UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
| ☒ |
Definitive Proxy Statement |
| ☐ |
Definitive Additional Materials |
| ☐ |
Soliciting Material Pursuant to §240.14a-12 |
AGEAGLE
AERIAL SYSTEMS INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
AGEAGLE AERIAL SYSTEMS INC.
8833 E. 34th Street North
Wichita, Kansas 67226
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on February 3, 2023
TO THE SHAREHOLDERS OF AGEAGLE AERIAL SYSTEMS
INC.:
This Special Meeting of the Shareholders
(the “Special Meeting”) of AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”), will be held on
February 3, 2023, at 11:00 a.m., local time, 700 NW 1st Avenue, Ste. 1200, Miami, Florida 33136-4118, for the following purposes:
(1)
To approve the issuance of shares of our common stock, par value $0.001 per share (the “Common
Stock”), representing more than 20% of our Common Stock outstanding upon the purchase
of series F convertible preferred stock, par value $0.001 per share (the “Series F
Convertible Preferred Stock”) convertible into shares of Common Stock and warrants
exercisable for shares of Common Stock (the “Warrants”), in accordance with NYSE
American Rule 713(a)(ii);
(2) To
approve a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock to
one share for every eight shares of Common Stock, with the final ratio to be determined by the Company’s board of directors (the
“Board”); and
(3) To
consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the
Proposals.
Shareholders of record of the
Company’s Common Stock at the close of business on December 9, 2022 are entitled to notice of, and to vote at, the Special
Meeting or any adjournment or postponement thereof.
Your attention is directed to
the Proxy Statement accompanying this Notice for a more complete statement of matters to be considered at the Special Meeting.
We
are pleased to take advantage of the U.S. Securities and Exchange Commission rule that allows
companies to furnish proxy materials primarily over the Internet. We believe that it will
expedite shareholders’ receipt of proxy materials, lower costs and reduce the environmental
impact of distributing proxy materials for our Special Meeting. It is anticipated that on
or about December 16, 2022, we will commence mailing to our shareholders (other than those
who previously requested electronic or paper delivery) a Notice of Internet Availability
of Proxy Materials (the “Notice”) containing instructions on how to access our
proxy materials, including this Proxy Statement over the Internet. The Notice also includes
instructions on how you can receive a paper copy of the proxy materials by mail. If you receive
meeting materials by mail, the Notice, this Proxy Statement and proxy card will be enclosed.
If you receive your proxy materials via e-mail, the e-mail will contain voting instructions
and links to this Proxy Statement on the Internet, which is available at www.proxyvote.com.
All shareholders are cordially
invited to attend the meeting. Whether or not you plan to participate in this Special Meeting, your vote is very important and we encourage
you to vote promptly. After reading this Proxy Statement, please promptly mark, sign and date the enclosed proxy card and return it by
following the instructions on the proxy card or voting instruction card or vote by telephone or by Internet. If you attend the Special
Meeting, you will have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with
a brokerage firm, bank, or other nominee, please follow the instructions you receive from your brokerage firm, bank, or other nominee
to vote your shares.
| |
By Order of the Board of Directors, |
| |
|
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/s/ Barrett Mooney |
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Barrett Mooney |
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Chairman of the Board of Directors |
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|
| Dated: December 16 , 2022 |
|
AGEAGLE AERIAL SYSTEMS INC.
8833 E. 34th Street North
Wichita, Kansas 67226
PROXY STATEMENT
for
Special Meeting of Shareholders
to be held February 3, 2023
PROXY SOLICITATION
The
Company is soliciting proxies on behalf of the Board of Directors (the “Board”)
in connection with the Special Meeting of the shareholders (the “Special Meeting”)
of AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”), which will
be held on February 3, 2023, at 11:00 a.m., local time, at 700 NW 1st Avenue, Ste.
1200, Miami, Florida 33136-4118, for the following purposes:
(1) To
approve the issuance of shares of our Common Stock, par value $0.001 per share (the “Common
Stock”), representing more than 20% of our Common Stock outstanding upon the purchase
of series F convertible preferred stock, par value $0.001 per share (the “Series F
Convertible Preferred Stock”) convertible into shares of Common Stock and warrants
exercisable for shares of Common Stock (the “Warrants”), in accordance with NYSE
American Rule 713(a)(ii);
(2) To
approve a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock outstanding
to one share for every eight shares of Common Stock outstanding, with the final ratio to be determined by the Company’s board of
directors (the “Board”); and
(3) To
consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the
Proposals.
The
Board set December 9, 2022 as the record date (the “Record Date”) to determine
those holders of the Common Stock who are entitled to notice of, and to vote at, the Special
Meeting. A list of the shareholders entitled to vote at the meeting may be examined at the
Company’s office at 8833 E 34th Street North, Wichita, Kansas 67226 during the 10-day
period preceding the Special Meeting.
It
is anticipated that on or about December 16, 2022, the Company shall commence mailing to
all shareholders of record, as of the Record Date, a Notice of Availability of Proxy Materials
(the “Notice”). Please carefully review the Notice for information on how to
access the Notice of Special Meeting and access the Proxy Statement on www.proxyvote.com,
in addition to instructions on how you may request to receive a paper or email copy of
these documents. There is no charge to you for requesting a paper copy of these documents.
IMPORTANT: Please mark, date, and sign the
enclosed proxy card and promptly return it in the accompanying postage-paid envelope or vote by telephone or by Internet to assure that
your shares are represented at the meeting.
IMPORTANT
NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON FEBRUARY 3, 2023: Our Proxy Statement is enclosed.
A complete set of proxy materials relating to our Special Meeting, consisting of the Notice
of the Special Meeting of Shareholders, the Proxy Statement is available on the Internet.
