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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): October 30, 2024
AGEAGLE
AERIAL SYSTEMS INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-36492 |
|
88-0422242 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 8201
E. 34th Cir N, Suite 1307, Wichita, Kansas |
|
67226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (620) 325-6363
(Former
name or former address, if changed since last report)
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:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
October 30, 2024, AgEagle Aerial Systems Inc. (the “Company”) received written notice (the “Notice”) from the
NYSE American LLC (the “NYSE American”) stating that it is not in compliance with the continued listing standards set forth
in (i) Section 801(h) of the NYSE American Company Guide (the “Company Guide”) because the Company’s Board of Directors
(the “Board”) is not comprised of at least 50% independent directors (the “Board Composition Requirement”) and
(ii) Section 803B(2)(c) of the Company Guide because the Company’s Audit Committee (the “Audit Committee”) is not comprised
of at least two independent members (“Audit Committee Composition Requirement”). The Notice stated that the Company will
have until the earlier of its next annual meeting or one year from the date of its noncompliance with the Board Composition Requirement
to appoint at least one additional independent director to the Board; provided, however, that if the annual shareholders meeting occurs
no later than 180 days following the event that caused the noncompliance, the Company shall instead have 180 days from such event to
regain compliance with the Board Composition Requirement. The Notice also stated that the Company will have until the earlier of its
next annual meeting or one year from the date of its noncompliance with the Audit Committee Composition Requirement to appoint at least
one additional independent member to the Audit Committee; provided, however, that if the annual shareholders meeting occurs no later
than 75 days following the event that caused the noncompliance, the Company shall instead have 75 days from such event to regain compliance
with the Audit Committee Composition Requirement.
As
a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide, which
could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner.
The
Company intends to regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures
that are in the best interests of the Company and its shareholders, including, but not limited to, appointing an additional independent
director to the Board and an additional independent member to the Audit Committee.
The
Company’s shares of common stock have not been suspended as a result of the receipt of the Notice and continue to trade on the
NYSE American.
In
accordance with the rules of the NYSE American, the Company issued a press release on November 4, 2024 announcing that it had received
the Notice. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this
Item 3.01 by reference.
| Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On
November 1, 2024, the board of directors (the “Board”) of the Company appointed Brent Klavon to serve as an independent director
of the Company, effective immediately. Mr. Klavon was also appointed as a member of the Company’s Audit Committee, the Compensation
Committee, and the Nominating and Corporate Governance Committee, effective immediately. Mr. Klavon will be chair of the Compensation
Committee.
Mr.
Klavon has over three decades of aviation and strategic leadership experience. A retired U.S. Navy pilot, he served as a squadron Commanding
Officer, logged over 3,000 flight hours, and was instrumental in the launch of the Navy’s MQ-4C Triton program. Since 2022, Mr.
Klavon has been the Chief Strategy Officer at ANRA Technologies, a leading provider of airspace management and mission management solutions
for uncrewed aircraft systems, where he leads global operations and strategic planning. From 2019-2022, Mr. Klavon was Vice President,
Operations at ANRA Technologies. Mr. Klavon was previously a board member at the Association for Uncrewed Vehicle Systems International
(AUVSI) from 2018-2021. He is well versed in the nexus between policy, regulations, standards, technology, and social acceptance. He
is an FAA certified Commercial Pilot and Remote Pilot. Mr. Klavon earned his undergraduate degree in Logistics, Materials, and Supply
Chain Management from Pennsylvania State University.
Mr.
Klavon will receive compensation for his Board and committee service in accordance with the Company’s outside director compensation
program as previously described in the Company’s filings with the Securities and Exchange Commission, including an annual cash
retainer of $60,000, prorated for any partial years of service.
