Current Report Filing (8-k)
September 01 2020 - 4:17PM
Edgar (US Regulatory)
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):
August 26, 2020
AGEAGLE
AERIAL SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
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001-36492
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88-0422242
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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117 S. 4th Street
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Neodesha, Kansas
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66757
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(Address of Principal Executive Offices)
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(Zip Code)
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(620)
325-6363
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction
A.2. below):
[_] 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))
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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UAVS
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NYSE
American
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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As previously disclosed
on the Current Report on Form 8-K filed by AgEagle Aerial Systems Inc.(the “Company”) on April 8, 2020, the Company
entered into a Leak-Out Agreement (the “Leak Out Agreement”) with Mr. Bret Chilcott, who at such time was a director
and the President of the Company, with respect to the shares he beneficially owns. The restrictions on the disposition of the
shares under the Leak Out Agreement was for a period of seven months commencing on April 7, 2020 until November 7, 2020. Thereafter,
for a period of an additional six months, Mr. Chilcott was permitted to sell no more than $25,000 per calendar month of shares
of Common Stock.
On August 26, 2020, the
Company, together with Mr, Chilcott and Alpha Captial Anstalt, who was a party to the Leak Out Agreement, agreed to amend the
Leak Out Agreement to change the restrictions on the disposition of Mr. Chilcott’s shares that are subject to the Leak Out
Agreement (the “Amended Leak Out Agreement”). The Amended Leak Out Agreement provides that Mr. Chilcott (together
with his affiliates) may sell or otherwise dispose of his shares for a period of twelve (12) months commencing on September 7,
2020 (the “Restricted Period”) in an amount representing no more than 50,000 shares per calendar month during the
Restricted Period. After the Restricted Period, the restrictions set forth in the Amended Leak Out Agreement cease.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 1, 2020
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AGEAGLE AERIAL SYSTEMS INC.
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By:
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/s/ Nicole Fernandez-McGovern
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Name:
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Nicole Fernandez-McGovern
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Title:
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Chief Financial Officer
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3
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