The Proxy Statement may be viewed at www.proxyvote.com.
GENERAL INFORMATION ABOUT VOTING
Proxy Materials
Why am I receiving these materials?
The
Board of Directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”)
has made these proxy materials available to you on the Internet, or, upon your request, has
delivered printed versions of these materials to you by mail, in connection with the solicitation
of proxies for use at the Company’s Special Meeting, which will take place on February
3, 2023, at 11:00 a.m. local time at 700 NW 1st Avenue, Ste. 1200, Miami, Florida 33136-4118.
As a shareholder, you are invited
to participate in the Special Meeting and are requested to vote on the proposals described in this Proxy Statement. This Proxy Statement
includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is
designed to assist you in voting your shares.
What is included in these materials?
The proxy materials include:
| ● | this Proxy Statement for the Special
Meeting; and |
| ● | the proxy card or a voting instruction
card for the Special Meeting. |
Why did I receive a notice in the mail
regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?
In
accordance with rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement, to our shareholders by providing
access to such documents over the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the
proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (“Notice”), which
was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet.
If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in
the Notice.
How can I access the proxy materials over the
Internet?
The
Notice of Internet Availability, proxy card or voting instructions card will contain instructions on how to:
| ● | access and view our proxy materials
for the Special Meeting over the Internet; and |
| ● | how to vote your shares. |
If you choose to receive our
future proxy materials electronically, it will save us the cost of printing and mailing documents to you and will reduce the impact of
printing and mailing these materials on the environment. If you choose to receive future proxy materials electronically, you will receive
an e-mail next year with instructions containing a link to the website where those materials are available. Your election to receive
proxy materials electronically will remain in effect until you terminate it.
How may I obtain a paper copy of the
proxy materials?
Shareholders receiving a Notice
will find instructions in that notice about how to obtain a paper copy of the proxy materials. Shareholders receiving a Notice by e-mail
will find instructions in that e-mail about how to obtain a paper copy of the proxy materials. Shareholders who have previously submitted
a standing request to receive paper copies of our proxy materials will receive a paper copy of the proxy materials by mail.
What shares are included on the proxy
card?
If you are a shareholder of record,
you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form.
If
you are a beneficial owner, you will receive voting instructions from your broker, bank or other holder of record.
What is “householding” and
how does it affect me?
We have adopted a procedure approved
by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and
do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of the Special Meeting of Stockholders
and this Proxy Statement, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies.
This procedure will reduce our printing costs and postage fees.
Shareholders who participate
in householding will continue to receive separate proxy cards.
If you are eligible for householding,
but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice the Special Meeting
of Shareholders and the Proxy Statement, or if you hold stock of the Company in more than one account, and in either case you wish to
receive only a single copy of each of these documents for your household, please contact the Corporate Secretary of the Company by sending
a written request to AgEagle Aerial Systems Inc., Corporate Secretary, 8833 E 34th Street North, Wichita, Kansas 67226.
If you participate in householding
and wish to receive, free of charge, a separate copy of the Notice of Special Meeting of Shareholders and this Statement, or if you do
not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact
the Corporate Secretary of the Company, as set forth above.
If you are a beneficial owner,
you can request information about householding from your broker, bank, or other holder of record.
Voting Information
What items of business will be voted
on at the Special Meeting?
The items of business scheduled
to be voted on at the Special Meeting are:
(1) To
approve the issuance of shares of our Common Stock, representing more than 20% of our Common Stock outstanding upon the Series F Convertible
Preferred Stock convertible into shares of Common Stock and Warrants exercisable for shares of Common Stock, in accordance with NYSE
American Rule 713(a)(ii);
(2) To
approve a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock outstanding
to one share for every eight shares of Common Stock outstanding, with the final ratio to be determined by the Company’s board of
directors (the “Board”); and
(3) To
consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the
Proposals.
How does the Board recommend that I vote?
The Board unanimously recommends
that you vote your shares:
| |
● |
“FOR”
approving the issuance of shares of our Common Stock representing more than 20% of our Common Stock outstanding upon the conversion
of the Series F Convertible Preferred Stock and exercise of the Warrantin accordance with NYSE American Rule 713(a)(ii); |
| |
● |
“FOR”
approving a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock
outstanding to one share for every eight shares of Common Stock outstanding, with the final ratio to be determined by the Company’s
board of directors (the “Board”); and |
| |
● |
“FOR” adjourning the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Proposals. |
Who is entitled to vote at
the Special Meeting?
Only
shareholders of record at the close of business on December 9, 2022 (the “Record
Date”) will be entitled to vote at the Special Meeting. As of the Record Date, 88,009,151
shares of the Common Stock were outstanding and entitled to vote. Each share of Common
Stock outstanding on the Record Date is entitled to one vote on each proposal.
Is there a list of shareholders entitled
to vote at the Special Meeting?
The names of shareholders of
record entitled to vote at the Special Meeting will be available for ten days prior to the Special Meeting at our principal executive
offices at 8833 E 34th Street North, Wichita, Kansas 67226. If you would like to examine the list for any purpose germane to the Special
Meeting prior to the meeting date, please contact our Corporate Secretary.
How can I vote if I own shares directly?
Most shareholders do not own
shares registered directly in their name, but rather are “beneficial holders” of shares held in a stock brokerage account
or by a bank or other nominee (that is, shares held “in street name”). Those shareholders should refer to “How can
I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?” below for instructions regarding how
to vote their shares.
If, however, your shares are
registered directly in your name with our transfer agent, Equiniti Trust Company, you are considered, with respect to those shares, the
shareholder of record, and these proxy materials are being sent directly to you. You may vote in the following ways:
| ● | By Mail: Votes may
be cast by mail, as long as the proxy card or voting instruction card is delivered in accordance
with its instructions prior to 4:00 p.m., Eastern Daylight Time, on February 2, 2023.
