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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) March 7, 2024 (March 6, 2024)
AGEAGLE
AERIAL SYSTEMS INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
001-36492 |
|
88-0422242 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 8201
E. 34th Cir N |
|
|
| Wichita,
Kansas |
|
67226 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(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 |
|
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 (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. ☐
Item
1.01 Entry into a Material Definitive Agreement
Engagement
Agreement
On
March 6, 2024, AgEagle Aerial Systems Inc. (the “Company”) entered into a letter agreement (the “Engagement
Agreement”) with Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson has agreed to serve,
on an exclusive basis for a period of four months, as the sole placement agent for the Company, in connection with the offering of equity
securities and equity-linked securities of the Company (the “Securities”), including any restructuring, exercise and/or
conversion solicitation and/or renegotiating the terms of any warrants to purchase shares of common stock, par value $0.001 per share
(the “Common Stock”) and the solicitation of exercise of any additional investment right with respect to Securities
of the Company (each, an “Offering”).
Pursuant
to the Engagement Agreement, the Company will pay a cash fee equal to $68,862.04 and issue to Dawson warrants to purchase
such number of shares of Common Stock (the “Placement Agent Warrants”), equal to 10% of the aggregate
number of shares of Common Stock issued or issuable in the Offerings. These Placement Agent Warrants will have the same terms
as any warrants included in any Offering except that such Placement Agent Warrants will have a five (5) year term,
an exercise price equal to 125% of the offering price per share and will not include any anti-dilution protection provisions in
connection with a subsequent equity issuance, or otherwise.
Series F Convertible Preferred Stock Securities Purchase 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 (the “Investor
Notice”).
As
previously reported on a Current Report on Form 8-K filed on November 15, 2023, the Company entered into an Assignment, Waiver
and Amendment Agreement (the “Assignment Agreement”) with Alpha pursuant to which, among other things, (i) Alpha
transferred and assigned to certain institutional and accredited investors (the “Assignees”), the rights and obligations
to purchase up to $1,850,000 of Series F Convertible Preferred and accompanying warrants pursuant to the Additional Investment Right
provided in the SPA (the “Assigned Rights”) and (ii) the SPA was amended so that the Assignees are party thereto and
have the same rights and obligations thereunder as Alpha to the extent of the Assigned Rights.
On
March 6, 2024, in connection with the Assigned Rights, the Company received Investor Notices from Alpha and the Assignees for the aggregate
purchase of 1,000 shares of Series F Convertible Preferred convertible into 829,394 shares of Common Stock at a conversion price of $1.2057
and warrants to purchase up to 829,394 shares of Common Stock (the “Warrants”) an exercise price of $1.2057 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
foregoing descriptions of the Original SPA, the Series F Amendment Agreement and the Assignment Agreement, do
not purport to be complete and are qualified in their entirety by references to the SPA filed as Exhibit 10.1 to the Current Report on
Form 8-K filed on June 30, 2022, the Series F Amendment Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K
filed on February 8, 2024, and the Assignment Agreement filed as Exhibit 10.2 to the Current
Report on Form 8-K filed on November 16, 2023, and incorporated by reference herein.
Warrant
Exercise Agreement
On
March 6, 2024, the Company entered into a warrant exercise agreement (the “Exercise Agreement”) with several institutional
investors (“Investors”) holding warrants issued to such Investors pursuant a securities purchase agreement, dated
as of June 5, 2023 in connection with a private placement (the “Existing Warrants”). The Exercise Agreement provides
that for those Investors who exercise their Existing Warrants they will receive a reduction in the Exercise Price (as defined in the
Existing Warrants) to $0.60 per share of Common Stock. The shares of Common Stock issuable upon exercise of the Existing Warrants were
registered pursuant to a registration statement on Form S-1 File No. 333-273332 and declared effective on July 27, 2023. The Company
will receive up to $497,700.60 from the exercise of the Existing Warrants.
As
a result of the Exercise Agreement, the conversion price of the Series F Convertible Preferred was reduced to $0.60 per share.
