Material Agreement · Results of Operations

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): December 6, 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.)   117 S. 4 th Street     Neodesha , Kansas   66757 (Address of Principal Executive Offices)   (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 1.01 Entry into a Material Definitive Agreement   On December 6, 2022, AgEagle Aerial Systems Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) which is an existing shareholder of the Company. Pursuant to the terms of the Agreement, the Company has agreed to issue to the Investor (i) an 8% original issue discount promissory note (the “Note”) in the aggregate principal amount of $3,500,000, and (ii) a common stock purchase warrant (the “Warrant”) to purchase up to 5,000,000 shares of the Company’s common stock (the “Shares”) at an exercise price of $0.44 per share, subject to standard anti-dilution adjustments. The Note is an unsecured obligation of the Company. It has an original issue discount of 4% and bears interest at 8% per annum. The Warrant is not exercisable for the first six months after issuance and has a five-year term from the exercise date. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, such document.   Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On December 6, 2022, the Company issued to the Investor the Note which has an original issue discount of 4% and bears interest at 8% per annum. The Note is an unsecured obligation of the Company. The unpaid principal amount of the Note will become due on the earlier of December 31, 2024 (the “Maturity Date”) and the occurrence of an Event of Default (as defined in the Note). Beginning June 1, 2023 and on the first business day of each month thereafter, the Company shall pay 1/20 th of the original principal amount of the Note plus any accrued but unpaid interest, with any remaining principal plus accrued interest payable in full upon the Maturity Date. In addition, to the extent the Company raises any equity capital (by private placement, public offering or otherwise), the Company shall utilize 50% of the net proceeds from such equity financing to prepay the Note, within two business days of the Company’s receipt of such funds. In the event such equity financing is provided by the Investor, pursuant to the terms of that certain Securities Purchase Agreement, dated as June 26, 2022, or otherwise (an “Additional Investment”), the Investor shall agree to accept 50% less warrant coverage in connection with such Additional Investment, up to $3,300,000 of such Additional Investment. A copy of the Note is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing summary of the terms of the Note is subject to, and qualified in its entirety by, such document.   Item 3.02 Unregistered Sales of Equity Securities   On December 6, 2022, the Company issued and sold to the Investor the Warrant to purchase up to 5,000,000 shares of the Company’s common stock (the “Shares”) at an exercise price of $0.44 per share, subject to adjustments pursuant to the Purchase Agreement. The Warrant is not exercisable for the first six months after issuance and has a five-year term from the exercise date. If at the time of the exercise, there is no effective registration statement registering, or the prospectus contained therein, is not available for the issuance of the Shares, then the Warrant may be exercised, in whole or in part, by means of a “cashless exercise.” The Shares issuable to the Investor upon exercise of the Warrant will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder. Neither the Shares nor the Warrant has been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. A copy of the Warrant is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing summary of the terms of the Warrant is subject to, and qualified in its entirety by, such document.         Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.    Description 4.1   Common Stock Purchase Warrant, dated December 6, 2022 10.1   Securities Purchase Agreement, dated December 6, 2022 10.2   8% Original Issue Discount Promissory Note, dated December 6, 2022         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: December 6, 2022      AGEAGLE AERIAL SYSTEMS INC.         By: /s/ Nicole Fernandez-McGovern   Name: Nicole Fernandez-McGovern   Title: Chief Financial Officer