Shareholders who have received a paper copy of a proxy card or voting instruction card by
mail may submit proxies by completing, signing, and dating their proxy card or voting instruction
card and mailing it in the accompanying pre-addressed envelope. |
| ● | By Attending the Meeting:
Please follow the instructions in the “How can I participate and vote in the Special
Meeting” section of this proxy statement. |
| |
● |
By
Phone or Internet: Shareholders may vote by phone or Internet by following the instructions included in the proxy card they received.
Your vote must be received by 11:59 p.m., Eastern Time on February 2, 2023 to be counted. If you receive a Notice by mail, you
may vote by proxy over the Internet by going to www.proxyvote.com to complete an electronic proxy card or vote your proxy by phone
by calling 1-800-690-6903. Have your proxy card available when you access the website or when you call. We provide Internet and
telephone proxy voting to allow you to vote your shares on-line or by phone, with procedures designed to ensure the authenticity and
correctness of your proxy vote instructions. However, please be aware that you must bear any costs or usage charges from Internet access
providers and telephone companies. |
If
you vote by proxy, your vote must be received by 11:59 p.m. U.S. Eastern Daylight Time on
February 2, 2023, to be counted.
Whichever method you select to
transmit your instructions, the proxy holders will vote your shares in accordance with those instructions. If no specific instructions
are given, the shares will be voted in accordance with the recommendation of our Board and as the proxy holders may determine in their
discretion with respect to any other matters that properly come before the meeting.
How can I vote if my shares are held
in a stock brokerage account, or by a bank or other nominee?
If your shares are held in a
stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street
name,” and your broker or nominee is considered the “stockholder of record” with respect to those shares. Your broker
or nominee should be forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank,
or other nominee how to vote, and you are also invited to participate in the Special Meeting. However, since you are not the stockholder
of record, you may not vote these shares in person unless you obtain a legal proxy from your brokerage firm or bank. If a broker, bank,
or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.
What is a quorum for the Special Meeting?
The presence of the holders of
stock representing a majority of the voting power of all shares of Common Stock issued and outstanding as of the Record Date, represented
in person or by proxy, is necessary to constitute a quorum for the transaction of business at the Special Meeting. Your shares will be
counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you participate
in, and vote electronically at, the Special Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining
a quorum.
What is the voting requirement to approve
each of the proposals?
| Proposal |
|
Vote
Required |
|
Broker Discretionary Voting
Allowed |
| No. 1
– Approval of Issuance of More than 20% of our Common Stock Upon Conversion of Series F Convertible Preferred Stock and Exercise
of the Warrant |
|
Affirmative
vote of a majority of shares present and entitled to vote in person or by proxy |
|
No |
| No.
2 – Approval of a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares
of Common Stock outstanding to one share for every eight shares of Common Stock outstanding, with the final ratio to be determined
by the Company’s board of directors (the “Board”); and |
|
Affirmative
vote of a majority of shares issued and outstanding |
|
No |
| No.
3– Adjourn the Special Meeting to solicit more votes to approve the Proposals |
|
Affirmative
vote of a majority of shares present and entitled to vote in person or by proxy |
|
No |
What is the effect of abstentions and
broker non-votes?
Abstentions will have the same
effect as an “AGAINST” vote while broker non-votes will not be counted as votes cast and, accordingly, will not have an effect
on Proposal Nos. 1 and 3. Abstentions and broker non-votes will have the same effect as an “AGAINST” vote on Proposal No.
2.
If
you are a beneficial owner and hold your shares in “street name” in an account
at a bank or brokerage firm, it is critical that you cast your vote if you want it to count
in the vote on the above proposals. Under the rules governing banks and brokers who submit
a proxy card with respect to shares held in “street name,” such banks and brokers
have the discretion to vote on routine matters, but not on non-routine matters. Banks and
brokers may not vote any of the proposals being presented at the Special Meeting if you do
not provide specific voting instructions. Accordingly, we encourage you to vote promptly,
even if you plan to participate in the Special Meeting. In tabulating the voting results
for any particular proposal, shares that constitute broker non-votes are not considered entitled
to vote on that proposal.
Can I change my vote or revoke my proxy?
Subject to any rules and deadlines
your broker, trustee or nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Special
Meeting. If you are a shareholder of record, you may change your vote by (1) delivering to the Company’s Corporate Secretary, prior
to your shares being voted at Special Meeting, a written notice of revocation dated later than the prior proxy card relating to the same
shares, (2) delivering a valid, later-dated proxy in a timely manner, (3) attending the Special Meeting and voting electronically (although
attendance at the Special Meeting will not, by itself, revoke a proxy), or (4) voting again via phone or Internet at a later date.
If you are a beneficial owner
of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or other nominee,
or (2) if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote
the shares and provided a copy to our transfer agent and registrar, Equiniti, together with your email address as described below, by
attending the Special Meeting and voting electronically.
Any written notice of revocation
or subsequent proxy card must be received by the Company’s Corporate Secretary prior to the taking of the vote at the Special Meeting.
Who will bear the cost of soliciting
votes for the Special Meeting?
The Company will bear the cost
of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. If you access the proxy materials
over the Internet, you are responsible for Internet access charges you may incur. In addition, we will request banks, brokers and other
intermediaries holding shares of our Common Stock beneficially owned by others to obtain proxies from the beneficial owners and will
reimburse them for their reasonable expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone, by electronic
communications and personal solicitation by our Executive Officers, Directors, and employees. No additional compensation will be paid
to our Executive Officers, Directors or employees for such solicitation.
