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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 7, 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
4.02 |
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
On
November 7, 2024, the Audit Committee of the Board of Directors and the Board of Directors (the “Board”), in consultation
with management, concluded that the Company’s previously issued (i) audited financial statements contained in its Annual Report
on Form 10-K for the fiscal years ended December 31, 2023 and December 31, 2022 and (ii) unaudited financial statements contained in
its Quarterly Reports on Form 10-Q for each of the quarters ended June 30, 2024, March 31, 2024, September 30, 2023, June 30, 2023 and
March 31, 2023 (collectively, the “Non-Reliance Periods”) should no longer be relied upon. It was determined that the errors
described below require a restatement of the financial statements for each of these prior periods. As a result, the financial statements
for each of the Non-Reliance Periods should no longer be relied on. Similarly, any previously
issued or filed reports, press releases, earnings releases, and investor presentations or other communications describing the Company’s
financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon.
During
the preparation of the Company’s consolidated financial statements as of and for the three- and nine-month periods ended September
30, 2024, the Company identified prior period accounting errors resulting from an error in the computation and an overstatement of comprehensive
loss due to the inclusion of dividends and deemed dividends that are not considered to be components of comprehensive income (loss).
The
error in the computation of net loss attributable to common stockholders resulted in an understatement of net loss per common share basic
and diluted as presented on our consolidated statements of operations and comprehensive loss.
The
net loss attributable to common stockholders erroneously excluded accrued cumulative dividends on outstanding Series F preferred stock
and deemed dividends resulting from the triggering of down round features embedded within outstanding equity-linked financial instruments.
Pursuant to ASC 260 - Earnings Per Share income available to common stockholders shall be computed by deducting dividends accumulated
for the period on cumulative preferred stock. Also, the value of the effect of a down round feature shall be recognized in an equity-classified
freestanding financial instrument when the down round feature is triggered. That effect shall be treated as a dividend and as a reduction
of income available to common stockholders in basic earnings per share.
Further,
the accrued cumulative dividends and deemed dividends were included as a component of other comprehensive loss. However, pursuant to
ASC 220 – Income Statement – Reporting Comprehensive Income items required to be reported as direct adjustments to
additional paid-in capital (APIC) and retained earnings are not considered to be components of other comprehensive income (loss).
The
Company will file an amended Form 10-K, as soon as practicable, for the year ended December 31, 2023 which will include a restated consolidated
statement of operations and comprehensive loss for the years ended December 31, 2023 and 2022. The Form 10-K/A will contain in the notes
to the consolidated financial statements condensed quarterly statements of operations and comprehensive loss to correct the quarterly
information for the periods ended September 30, 2023, June 30, 2023 and March 31, 2023. Further, the Company’s Form 10-Q for the
three and nine months ended September 30, 2024 will contain in the notes to the consolidated financial statements condensed quarterly
statements of operations and comprehensive loss to correct the quarterly information for the periods ended June 30, 2024 and March 31,
2024.
The
Company is currently in the process of determining the exact amounts and full effect of the errors in the financial statements for each
of the Non-Reliance Periods. The Company does not currently expect the errors to change the cash position of the Company as of the end
of each Non-Reliance Period.
Management
is assessing the effect of these Restatements on the Company’s internal control over financial reporting and its disclosure controls
and procedures. The Company expects to report at least one material weakness following completion of its analysis of the cause of these
Restatements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will
not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management
that the Company’s disclosure controls and procedures and internal control over financial reporting are effective. As a result
of the material weakness or material weaknesses, the Company believes that its internal control over financial reporting was not effective,
and its disclosure controls and procedures were not effective for the Non-Reliance Periods.
The
Company’s management and the Board have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item
4.02(a) with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.
On
November 4, 2024, the Company announced that it received a letter on January 3, 2023 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 Board was not comprised of at least 50% independent directors and (ii) Section 803B(2)(c)
of the Company Guide because the Company’s Audit Committee is not comprised of at least two independent members.
On
November 13, 2024, the Company announced that it had received a letter on November 6, 2024 from the NYSE American, wherein the
NYSE American advised that the Company had regained compliance with its continued listing standard set forth in Section 801(h) and Section
803(B(2)(C) of the Company Guide. The Company was removed from the list of issuers noncompliant with NYSE American corporate governance
listing standards posted on https://www.nyse.com/regulation/noncompliant-issuers and the BC indicator was removed from the profile, data
and news pages of the Company’s security.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “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 Current Report on Form 8-K are forward-looking
statements. Forward-looking statements contained in this Current Report on Form 8-K 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 the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that
are difficult to predict, including the Company’s plans related to restatement of the financial statements as of and for each of
the year ended December 31, 2023 and quarterly periods ended March 31, 2024, June 30, 2024, and the Company’s estimates related
to the errors included in the financial statements covering the Non-Reliance Periods. 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 the Company in general, see the risk disclosures in the Annual Report on Form 10-K of the Company for the year ended December 31,
2023, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the Securities and Exchange Commission by the Company.
All such forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise
these statements, whether as a result of new information, future events or otherwise.
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 13, 2024 |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| |
By: |
/s/
William Irby |
| |
Name: |
William
Irby |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
AgEagle
Aerial Systems Regains Compliance with NYSE American Continued Listing Standards
WICHITA,
Kan., November 13, 2024 – AgEagle Aerial Systems Inc. (the “Company”) (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, announced
today that the Company received a notice from the NYSE American LLC (“NYSE American”) on November 6, 2024, advised that the
Company had regained compliance with its continued listing standard set forth in Section 801(h) and Section 803(B(2)(C) of the NYSE American
Company Guide. Specifically, the Company now has at least 50% board independence and two independent audit committee members.
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.
AgEagle
Aerial Systems Contacts
Investor
Relations:
Email:
UAVS@ageagle.com
Media:
Email:
media@ageagle.com
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