Current Report Filing (8-k)
November 23 2022 - 5:25PM
Edgar (US Regulatory)
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2022-11-18
2022-11-18
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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):
November 18, 2022
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.) |
8833
E. 34th Street North
Wichita, Kansas 67226
(Address
of Registrant’s Principal Executive Office, Including 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, par value $0.01 per share |
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 5.02 | Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On
November 18, 2022, Luisa Ingargiola resigned as a director, a member of the compensation committee and nominating and corporate governance
committee, and the chair of the audit committee of AgEagle Aerial Systems Inc. (the “Company”), effective immediately. Ms.
Ingargiola’s resignation from the Company’s board of directors (the “Board”) was not a result of any disagreement
with management or any matter relating to the Company’s operations, policies of practices. The Company is now seeking a new director
who will qualify as an independent director under the corporate governance standards of the NYSE American and meets the financial sophistication
requirements of the NYSE American, as well as meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934,
as amended, qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation
S-K.
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 23, 2022
|
AGEAGLE
AERIAL SYSTEMS INC. |
|
|
|
|
By: |
/s/
Nicole Fernandez-McGovern |
|
Name:
|
Nicole Fernandez-McGovern |
|
Title: |
Chief Financial
Officer |
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