Form 8-K - Current report

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): July 25, 2024

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 Cir 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.

As previously reported on a Current Report on Form 8-K filed on June 30, 2022, the Company entered into a Securities Purchase Agreement, dated June 26, 2022 (the “Original SPA”), as subsequently amended by the Series F SPA Amendment Agreement dated February 8, 2024 (the “Series F Amendment Agreement”, and together with the Original SPA, the “SPA”), with Alpha Capital Anstalt (“Alpha”), pursuant to which Alpha purchased 10,000 shares of the Company’s Series F 5% Convertible Preferred Stock (the “Series F Convertible Preferred”) and a warrant to purchase 5,212,510 shares of the Company’s Common Stock. Pursuant to the terms of the SPA, Alpha had the right to purchase up to an aggregate of $25,000,000 stated value of the Series F Convertible Preferred and accompanying warrants (the “Additional Investment Right”), at a purchase price equal to the volume-weighted average prices (“VWAPs”) of the Company’s common stock for three trading days prior to the date Alpha gives notice to the Company that it will exercise its Additional Investment Right.

On July 25, 2024, the Company and Alpha entered into that certain SPA Amendment Agreement (the “2024 Amendment”), pursuant to which the SPA was amended to (i) increase the time period in which Alpha may exercise its Additional Investment Right to December 31, 2025, and (ii) lowered the minimum additional investment amount from $1,000,000 to $500,000.

The foregoing description of the 2024 Amendment does not purport to be complete and is qualified in its entirety by reference to the 2024 Amendment, which is filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported on a Current Report on Form 8-K filed on February 8, 2024, the Company issued to Alpha a Convertible Note due January 8, 2024 in the principal amount of $4,849,491 (the “Convertible Note”). The Convertible Note accrues interest at 12 % per annum. Commencing April 1, 2024, and on the first business day of each calendar month thereafter, the Company shall pay $484,949, plus any accrued but unpaid interest, with any remaining principal plus accrued interest payable in full upon the Maturity Date (each, an “Amortization Payment”). Each Amortization Payment shall be paid in cash pursuant to instructions provided by Alpha, unless Alpha, in its sole discretion decides to receive Conversion Shares in lieu of a cash payment.

On July 25, 2024, the Company and Alpha entered into that certain Note Amendment Agreement (the “Note Amendment”), pursuant to which the Convertible Note was amended to, (i) increase the principal balance of the Convertible Note by $586,286.90 to $4,850,828.90, representing accrued interest of $159,832,70 and $426,454.20 as liquidated damages for the Company’s failure to make the June and July Amortization Payments, (ii) defer the June 3, 2024, July 1, 2024 and August 1, 2024, Amortization Payments to the Maturity Date, and (iii) waive the defaults related to the failure to make the June 3, 2024 and July 1, 2024 Amortization Payments.

The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Note Amendment, which is filed as Exhibit 10.2 to this Current Report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
10.1		SPA Amendment Agreement, dated July 25, 2024.

10.2		Note Amendment Agreement, dated July 25, 2024

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: July 25, 2024	AGEAGLE AERIAL SYSTEMS INC.

	By:	/s/ Mark DiSiena
	Name:	Mark DiSiena
	Title:	Chief Financial Officer

Exhibit 10.1

SPA AMENDMENT AGREEMENT

This NOTE AMENDMENT AGREEMENT dated as of July 25, 2024 (this “Agreement”), by and between AgEagle Aerial Systems, Inc. (“Company”), and Alpha Capital Anstalt (the “Purchaser” and together with the Company each a “Party” and collectively as the “Parties”). Capitalized words not otherwise defined herein shall have the meanings attributed to them in the SPA (as defined below)

W I T N E SS E T H :

WHEREAS, the Company and the Purchaser are parties to a Securities Purchase Agreement dated June 26, 2022, (the “SPA”).

NOW, THEREFORE, in consideration of the agreements of the Parties set forth herein, and other good and valuable consideration the receipt and legal adequacy of which are hereby acknowledged by the Company and the Purchaser, it is hereby agreed as follows:

1. Section 2.4(i) is deleted and replaced with the following:

“Purchasers’ Additional Investment. During the period beginning on the initial Closing Date and ending on December 31, 2025, the Purchasers (pro rata by initial Subscription Amounts) shall each, severally and not jointly, have the right to purchase additional Preferred Stock and Warrants from the Company, in minimum aggregate Subscription Amount tranches of $500,000 each, up to a total aggregate additional Stated Value of Preferred Stock equal to $25,000,000 (in addition to the initial $10,000,000 Stated Value of Preferred Stock) (each, an “Additional Closing” and the date, an “Additional Closing Date” and the amount subscribed for, the “Additional Subscription Amount”). The Purchaser(s) shall give the Company not less than five Trading Days’ written notice of its/their intention to purchase additional Preferred Stock and Warrants. The additional Preferred Stock and Warrants shall be identical to the initial Preferred Stock and Warrants, except the Original Issue Date of the Preferred Stock and the Initial Exercise Date and Termination Date of the Warrants shall be from the applicable subsequent Closing Date, and the purchase price per share of Preferred Stock shall be adjusted such that the Conversion Price shall equate to the average of the VWAPs for the three Trading Days prior to the date on which the Purchaser gives notice to the Company of an Additional Closing, and the Warrant Exercise Price shall also be the average of the VWAPs for the three Trading Days prior to the date on which the Purchaser gives notice to the Company of an Additional Closing. As a condition to the Purchasers’ expectation to purchase each subsequent tranche of Preferred Stock and Warrants, (i) the Equity Conditions (as defined in the Certificate of Designation) shall have been met (or waived, in whole or in part, by the subscribing Purchaser) and the Closing Price shall not be less than the Conversion Price; (ii) any required Shareholder Approval shall have been obtained; and (iii) the Company shall not be or become in default of any other Indebtedness. Each subsequent Closing shall otherwise be in accordance with Sections 2.2 and 2.3.”

2. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement do not and will not (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, other than securities issued to Purchaser by Company or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

3. The Company confirms that neither it nor any other Person acting on its behalf has provided Purchaser or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that Purchaser will rely on the foregoing representations in effecting transactions in securities of the Company.

4. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to provide Purchaser with any material, non-public information regarding the Company or any of its subsidiaries from and after the date hereof without the express prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole discretion). In the event of a breach of the foregoing covenants, in addition to any other remedy provided herein, Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, or any of its officers, directors, employees or agents. Purchaser shall have no liability to the Company, any of its subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to Purchaser without Purchaser’s consent, the Company hereby covenants and agrees that Purchaser shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information.

5. Within one (1) Business Days after execution of this Agreement, the Company shall file a form 8-K with the Securities and Exchange Commission, disclosing this Agreement and the Note Amendment Agreement entered into contemporaneously herewith, both of which shall be exhibits to such filing. The form 8-K is annexed as Exhibit A.

6. Except as expressly amended hereby, each of the SPA and the Transaction Documents (as defined in the SPA), shall remain in full force and effect in accordance with their respective terms and provisions. All references in the SPA shall include this Agreement. The Purchaser is not waiving any of its rights under the SPA or Transaction Documents.

7. This Agreement shall be deemed a portion of the SPA and shall be governed by the terms thereof.

8. This Amendment shall be deemed to have been drafted jointly by the Parties and therefore any rule of law that stands for the proposition that ambiguities contained within an agreement are to be construed against the drafter thereof is inapplicable.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, each of the undersigned Parties has duly executed this Amendment as of the date first written above.

COMPANY		PURCHASER

AgEagle Aerial Systems, Inc.		Alpha Capital Anstalt

/s/ Bill Irby		/s/ Nicola Feuerstein
By:	Bill Irby	By:	Nicola Feuerstein
Its:	CEO & President	Its:	Director

Exhibit 10.2

NOTE AMENDMENT AGREEMENT

This NOTE AMENDMENT AGREEMENT dated as of July 25, 2024 (this “Agreement”), by and between AgEagle Aerial Systems, Inc. (“Borrower”), and Alpha Capital Anstalt (the “Holder” and together with the Borrower each a “Party” and collectively as the “Parties”). Capitalized words not otherwise defined herein shall have the meanings attributed to them in the Note (as defined below)

W I T N E SS E T H :

WHEREAS, the Borrower issued to the Holder a note dated February 8, 2024, in the principal amount of $4,849,491.00 (the “Note”).

WHEREAS, the Note is in default for Borrower’s failure to make the Amortization Payments due on June 3, 2024, and July 1, 2024 (the “Payment Defaults”).

NOW, THEREFORE, in consideration of the agreements of the Parties set forth herein, and other good and valuable consideration the receipt and legal adequacy of which are hereby acknowledged by the Borrower and the Holder, it is hereby agreed as follows:

1. As of July 24, 2024, interest in the amount of $159,832.70 has accrued on the Note (the “Accrued Interest”).

2. The Principal Amount of the Note is hereby increased by $586,286.90 to $4,850,828.90 (the “Additional Principal), representing the Accrued Interest and an additional amount added as liquidated damages for the default and consideration for Holder to enter into this Agreement.

3. The Additional Principal shall be payable on the Maturity Date of the Note and shall not be convertible into shares of the Borrower’s common stock.

4. The Amortization Payments due on June 3, 2024, July 1, 2024, and August 1, 2024, are hereby deferred to the Maturity Date.

5. The Holder hereby waives the Payment Defaults.

6. Within one (1) Business Days after execution of this Agreement, the Borrower shall file a form 8-K with the Securities and Exchange Commission, disclosing this Agreement, which shall be an exhibit to such filing. The form 8-K shall be provided to Holder for review and comment prior to filing.

7. This Agreement shall be deemed a portion of the Note and shall be governed by the terms thereof.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, each of the undersigned Parties has duly executed this Amendment as of the date first written above.

BORROWER		HOLDER

AgEagle Aerial Systems, Inc.		Alpha Capital Anstalt

/s/ Bill Irby		/s/ Nicola Feuerstein
By:	Bill Irby	By:	Nicola Feuerstein
Its:	CEO & President	Its:	Director

Cover	Jul. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 25, 2024
Entity File Number	001-36492
Entity Registrant Name	AGEAGLE AERIAL SYSTEMS INC.
Entity Central Index Key	0000008504
Entity Tax Identification Number	88-0422242
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8201 E. 34th Cir N
Entity Address, Address Line Two	Suite 1307
Entity Address, City or Town	Wichita
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	67226
City Area Code	620
Local Phone Number	325-6363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UAVS
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false