UAVS AgEagle Aerial Systems Inc

 

 

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 7, 2025

 

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 February 7, 2025, AgEagle Aerial Systems Inc. (the “Company”) entered into a Funding Agreement (the “Funding Agreement”) with Alpha Capital Anstalt (“Alpha”).

 

Pursuant to the Funding Agreement, among other things, Alpha agreed to (i) exercise its Additional Investment Right (as defined below) for $1,000,000 of Series F Convertible Preferred Stock and (ii) Alpha agreed to provide quarterly financing to the Company for the next twelve months, with such amounts and timing of funding to be agreed to by the parties.

 

In consideration for Alpha’s commitment to additional funding, the Company has agreed to (i) extend the period in which Alpha can exercise its Additional Investment Right by extending the termination date of December 31, 2025 to June 1, 2026 and (ii) grant Alpha certain registration rights related to the Series F Convertible Preferred it currently holds and will receive upon further exercises of its Additional Investment Right. The Company has agreed to use its best efforts to register 5,500,000 shares of common stock underlying the Series F Convertible Preferred stock.

 

The foregoing description of the Funding Agreement is qualified in its entirety by reference to the text thereof. The Funding Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 3.02

Unregistered Sale of Equity Securities

 

Sale of Series F Convertible Preferred Stock

 

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 and the Series F SPA Amendment Agreement dated July 25, 2024 (the “Series F Amendment Agreements”, and together with the Original SPA, the “SPA”), with 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 February 7, 2025, Alpha exercised its Additional Investment Right for the aggregate purchase of 1,000 shares of Series F Convertible Preferred convertible into 450,390 shares of Common Stock, in the aggregate, at a conversion price of $2.2203 and warrants to purchase up to 450,390 shares of Common Stock at an exercise price of $2.2203 per share for an aggregate purchase price of $1,000,000. The Warrants will be immediately exercisable upon issuance and have a three-year term.

 

The Series F Convertible Preferred and Warrants are being issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Funding Agreement, dated February 7, 2025, by and between the Company and Alpha.
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: February 10, 2025	AGEAGLE AERIAL SYSTEMS INC.
	By:	/s/ William Irby
	Name:	William Irby
	Title:	Chief Executive Officer

 

 

 

Exhibit 10.1

 

FUNDING AGREEMENT

 

This FUNDING AGREEMENT dated as of February 7, 2025 (this “Agreement”), is entered into by and between AgEagle Aerial Systems, Inc. (“Company”), and Alpha Capital Anstalt (the “Holder” and together with the Company each a “Party” and collectively as the “Parties”).

 

W I T N E SS E T H :

 

WHEREAS, pursuant to that certain Securities Purchase Agreement dated June 26, 2022 (the “SPA”), the Company issued to Holders shares of Series F 5% Convertible Preferred Stock (“Series F Preferred Stock”) described in the Certificate of Designation of Preferences, Rights and Limitations of Series F 5% Convertible Preferred Stock (“Series F CoD”). Pursuant to Section 2.4 of the SPA, as amended, the Holder has the right acquire additional shares of Series F Preferred Stock (the “AIR”).

 

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 Holder, it is hereby agreed as follows:

 

1. Subject to the terms of this Agreement, the Holder will execute and deliver to the Company the AIR exercise annexed hereto as Exhibit A.

 

2. The Company shall use its best efforts to register 5,500,000 shares of its common stock, as further set forth on Schedule B, in a form S-3 if permitted, otherwise in a form S-1, registration statement and use its best efforts have such registration statement declared effective as soon as practicable. In order to enable additional financings of the Company, the parties agree to negotiate in good faith to extend this agreement and file additional registration statements to register additional shares of Common Stock underlying the Series F Preferred issuable pursuant to future exercises of the AIR prior to such exercises of the AIR.

 

3. Subject to an effective registration statement covering resale of the underlying common stock and customary equity conditions, Holder and the Company will use their best efforts to reach an agreement for the Holder to provide the Company with quarterly financing via the exercise of AIRs or warrants previously issued by the Company to the Holder for up to twelve (12) months after the execution of this Agreement, with such financing occurring at least ten (10) days prior to the end of each calendar quarter. In order to facilitate such future financing, the period during which the AIR may be exercised is hereby extended to June 1, 2026.

 

4. 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, which shall be an exhibit to such filing. The form 8-K shall be provided to Holder for review and comment prior to filing.

 

5. Except as expressly amended hereby, each of the Holder’s securities, shall remain in full force and effect in accordance with their respective terms and provisions.

 

6. This Agreement shall be governed by the Sections 5.3 – 5.12 and 5.20 – 5.22 of the SPA.

 

7. This Agreement 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 Funding Agreement as of the date first written above.

 

COMPANY			HOLDER
AgEagle Aerial Systems, Inc.			Alpha Capital Anstalt
/s/ William Irby			/s/ Nicola Feurstein
By:	William Irby		By:	Nicola Feurstein
Its:	Chief Executive Officer		Its:	Chief Executive Officer

 

 

February 7, 2025

 

William Irby

Chief Executive Officer

AgEagle Aerial Systems, Inc.

 

Re: Additional Investment Right

 

Dear William:

 

Reference is hereby made to that certain Securities Purchase Agreement, dated as of June 26, 2022 (as amended or supplemented from time to time, the “Purchase Agreement”), by and among AgEagle Aerial Systems Inc., a Nevada corporation (the “Company” or “you”) and Alpha Capital Anstalt, as the purchaser (“Alpha” or “we”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement.

 

Pursuant to Section 2.4 of the Purchase Agreement, this letter shall serve as notice by Alpha to the Company to purchase an additional $1,000,000 of Preferred Stock (1,000 shares) and Warrants. With your permission, we expect to close on February 10, 2025, based on the average of the prior 3 days VWAPs for February 4, 2025, February 5, 2025, and February 6, 2025, the effective Conversion Price of the Preferred Stock shall be $2.2203, and the Exercise Price of the new Warrants shall be $2.2203. The number of Conversion Shares per $1,000 Stated Value per share of Preferred Stock shall be 450.390 (450,390 Conversion Shares in the aggregate) and the number of new Warrants shall be 450.390 per share of Preferred Stock or 450,390 new Warrants in the aggregate.

 

Sincerely,
Alpha Capital Anstalt
By:	/s/ Nicola Feuerstein
Nicola Feuerstein, Chief Executive Officer

 

 

SCHEDULE B TO FUNDING AGREEMENT

 

Shares to be included in the Registration Statement described in Paragraph 2 of the Funding Agreement shall be included in the following order:

 

First: Common Shares issuable upon conversion of the Series F Preferred issued in connection with the $1,000,000 AIR exercise submitted pursuant to Section 1 of the Funding Agreement.

 

Second: Common Shares issuable upon conversion of the Series F Preferred issued in connection with the $750,000 AIR exercise submitted December 16, 2024.

 

Third: Common Shares issuable upon conversion of Series F Preferred issuable in connection with future AIR exercises.

 

 

v3.25.0.1

Cover	Feb. 07, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 07, 2025
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 Street 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

---