Proxies with respect to the Special
Meeting may be solicited by telephone, by mail on the Internet or in person. AgEagle has engaged Advantage Proxy to assist in the solicitation
of proxies.
Who Can Answer Your Questions About Voting Your
Shares?
If you are a holder of AgEagle’s
shares and have any questions about how to vote or direct a vote in respect of your securities, you may call Advantage Proxy, P.O. Box
13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565.
PROPOSAL NO. 1
APPROVAL
OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK REPRESENTING MORE THAN 20% OF OUR COMMON STOCK
OUTSTANDING UPON EXERCISE OF SERIES F CONVERTIBLE PREFERRED AND WARRANT TO BE ISSUED IN ACCORDANCE
WITH NYSE AMERICAN RULE 713(a)(ii).
Our Common Stock is currently
listed on the NYSE American. We are subject to NYSE American Rule 713(a)(ii), which requires us to obtain shareholder approval when shares
will be issued in connection with a transaction involving the sale, issuance or potential issuance by the issuer of Common Stock (or
securities convertible into or exercisable for Common Stock) equal to 20% or more of presently outstanding shares for less than the greater
of book or market value of the shares.
Securities Purchase Agreement
On June 26, 2022, the Company
entered into a Securities Purchase Agreement (the “Agreement”) with an institutional investor (the “Investor”)
that is an existing shareholder of the Company. Pursuant to the terms of the Agreement, the Board authorized the sale of 10,000 shares
of a newly designated series of preferred stock, the Series F 5% Convertible Preferred Stock (the “Series F Convertible Preferred
Stock”) and warrants exercisable for up to 16,129,032 shares of the Common Stock an exercise price of $0.96 per share (the “Warrants”),
for gross proceeds of approximately $15.5 million. The Series F Convertible Preferred Stock will convert into 16,129,032 shares of the
Company’s Common Stock (the “Conversion Shares,” and together with the shares underlying the Warrants, the “Underlying
Shares”) at a conversion price of $0.62 per share. The Warrants are not exercisable for the first six months after issuance and
have a three-year term from the exercise date. Upon exercise of the Warrants in full by the Investor, the Company would receive additional
gross proceeds of approximately $10 million.
Additional Series F Convertible Preferred
Stock and Warrants to be Issued
During the period beginning June
26, 2022 and ending on the 18 month anniversary of the Company’s receipt of shareholder approval, which is the subject of this
Proposal No. 1 (the “Shareholder Approval”), the Investor has the right to purchase additional Series F Convertible Preferred
Stock and Warrants from the Company, in minimum aggregate subscription amount tranches of $2,000,000 each, up to a total aggregate additional
stated value of the Series F Convertible Preferred Stock equal to $25,000,000 (the “Additional Investment”).
The Series F Convertible Preferred
Stock and Warrants in the Additional Investment shall be identical to the securities sold on June 26, 2022, except (i) the original issue
date of the Series F Convertible Preferred Stock and the initial exercise date and termination date of the Warrants shall be from the
applicable subsequent Closing Date, and (ii) the purchase price per share of Series F Convertible Preferred Stock shall be adjusted such
that the conversion price shall equate to the average of the VWAPs for the three trading days prior to the date on which the Investor
gives notice to the Company of an additional closing, and the Warrant exercise price shall also be the average of the VWAPs for the three
trading days prior to the date on which the Investor gives notice to the Company of an additional closing. As a condition to the Investor’s
purchase of the Additional Investment, among other things, the Company must obtain Shareholder Approval for the issuance of all of the
Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock as of the execution date of the Agreement.
Why Approval is Needed and Proposed Use
of Funds
At the time of the execution
of the Agreement, the Additional Investment in shares of Series F Convertible Preferred and Warrants would have been convertible for
more than 20% of our Common Stock outstanding. NYSE American Rule 713(a)(ii) requires that we obtain shareholder approval of the issuances
of Common Stock and/or securities convertible into, or exercisable for, Common Stock in excess of 20% of our current issued and outstanding
shares of Common Stock. Accordingly, we seek your approval of Proposal No. 1 to issue additional Series F Convertible Preferred Stock
and Warrants to the Investor, at its option, in order to satisfy the requirements of NYSE American Rule 713(a)(ii).
Assuming
this Proposal No. 1 is approved by the shareholders, and the Investor, at its option, purchases
up to the full $25 million in Additional Investments, we currently anticipate that the
net proceeds raised from the Additional Investments would be used for:
| ● | research and development to further
enhance the performance and capabilities of our current product offerings and to continue
introducing new, innovative drone products; |
| ● | global sales and marketing initiatives
designed to fuel greater awareness and appreciation of our products and accelerate our sales
growth, and |
| ● | investments in potential strategic
acquisitions and organic growth initiatives. |
Approval Required
The approval of Proposal No.
1 requires the affirmative vote of holders of a majority of the stock having voting power present in person or represented by proxy at
the Special Meeting. Abstentions have the effect of a vote “AGAINST” Proposal No. 1 and broker “non-votes” will
have no effect with respect to the approval of the Proposal No.1.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1.
PLEASE NOTE: If your shares are held in street
name, your broker, bank, custodian or other nominee holder cannot vote your shares for Proposal No. 1, unless you direct the holder how
to vote, by marking your proxy card, or by following the instructions on the enclosed proxy card to vote on the Internet or by telephone.
PROPOSAL NO. 2
APPROVAL TO EFFECT A REVERSE SPLIT OF THE COMPANY’S
COMMON STOCK
Purpose of the Reverse Split
Our Board has determined that
it is in our best interest to effect a reverse split of our Common Stock. At this time, the Board is seeking approval from the shareholders
to authorize a reverse split in the range of one share for every three shares outstanding to one share for every eight shares outstanding
with all fractional shares rounded up to the next whole share (the “Reverse Split”). If Proposal No. 2 is approved, the Board
would make the determination as to the final ratio of the reverse stock split. Our Board believes that the Reverse Split of our Common
Stock will provide for a higher stock price that will attract greater interest and sponsorship from institutional investors.
