane Morris LLP (included in Exhibit 5.1). |
| 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 10, 2025 |
By: |
/s/
Alison Burgett |
| |
|
Alison
Burgett |
| |
|
Chief
Financial Officer |
