Executive Change · Material Agreement

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 18, 2022   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 Registrant’s Principal Executive Office, Including Zip Code)   (620) 325-6363 (Registrant’s Tele phone 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On November 18, 2022, Luisa Ingargiola resigned as a director, a member of the compensation committee and nominating and corporate governance committee, and the chair of the audit committee of AgEagle Aerial Systems Inc. (the “Company”), effective immediately. Ms. Ingargiola’s resignation from the Company’s board of directors (the “Board”) was not a result of any disagreement with management or any matter relating to the Company’s operations, policies of practices. The Company is now seeking a new director who will qualify as an independent director under the corporate governance standards of the NYSE American and meets the financial sophistication requirements of the NYSE American, as well as meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K.         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 23, 2022      AGEAGLE AERIAL SYSTEMS INC.         By: /s/ Nicole Fernandez-McGovern   Name: Nicole Fernandez-McGovern   Title: Chief Financial Officer