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): November 17, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 17, 2024, the board of directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”) appointed L.B. Day to serve as an independent director of the Company, effective immediately. Mr. Day was also appointed as a member of the Company’s Audit Committee, the Compensation Committee, and Chairman of the Nominating and Corporate Governance Committee.

Mr. Day recently retired as president of L.B. Day & Company, whose parent company he co-founded in 1977. Mr. Day is well known for his work in strategic planning, organization design and executive team development, Mr. Day has consulted at the executive level with organizations that include Advanced Micro Devices, Applied Materials, Brewer Science, DuPont-Air Products Nanomaterials, Digimarc, Fujitsu, Global Foundries, IBM, Intel, Lam Research, Mary’s Woods, New Focus, NWEA, Valid USA, Ramtron, Raytheon, Sun Microsystems, TechWise, Western Digital, YottaMark, Xerox, and various US government agencies, implementing strategic planning, marketing, organization improvement and executive-team development strategies. He has developed professional texts and training materials on strategic planning, culture development, and team leadership, and has held the positions of adjunct professor at the Oregon Graduate Institute of Science and Technology and the Willamette University Graduate School of Administration.

Mr. Day has served on numerous boards of directors including those of startups, nonprofits, and publicly held companies. He served for 27 years on the board of directors of Microchip Technology (NASDAQ: MCHP) from 1994 until 2021. Currently, he is on the board of Okika Technologies Corporation, serving since 2018, and is a member of the advisory board of Exokeryx, Inc.

Mr. Day earned his MBA from George Washington University, where he was a Scottish Rite Fellow.

Mr. Day will receive compensation for his Board and committee service in accordance with the Company’s outside director compensation program as previously described in the Company’s filings with the Securities and Exchange Commission, including an annual cash retainer of $60,000, prorated for any partial years of service.

There is no family relationship between Mr. Day and any other executive officer or director of the Company. There are no transactions in which Mr. Day has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Day and any other persons pursuant to which he was selected as a director.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing Mr. Day’s appointment to the Board is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated November 21, 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: November 21, 2024	AGEAGLE AERIAL SYSTEMS INC.

	By:	/s/ William Irby
	Name:	William Irby
	Title:	Chief Executive Officer

Exhibit 99.1

AgEagle Aerial Systems Announces Appointment of L.B. Day to Board of Directors

WICHITA, Kan., November 21, 2024 – AgEagle Aerial Systems Inc. (NYSE: UAVS) a leading provider of best-in-class unmanned aerial systems (UAS), sensors and software solutions for customers worldwide in the commercial and government verticals, announces the appointment of L.B. Day to the Company’s Board of Directors effective November 17, 2024.

AgEagle CEO Bill Irby commented, “We are thrilled to announce the appointment of L.B. Day to our Board of Directors. His unparalleled expertise in strategic planning, marketing, and executive team development will be invaluable as we continue to drive innovation and growth. L.B.’s track record speaks for itself, and we are confident that his insights and leadership will help us navigate the challenges ahead and seize new opportunities as we continue to build long-term shareholder value.”

L.B. Day recently retired as president of L.B. Day & Company, whose parent company he co-founded in 1977.

Well known for his work in strategic planning and executive team development, Mr. Day has consulted at the senior executive level with organizations that include DuPont Air Products Nanomaterials, Fujitsu, IBM, Intel, Raytheon, Xerox, and various U.S. government agencies, implementing strategic planning, marketing, organization improvement, and executive-team development strategies. Mr. Day has served on numerous boards of directors including those of startups, nonprofits, and publicly held companies. He served for 27 years on the board of directors of Microchip Technology and currently serves on the board of Okika Technologies and on the advisory board of Exokeryx. Mr. Day has been published in various trade publications on strategic planning, leading change, and team leadership and has developed content materials for client companies on strategic planning, leadership development and executive coaching. Mr. Day earned his MBA from George Washington University, where he was a Scottish Rite Fellow.

About AgEagle Aerial Systems Inc.

Through its three centers of excellence, AgEagle is actively engaged in designing and delivering best-in-class flight hardware, sensors and software that solve important problems for its customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, AgEagle is a leading provider of full stack UAS, sensors and software solutions for customers worldwide in the energy, construction, agriculture, and government verticals. For additional information, please visit our website at www.ageagle.com.

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 AgEagle’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 AgEagle’s products, the success of new programs, 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 AgEagle in general, see the risk disclosures in the Annual Report on Form 10-K of AgEagle for the year ended December 31, 2023, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by AgEagle. All such forward-looking statements speak only as of the date they are made, and AgEagle undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

AgEagle Aerial Systems Contacts

Investor Relations:

Email: UAVS@ageagle.com

Media:

Email: media@ageagle.com

Cover	Nov. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 17, 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