Certain Risks Associated with the Reverse Split
While the Board believes that
the Company’s Common Stock would trade at higher prices after the consummation of the Reverse Split, there can be no assurance
that the increase in the trading price will occur, or, if it does occur, that it will equal or exceed three to eight times the market
price of the Common Stock prior to the Reverse Split. In some cases, the total market value of a company following a reverse stock split
is lower, and may be substantially lower, than the total market value before the reverse stock split. In addition, the fewer number of
shares that will be available to trade could possibly cause the trading market of the Common Stock to become less liquid, which could
have an adverse effect on the price of the Common Stock. The market price of the Common Stock is based on our performance and other factors,
some of which may be unrelated to the number of our shares outstanding. In addition, there can be no assurance that the Reverse Split
will result in a per share price that will attract brokers and investors who do not trade in lower priced stock.
Principal Effects of the Reverse Split
The
Reverse Split would have the following effects based upon 88,009,151 shares Common
Stock issued and outstanding as of the Record Date. In the following discussion, we provide
examples of the effects of the Reverse Split at the lower-end of the Reverse Split range
and at the higher-end of the Reverse Split range.
If the Reverse Split is approved
at the lower end of the Reverse Split range:
| ● | in a one-for-three Reverse Split,
every three of our shares of Common Stock issued and outstanding immediately prior to the
Reverse Split effective date (the “Old Shares”) owned by a shareholder will automatically
and without any action on the part of the shareholders be converted into one (1) share of
our Common Stock (the “New Shares”); and |
| |
● |
the
number of shares of our Common Stock issued and outstanding will be reduced from 88,009,151 shares to approximately 29,336,384
shares. |
If the Reverse Split is approved
at the higher end of the Reverse Split range:
| |
● |
in
a one-for-eight Reverse Split, every eight of our Old Shares owned by a shareholder would be exchanged for one (1) New Share; and |
| |
● |
the
number of shares of our Common Stock issued and outstanding will be reduced from 88,009,151 shares to approximately 11,001,144
shares. |
The Reverse Split will be effected
simultaneously for all of our outstanding Common Stock and the exchange ratio will be the same for all of our outstanding Common Stock.
The Reverse Split will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests
in the Company, except to the extent that the Reverse Split results in any of our shareholders owning a fractional share. As described
below, shareholders and holders of options and warrants holding fractional shares will have their shares rounded up to the nearest whole
number. Common Stock issued pursuant to the Reverse Split will remain fully paid and non-assessable.
Fractional Shares. No
scrip or fractional share certificates will be issued in connection with the Reverse Split. Shareholders who otherwise would be entitled
to receive fractional shares because they hold a number of Old Shares not evenly divisible by one (1) for three (3) or by one (1) for
eight (8) Reverse Split ratio, will be entitled, upon surrender of certificate(s) representing these shares, to a number of shares of
New Shares rounded up to the nearest whole number. The ownership of a fractional interest will not give the shareholder any voting, dividend
or other rights except to have his or her fractional interest rounded up to the nearest whole number when the New Shares are issued.
Options and Warrants. All
outstanding options, warrants, notes, debentures and other securities convertible into Common Stock will be adjusted as a result of the
Reverse Split, as required by the terms of these securities. In particular, the conversion ratio for each instrument will be reduced,
and the conversion price or exercise price, if applicable, will be increased, in accordance with the terms of each instrument and based
on the ratio in the range of one share of Common Stock for every three shares of Common Stock to one share for every eight shares of
Common Stock, with the final ratio to be determined by the Company’s board of directors.
Authorized Shares. The
Company is presently authorized under its Articles of Incorporation to issue 250,000,000 shares of Common Stock. Upon effectiveness of
the Reverse Split, the number of authorized shares of Common Stock would remain the same, although the number of shares of Common Stock
issued and outstanding will decrease. Because the number of issued and outstanding shares of Common Stock will decrease, the number of
shares of Common Stock remaining authorized and available for issuance will increase. The issuance in the future of additional shares
of our Common Stock may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and
voting rights of the currently outstanding shares of our Common Stock. The effective increase in the number of authorized but unissued
and unreserved shares of the Company’s Common Stock may be construed as having an anti-takeover effect as further discussed below.
Authorized but unissued shares will be available for issuance, and we may issue such shares in future financings or otherwise. If we
issue additional shares, the ownership interest of holders of our Common Stock would be diluted. Also, the issued shares may have rights,
preferences or privileges senior to those of our Common Stock.
Impact
of the Reverse Split on Awards Issued under our 2017 Omnibus Equity Incentive Plan (the “Plan”).
The Company currently has reserved a total of 10,000,000 shares of Common Stock for issuance
as awards to be made under the Plan. As of the date hereof, the Company has 3,566,313
awards granted under the Plan, and has 4,4045,970 shares of Common Stock remaining
for future issuance under the Plan. Pursuant to the Plan, in the event of any adjustment,
including a reverse stock split as proposed, the aggregate number of shares of Common Stock
available under the Plan may be appropriately adjusted by the Board. The Board
has determined to maintain the current number of shares of Common Stock available for issuance
of awards under the Plan at 10,000,000 shares of Common Stock. The Board believes that maintaining
the number of shares of Common Stock available for issuance as provided in the Plan will
provide the Compensation Committee with greater flexibility in the administration of the
Plan and is appropriate in light of the growth of the Company in order to attract and retain
key individuals. The effect of the Reverse Split on the awards issued under the Plan based
on the range is as follows:
| |
● |
in
a one-for-three Reverse Split, the number of shares previously issued under the award granted under the Plan will be reduced from3,566,313
to 1,188,771 and |
| |
● |
in
a one-for-eight Reverse Split, the number of shares previously issued under the award granted under the Plan will be reduced from
3,566,313 to 445,789. |
If the Reverse Split is approved,
at the lower end of the Reverse Split range, the total authorized number of shares under the Plan will represent approximately 11.9%
of the issued and outstanding shares of Common Stock of the Company as of the date hereof.