The
foregoing description of the Warrant Exercise Agreement does not purport to be complete and is qualified in its entirety by reference
to the Warrant Exercise Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference
herein.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The Series F Convertible
Preferred, Warrants, and the Placement Agent 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
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.
| |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| |
By:
|
/s/
Mark DiSiena |
| |
Name:
|
Mark
DiSiena |
| |
Title: |
Chief
Financial Officer |
| Dated:
March 7, 2024 |
|
|
Exhibit
10.1
AGEAGLE
AERIAL SYSTEMS INC.
March
6, 2024
Holder
of Common Stock Purchase Warrants Issued in June 2023
| Re: |
Inducement
Offer to Exercise Common Stock Purchase Warrants Issued in June 2023 |
Dear
Holder:
AgEagle
Aerial Systems Inc. (the “Company”) is pleased to offer to you (“Holder”, “you”
or similar terminology) the opportunity to receive a reduction in the Exercise Price (as defined in the Existing Warrants (as defined
below)) of the Common Stock purchase warrants to purchase shares of common stock of the Company, par value $0.001 per share (the “Common
Stock”), held by you in consideration for exercising for cash all of the Company’s Common Stock purchase warrants, issued
to you on June 5, 2023 (having a current exercise price of $7.60 per share) (collectively, the “Existing Warrants”),
as set forth on the signature page hereto. The Existing Warrants were issued pursuant to that certain Securities Purchase Agreement,
dated June 5, 2023 (the “Purchase Agreement”). The issuance of the shares of Common Stock underlying the Existing
Warrants (the “Existing Warrant Shares”) has been registered pursuant to the registration statement on Form S-1 (File
No. 333-273332) (the “Registration Statement”). The Registration Statement is currently effective and, upon the filing
of a prospectus supplements to update the current prospectus and relating to the Reduced Exercise Price, the Registration Statement will
be effective for the issuance of the Existing Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Existing Warrants.
In
consideration for exercising in full all of the Existing Warrants held by the Holder as set forth on the Holder’s signature page
hereto (the “Warrant Exercise”) on or before the Execution Time (as defined below), the Company hereby offers to reduce
the Exercise Price (as defined in the respective Existing Warrants) of the Existing Warrants to $0.60 per share (the “Reduced
Exercise Price”). The date of the closing of the Warrant Exercise shall be referred to as the “Closing Date”.
Expressly
subject to the paragraph immediately following this paragraph below, Holder may accept this offer by signing this letter agreement below,
with such acceptance constituting Holder’s exercise in full of the Existing Warrants for an aggregate exercise price set forth
on the Holder’s signature page hereto (the “Warrant Exercise Price”) on or before 09:00 p.m., Eastern Time,
on March 7, 2024 (the “Execution Time”).
Additionally,
the Company agrees to the representations, warranties and covenants set forth on Annex A attached hereto.
If
this offer is accepted and the transaction documents are executed by the Execution Time, then as promptly as possible following the Execution
Time, but in any event no later than 08:00 a.m., Eastern Time, on the Trading Day following the date hereof, the Company shall file a
Current Report on Form 8-K with the Commission disclosing all material terms of the transactions contemplated hereunder, including the
filing with the Commission of this letter agreement as an exhibit thereto. From and after the filing of such Current Report on Form 8-K,
the Company represents to you that it shall have publicly disclosed all material, non-public information delivered to you by the Company,
or any of its respective officers, directors, employees or agents in connection with the transactions contemplated hereunder. In addition,
effective upon the filing of such Current Report on Form 8-K, the Company acknowledges and agrees that any and all confidentiality or
similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate.