There
is no family relationship between Mr. Klavon and any other executive officer or director of the Company. There are no transactions in
which Mr. Klavon has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between
Mr. Klavon and any other persons pursuant to which he was selected as a director.
| 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:
November 4, 2024 |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| |
By: |
/s/
William Irby |
| |
Name: |
William
Irby |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
AgEagle
Aerial Systems Receives Non-Compliance Notice from NYSE American
WICHITA,
Kan., November 4, 2024 – AgEagle Aerial Systems Inc. (NYSE: UAVS) a leading provider of best-in-class unmanned aerial systems (UAS),
sensors and software solutions for customers worldwide in the commercial and government verticals, announces that on October 30, 2024,
the Company received written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that
it is not in compliance with the continued listing standards set forth in (i) Section 801(h) of the NYSE American Company Guide (the
“Company Guide”) because the Company’s Board of Directors (the “Board”) is not comprised of at least 50%
independent directors (the “Board Composition Requirement”) and (ii) Section 803B(2)(c) of the Company Guide because the
Company’s Audit Committee (the “Audit Committee”) is not comprised of at least two independent members (“Audit
Committee Composition Requirement”). The Notice stated that the Company will have until the earlier of its next annual meeting
or one year from the date of its noncompliance with the Board Composition Requirement to appoint at least one additional independent
director to the Board; provided, however, that if the annual shareholders meeting occurs no later than 180 days following the event that
caused the noncompliance, the Company shall instead have 180 days from such event to regain compliance with the Board Composition Requirement.
The Notice also stated that the Company will have until the earlier of its next annual meeting or one year from the date of its noncompliance
with the Audit Committee Composition Requirement to appoint at least one additional independent member to the Audit Committee; provided,
however, that if the annual shareholders meeting occurs no later than 75 days following the event that caused the noncompliance, the
Company shall instead have 75 days from such event to regain compliance with the Audit Committee Composition Requirement.
As
a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide, which
could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner.
The
Company must submit a plan (the “Plan”) by November 5, 2024 to the NYSE American outlining actions it has taken or will take
to regain compliance with the continued listing standards.
The
Company intends to regain compliance with the NYSE American’s continued listing standards by undertaking a measure or measures
that are in the best interests of the Company and its shareholders, including, but not limited to, appointing an additional independent
director to the Board and an additional independent member to the Audit Committee.
The
Company’s shares of common stock have not been suspended as a result of the receipt of the Notice and continue to trade on the
NYSE American.
About
AgEagle Aerial Systems Inc.
Through
its three centers of excellence, AgEagle is actively engaged in designing and delivering best-in-class flight hardware, sensors and software
that solve important problems for its customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade,
fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, AgEagle is
a leading provider of full stack UAS, sensors and software solutions for customers worldwide in the energy, construction, agriculture,
and government verticals. For additional information, please visit our website at www.ageagle.com.
Forward-Looking
Statements
Certain
statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking
statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,”
“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”
“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”
“suggest,” “target,” “aim,” “should,” “will,” “would,” or the
negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking
statements are based on AgEagle’s current expectations and are subject to inherent uncertainties, risks and assumptions that are
difficult to predict, including risks related to the timing and ability to regain compliance with the NYSE American Listing Standards.
the timing and fulfilment of current and future orders relating to AgEagle’s products, the success of new programs, the ability
to implement a new strategic plan and the success of a new strategic plan. Further, certain forward-looking statements are based on assumptions
as to future events that may not prove to be accurate. For a further discussion of risks and uncertainties that could cause actual results
to differ from those expressed in these forward-looking statements, as well as risks relating to the business of AgEagle in general,
see the risk disclosures in the Annual Report on Form 10-K of AgEagle for the year ended December 31, 2023, and in subsequent reports
on Forms 10-Q and 8-K and other filings made with the SEC by AgEagle. All such forward-looking statements speak only as of the date they
are made, and AgEagle undertakes no obligation to update or revise these statements, whether as a result of new information, future events
or otherwise.
AgEagle Aerial Systems Contacts
Investor Relations:
Email:
UAVS@ageagle.com
Media:
Email:
media@ageagle.com
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