If the Reverse Split is approved,
at the higher end of the Reverse Split range, the total authorized number of shares under the Plan will represent approximately 0.45%
of the issued and outstanding shares of Common Stock of the Company as of the date hereof.
Accounting
Matters. The Reverse Split will not affect the par value of our Common Stock. As
a result, on the effective date of the Reverse Split, the stated capital on our balance sheet
attributable to our Common Stock will be reduced in proportion to the Reverse Split ratio
(that is, in a one-for-three Reverse Split, the stated capital attributable to our Common
Stock will be reduced to one-third of its existing amount and in a one-for-eight Reverse
Split, the stated capital attributable to our Common Stock will be reduced to one-eighth
of its existing amount) and the additional paid-in capital account shall be credited
with the amount by which the stated capital is reduced. The per share net income or loss
and net book value of our Common Stock will also be increased because there will be fewer
shares of our Common Stock outstanding.
Potential Anti-Takeover Effect. Although
the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect
(for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition
of our Board or contemplating a tender offer or other transaction for the combination of the Company with another company), the Reverse
Split was not proposed in response to any effort of which we are aware to accumulate our shares of Common Stock or obtain control of
us, nor is it part of a plan by management to recommend a series of similar actions having an anti-takeover effect to our Board and shareholders.
Other than the Reverse Split, our Board does not currently contemplate recommending the adoption of any other corporate action that could
be construed to affect the ability of third parties to take over or change control of the Company.
The number of shares held by
each individual shareholder will be reduced if the Reverse Split is implemented. This will increase the number of shareholders who hold
less than a “round lot,” or 100 shares. Typically, the transaction costs to shareholders selling “odd lots” are
higher on a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing shareholders in the event
they wish to sell all or a portion of their shares.
The Company is subject to the
periodic reporting and other requirements of the Exchange Act. If the proposed Reverse Split is implemented, our Common Stock will continue
to be reported on The NYSE American under the symbol “UAVS.” We will continue to be subject to the periodic reporting requirements
of the Exchange Act.
Procedure for Effecting a Reverse Split and
Exchange of Stock Certificates
The Reverse Split will be accomplished
by amending the Company’s Articles of Incorporation to effect the split. The Reverse Split will become effective at such future
date and the exact ratio to be as determined by the Board, as evidenced by the filing of an amendment to the Company’s Articles
of Incorporation with the Secretary of State of the State of Nevada (which we refer to as the “Effective Time”) following
the affirmative vote of the Company’s shareholders at the Special Meeting. Beginning at the Effective Time, each certificate representing
Old Shares will be deemed for all corporate purposes to evidence ownership of New Shares. As soon as practicable after the Effective
Time, shareholders will be notified that the Reverse Split has been effected. The Company expects that its transfer agent, Equiniti Trust,
will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of Old Shares will be asked to surrender
to the exchange agent certificates representing Old Shares in exchange for certificates representing New Shares in accordance with the
procedures to be set forth in the letter of transmittal the Company sends to its shareholders. No new certificates will be issued to
any shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s), together with the properly
completed and executed letter of transmittal, to the exchange agent. Any Old Shares submitted for transfer, whether pursuant to a sale,
other disposition or otherwise, will automatically be exchanged for New Shares. Equiniti Trust, does not charge a fee for each certificate
issued representing New Shares.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S)
AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Material U.S. Federal Income Tax Consequences
of the Reverse Split
The following is a general discussion
of the material U.S. federal income tax consequences of the Reverse Split to a current shareholder of the Company that is a U.S. Holder
(as defined below), and who holds stock of the Company as a “capital asset,” as defined in Section 1221 of the Code (generally,
property held for investment). This discussion does not purport to be a complete analysis of all of the potential tax effects of the
Reverse Split. Tax considerations applicable to a particular shareholder will depend on that shareholder’s individual circumstances.
This discussion is based on provisions
of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS,
and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly
with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax
considerations that may apply to a holder as a result of the Reverse Split. In addition, this discussion does not address all aspects
of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances
of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to
be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain
net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any
tax consequences arising under any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, U.S. state and
local, or non-U.S. tax laws.
This discussion does not address
all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders
subject to special treatment under the U.S. tax laws, such as, for example:
| ● | banks or other financial institutions,
underwriters, or insurance companies; |
| ● | traders in securities who elect
to apply a mark-to-market method of accounting; |
| ● | real estate investment trusts and
regulated investment companies; |
| ● | tax-exempt organizations, qualified
retirement plans, individual retirement accounts, or other tax- deferred accounts; |
| ● | expatriates or former long-term
residents of the United States; |
| ● | subchapter S corporations, partnerships
or other pass-through entities or investors in such entities; |
| ● | dealers or traders in securities,
commodities or currencies; |
| ● | persons subject to the alternative
minimum tax; |
| ● | U.S. persons whose “functional
currency” is not the U.S. dollar; |
| ● | persons who received stock of the
Company through the issuance of restricted stock under an incentive plan or through a tax-qualified
retirement plan or otherwise as compensation; |
| ● | persons who own (directly or through
attribution) 5% or more (by vote or value) of the outstanding stock of the Company; |
| ● | holders who hold stock of the Company,
as a position in a “straddle,” as part of a “synthetic security”
or “hedge,” as part of a “conversion transaction,” or other integrated
investment or risk reduction transaction; |
| ● | controlled foreign corporations,
passive foreign investment companies, or foreign corporations with respect to which there
are one or more United States shareholders within the meaning of Treasury Regulation Section
1.367(b)-3(b)(1)(ii); or |
| ● | the Sponsor or its affiliates. |
As used in this proxy statement/consent
solicitation statement/prospectus, the term “U.S. Holder” means a beneficial owner of stock of the Company that is, for U.S.