This
letter agreement shall be construed and enforced in accordance with the laws of the State of New York, without regards to conflicts of
laws principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby.
| |
Sincerely
yours, |
| |
|
| |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
[Holder
Signature Page Follows]
Accepted
and Agreed to:
Name
of Holder: ________________________________________________________
Signature
of Authorized Signatory of Holder: _________________________________
Name
of Authorized Signatory: _______________________________________________
Title
of Authorized Signatory: ________________________________________________
Number
of Existing Warrants: __________________
Aggregate
Warrant Exercise Price at the Reduced Exercise Price being exercised contemporaneously with signing this letter agreement: _________________
Existing
Warrants Beneficial Ownership Blocker: ☐ 4.99% or ☐ 9.99%
DTC
Instructions:
[Holder
signature page to UAVS Inducement Offer]
Annex
A
Representations,
Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:
| a) |
SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such
shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein “SEC Reports”). As of their respective dates, the SEC
Reports complied in all material respects with the requirements of the Exchange Act and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not currently
an issuer identified in Rule 144(i) under the Securities Act. |
| |
|
| b) |
Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this letter agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this letter agreement
by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Company and no further action is required by the Company, its board of directors or its shareholders in
connection herewith. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law. |
| |
|
| c) |
No
Conflicts. The execution, delivery and performance of this letter agreement by the Company and the consummation by the Company
of the transactions contemplated hereby 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 liens, claims,
security interests, other encumbrances or defects upon any of the properties or assets of the Company in connection with, or give
to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material
understanding to which such Company is a party or by which any property or asset of the Company is bound or affected; 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 upon the business, prospects, properties, operations, condition
(financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its obligations
under this letter agreement. |
| e) |
Trading
Market. The transactions contemplated under this letter agreement comply with all the rules and regulations of the NYSE American
LLC. |
| |
|
| f) |
Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person
in connection with the execution, delivery and performance by the Company of this letter agreement, other than the filings required
pursuant to this letter agreement. |
| |
|
| g) |
Listing
of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the
Common Stock on the Trading Market on which it is currently listed. The Company will take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the
Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including,
without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection
with such electronic transfer. |
| |
|
| h) |
Subsequent
Equity Sales. |
(i)
From the date hereof until April 6, 2024 (30) days after the Closing Date, neither the Company nor any Subsidiary shall (A) issue, enter
into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (B) file
any registration statement or any amendment or supplement to any existing registration statement (other than the Registration Statement,
a registration statement on Form S-8 in connection with any employee benefit plan, any registration statement in connection with a Subsequent
Equity Sale that has been approved by a majority of the Holders). Notwithstanding the foregoing, this Section (h)(i) shall not apply
in respect of an Exempt Issuance. “Exempt Issuance” means the issuance of (a) Common Stock, options, restricted stock
or restricted stock units to employees, consultants, contractors, advisors, officers or directors of the Company pursuant to any stock
or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a
majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b)
warrants to the Placement Agent in connection with the transactions pursuant to this letter agreement (the “Placement Agent
Warrants”) and any shares of Common Stock upon exercise of the Placement Agent Warrants and the shares of Common Stock issuable
upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this letter agreement, provided that such securities
have not been amended since the date of this letter agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term
of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and
carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition
period in this Section (h)(i), and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which
is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the
Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities. “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any
kind, for purposes of this Section (h)(i).
(ii)
From the date hereof until one (1) year following the Closing Date, the Company shall be prohibited from effecting or entering into an
agreement to effect any issuance by the Company or any Subsidiary of Common Stock or Common Stock Equivalents (or a combination of units
thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company
(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to
receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based
upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of
such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date
after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities
at a future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether
such agreement is subsequently canceled; provided, however, that, following the restrictive period set forth in Section (h)(i), the entry
into and/or issuance of shares of Common Stock in an “at the market” offering with the Placement Agent as sales agent, shall
not be deemed a Variable Rate Transaction. The Holder shall be entitled to obtain injunctive relief against the Company to preclude any
such issuance, which remedy shall be in addition to any right to collect damages.
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AgEagle Aerial Systems (AMEX:UAVS)
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From Mar 2024 to Apr 2024
AgEagle Aerial Systems (AMEX:UAVS)
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From Apr 2023 to Apr 2024
