Material Agreement

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 5, 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.)   8863 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   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 1.01 Entry into a Material Definitive Agreement   As previously disclosed in a Current Report on Form 8-K filed on December 6, 2022, AgEagle Aerial Systems Inc. (the “Company”) and Alpha Capital Anstalt (the “Investor”), an institutional investor and existing shareholder of the Company, entered into a Securities Purchase Agreement pursuant to which the Company issued to the Investor an 8% original issue discount promissory note (the “Note”) in the aggregate principal amount of $3,500,000. As disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company and the Investor entered into a Note Amendment Agreement on August 14, 2023 (the “Note Amendment Agreement”) increasing the principal amount of the Note to $4,095,000, and modifying the timing of, and cure periods for, an Event of Default (defined in the Note) under the Note.   The foregoing description of the Note Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the Note Amendment Agreement, filed as Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2023 and incorporated by reference herein.   On October 5, 2023, the Company and the Investor entered into a Second Note Amendment Agreement (the “Second Amendment”), which provides for the following:(i) the Deferred Payments (defined in the Note Amendment Agreement) shall be due and payable on December 15, 2023; (ii) the Amortization Payments (defined in the Note) scheduled for September 15, 2023, October 1, 2023, and November 1, 2023 shall be deferred and made part of the Amortization Payments commencing in January 2024; and (iii) 50% of any net proceeds above $2,000,000 from any equity financing between the date of the Second Amendment and December 15, 2023, shall be used to prepay the Note. The Second Amendment also partially waives the Event of Default in Section 3 (a)(vii) of the Note as a result of the resignation of a majority of the officers listed therein.   The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Note Amendment Agreement, filed as Exhibit 10.1 to this Current Report and incorporated by reference herein.   I tem 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.   Description       10.1   Second Note Amendment Agreement dated October 5, 2023 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)         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: October 6, 2023     AGEAGLE AERIAL SYSTEMS INC.         By: /s/ Barrett Mooney   Name: Barrett Mooney   Title: Chief Executive Officer