federal income tax purposes:
| ● | an individual who is a citizen or
resident of the United States; |
| ● | a corporation (or other entity that
is classified as a corporation for U.S. federal income tax purposes) that is created or organized
in or under the laws of the United States or any state thereof or the District of Columbia; |
| ● | an estate the income of which is
subject to U.S. federal income tax regardless of its source; or |
| ● | a trust (i) if a court within the
United States is able to exercise primary supervision over the administration of the trust
and one or more U.S. persons have the authority to control all substantial decisions of the
trust, or (ii) that has a valid election in effect under applicable Treasury Regulations
to be treated as a U.S. person for U.S. federal income tax purposes. |
If a partnership, including for
this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds stock of the Company,
the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities
of the partner and the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax
advisors with regard to the U.S. federal income tax consequences of the Reverse Split.
The Reverse Split should constitute
a “recapitalization” for U.S. federal income tax purposes. As a recapitalization, no gain or loss should be recognized by
a U.S. Holder upon such shareholder’s deemed exchange of Old Shares for New Shares pursuant to the Reverse Split. A U.S. Holder’s
aggregate tax basis of the New Shares received in the Reverse Split should be the same as such shareholder’s aggregate tax basis
in the Old Shares being exchanged, and the holding period of the New Shares should include the holding period of such shareholder in
the Old Shares.
A U.S. Holder whose fractional
shares resulting from the Reverse Split are rounded up to the nearest whole share may recognize gain for U.S. federal income tax purposes
equal to the value of the additional fractional share. The treatment of the exchange of a fractional share for a whole share in the Reverse
Split is not clear under current law and a U.S. Holder may recognize gain for U.S. federal income tax purposes equal to the value of
the additional fraction of a share of Common Stock received by such U.S. Holder.
Because of the complexity
of the tax laws and because the tax consequences to the Company or to any particular shareholder may be affected by matters not discussed
herein, shareholders are urged to consult their own tax advisors as to the specific tax consequences to them in connection with the Reverse
Split, including tax reporting requirements, the applicability and effect of non-U.S., U.S. federal, state and local and other applicable
tax laws and the effect of any proposed changes in the tax laws.
Dissenters’ Rights of Appraisal
We are a Nevada corporation and
are governed by the Nevada Revised Statutes. Holders of the Company’s Common Stock will not have appraisal or dissenter’s
rights under Nevada law in connection with the Reverse Split.
Interest of Certain Persons in Matters to be
Acted Upon
No director, executive officer,
associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by security holdings
or otherwise, in the Reverse Split that is not shared by all other shareholders of ours.
Approval Required
The
approval of Proposal No. 2 requires the affirmative vote of holders of a majority of the issued and outstanding Common Stock. Abstentions
and broker “non-votes” have the effect of a vote “AGAINST” Proposal No. 2.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” THE REVERSE SPLIT.
PLEASE NOTE: If your shares are held in street
name, your broker, bank, custodian, or other nominee holder cannot vote your shares for Proposal No. 2, unless you direct the holder
how to vote, by marking your proxy card, or by following the instructions on the enclosed proxy card to vote on the Internet or by telephone.
PROPOSAL NO. 3
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow the
Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will
only be presented to the Company’s shareholders, in the event that, based upon the tabulated vote at the time of the Special Meeting
there are insufficient votes for, or otherwise in connection with, the approval of Proposals No. 1 and 2.
Consequences if the Adjournment Proposal is
Not Approved
If the Adjournment Proposal is not approved by the
shareholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes
for, or otherwise in connection with, the approval of Proposals No. 1 and 2.
Vote Required for Approval
The approval of Proposal No.
3 requires the affirmative vote of holders of a majority of the shares of Common Stock having voting power present in person or represented
by proxy at the Special Meeting. Abstentions have the effect of a vote “AGAINST” Proposal No. 3 and broker “non-votes”
will have no effect with respect to the approval of the Proposal No. 3.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.
PLEASE NOTE: If your shares are held in street
name, your broker, bank, custodian, or other nominee holder cannot vote your shares for Proposal No. 3, unless you direct the holder
how to vote, by marking your proxy card, or by following the instructions on the enclosed proxy card to vote on the Internet or by telephone.
OTHER INFORMATION
Important Notice Regarding Delivery of Shareholder
Documents
If your shares are held in street
name, your broker, bank, custodian, or other nominee holder may, upon request, deliver only one copy of this proxy statement to shareholders
to multiple shareholders sharing an address, absent contrary instructions from one or more of the shareholders. The Company will, upon
request, deliver a separate copy of the proxy materials to a shareholder at a shared address to which a single copy was delivered, upon
written or oral request, to Nicole Fernandez-McGovern, Secretary, AgEagle Aerial Systems Inc., 8863 E. 34th Street North,
Wichita, Kansas 67226. Shareholders sharing an address and receiving multiple copies of the proxy materials who wish to receive a single
copy should contact their broker, bank, custodian, or other nominee holder.
| |
By
Order of the Board of Directors, |
| |
|
| |
/s/
Barrett Mooney |
| |
Barrett
Mooney |
| |
Chairman
of the Board of Directors |
| |
|
December
16 2022 |
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
AGEAGLE AERIAL SYSTEMS INC.
