Current Report Filing (8-k)
January 25 2023 - 5:11PM
Edgar (US Regulatory)
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2023-01-24
2023-01-24
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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) January
24, 2023
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 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, 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 5.03 | Amendments
to Articles of Incorporation or Bylaws; Change In Fiscal Year |
On
January 24, 2023, the board of directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”) approved
and adopted the Second Amended and Restated Bylaws (the “Amended Bylaws”) which became effectively immediately. The Amended
Bylaws, among other things, lowered the quorum requirement for all meetings of shareholders from the holders of a majority, to the holders
of 33-1/3%, of the issued and outstanding shares of the Company’s common stock entitled to vote at all such meetings.
A
copy of the Company’s Amended Bylaws is filed herewith as Exhibit 3.1 and is incorporated herein by reference. The foregoing summary
of the Amended Bylaws is subject to, and qualified in its entirety by, the full text of the Amended Bylaws.
|
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.
Dated:
January 25, 2023
|
AGEAGLE
AERIAL SYSTEMS INC. |
|
|
|
|
By: |
/s/
Nicole Fernandez-McGovern |
|
Name:
|
Nicole Fernandez-McGovern |
|
Title: |
Chief Financial
Officer |
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