TO BE HELD ON FEBRUARY 3, 2023
Barrett Mooney and Nicole Fernandez-McGovern,
and each of them, each with full power of substitution, hereby are authorized to vote as specified below or, with respect to any matter
not set forth below, as a majority of those or their substitutes present and acting at the meeting shall determine, all of the shares
of common stock, par value $0.001 per share (the “Common Stock”), of the Company. that the undersigned would be entitled
to vote, if personally present, at the special meeting of shareholders and any adjournment thereof. Unless otherwise specified, this
proxy will be voted FOR Proposals 1, 2 and 3.
PROPOSAL NO. 1.
Approval of the issuance of shares of our Common
Stock, representing more than 20% of our Common Stock upon the purchase of series F convertible preferred stock, par value $0.001 per
share (the “Series F Convertible Preferred Stock”) convertible into shares of Common Stock and warrants exercisable for shares
of Common Stock (the “Warrants”), in accordance with NYSE American Rule 713(a)(ii).
☐ FOR ☐ AGAINST ☐ ABSTAIN
PROPOSAL
NO. 2
Approval
of a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock to one
share for every eight shares of Common Stock, with the final ratio to be determined by the Company’s board of directors (the “Board”);
and
☐ FOR ☐ AGAINST ☐ ABSTAIN
PROPOSAL
NO. 3
Approve
the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Proposals.
☐ FOR ☐ AGAINST ☐ ABSTAIN
Please
sign exactly as your name appears below. When shares are held by joint tenants, each should sign. When signing as attorney, executor,
administrator, trustee, guardian, corporate officer, or partner, please give full title as such.
| Date ________________, 2023 |
|
|
| |
|
Signature |
| |
|
|
| |
|
|
| |
|
Signature if held jointly |
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
The
Special Meeting of the shareholders (the “Special Meeting”) of AgEagle Aerial
Systems Inc., a Nevada corporation (the “Company”), will be held on February
3, 2023, at 11:00 a.m., local time, 700 NW 1st Avenue, Ste. 1200, Miami, Florida 33136-4118.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Proxy Statement
is available at www.proxyvote.com.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OF AGEAGLE AERIAL SYSTEMS INC.
AgEagle Aerial Systems Inc.
Special Meeting of Shareholders
February 3, 2023 at 11:00 AM Local Time
This proxy is solicited by the Board Of Directors
Barrett Mooney and Nicole Fernandez-McGovern, and each of them, each with full power of substitution, hereby are authorized to vote
as specified below or, with respect to any matter not set forth below, as a majority of those or their substitutes present and acting
at the meeting shall determine, all of the shares of capital stock of the Company. that the undersigned would be entitled to vote,
if personally present, at the special meeting of shareholders and any adjournment thereof.
Unless otherwise specified, this proxy will be voted FOR Proposals 1, 2 and 3. The Board of Directors recommends a vote FOR 1,
2 and 3.
Continued and to be signed on reverse side |
AgEagle Aerial Systems Inc.
Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting of Shareholders to be held on February 3, 2023
700 NW 1st Avenue, Ste. 1200, Miami, Florida 33136-4118 at 11:00 am local time
 |
This
communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage
you to access and review all of the important information contained in the proxy materials before voting.
The Proxy Statement is available at www.proxyvote.com.
If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting
a copy. Please make your request for a copy as instructed below on or before January 20, 2023, to facilitate timely delivery.
Unless requested, you will not receive a paper or e-mail copy.
Important information regarding the Internet availability of the Company’s proxy materials, instructions for accessing your
proxy materials and voting online, and instructions for requesting paper or e-mail copies of your proxy materials are provided on
the reverse side of this Notice. |
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND
THE SPECIAL MEETING AND VOTE IN PERSON.
To the Shareholders of AgEagle Aerial Systems Inc.:
Notice
is hereby given that a Special Meeting of Shareholders of AgEagle Aerial Systems Inc. will
be held on February 3. 2023 at 11:00 a.m. local time at 700 NW 1st Avenue, Ste. 1200,
Miami, Florida 33136-4118 for the following purposes.
PROPOSAL NO. 1 - To approve the issuance
of shares of our Common Stock, par value $0.001 per share (the “Common Stock”), representing more than 20% of our Common
Stock outstanding upon the purchase of series F convertible preferred stock, par value $0.001 per share (the “Series F Convertible
Preferred Stock”) convertible into shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”),
in accordance with NYSE American Rule 713(a)(ii);
PROPOSAL NO. 2 - To approve a reverse stock
split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock outstanding to one share for
every eight shares of Common Stock outstanding, with the final ratio to be determined by the Company’s board of directors (the
“Board”); and
PROPOSAL NO. 3 - To consider and vote upon
a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Proposals.
The Board of Directors recommends a vote “FOR”
Proposals 1, 2 and 3.
The Securities and Exchange Commission rules permit
us to make our proxy materials available to our shareholders via the Internet.
Material for this Special Meeting and future
meetings may be requested by one of the following methods:
You must use the 11 digit control number located
in the box below.
AgEagle Aerial Systems Inc.
The
Proxy Statement is available for you to review at: www.proxyvote.com
ACCESSING YOUR PROXY MATERIALS ONLINE
Have this notice available when you request a paper
copy of the proxy materials or to vote your proxy electronically. You must reference your control number to vote by Internet or request
a paper copy of the proxy materials.
You May Vote Your Proxy When You View The Material
On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.
Your electronic vote authorizes the named proxies
to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.
REQUESTING A PAPER COPY OF THE PROXY MATERIALS
By telephone please call 1-800-579-1639
or
By logging onto www.proxyvote.com
or
By email at:ksmith@advantageproxy.com
Please include the company name and your control number
in the subject line.
22
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