AgEagle Aerial Systems Inc 8-K, filed Jun 12, 2025
AgEagle Aerial Systems Inc. (UAVS)
About this 8-K
AgEagle Aerial Systems Inc filed this 8-K on June 12, 2025, reporting on events of June 6, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 3.02 | Unregistered Sale of Equity Securities |
Sale of Series F Convertible Preferred Stock
As previously reported on a Current Report on Form 8-K filed on June 30, 2022, AgEagle Aerial Systems Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 26, 2022 (the “Original SPA”), as subsequently amended by the Series F SPA Amendment Agreement dated February 8, 2024 and the Series F SPA Amendment Agreement dated July 25, 2024 (the “Series F Amendment Agreements”, and together with the Original SPA, the “SPA”), with Alpha, pursuant to which Alpha Capital Anstalt (“Alpha”) purchased 10,000 shares of the Company’s Series F 5% Convertible Preferred Stock (the “Series F Preferred Stock”) and a warrant to purchase 5,212,510 shares of the Company’s Common Stock. Pursuant to the terms of the SPA, Alpha had the right to purchase up to an aggregate of $25,000,000 stated value of the Series F Preferred Stock and accompanying warrants (the “Additional Investment Right”), at a purchase price equal to the volume-weighted average prices (“VWAPs”) of the Company’s common stock for three trading days prior to the date Alpha gives notice to the Company that it will exercise its Additional Investment Right.
On June 6, 2025, Alpha exercised its Additional Investment Right for the aggregate purchase of 500 shares of Series F Preferred Stock convertible into 418,831 shares of Common Stock, in the aggregate, at a conversion price of $1.1938 and warrants to purchase up to 418,831 shares of Common Stock at an exercise price of $1.1938 per share for an aggregate purchase price of $500,000. The Warrants will be immediately exercisable upon issuance and have a three-year term.
On June 9, 2025, Alpha exercised its Additional Investment Right for the aggregate purchase of 1,000 shares of Series F Preferred Stock convertible into 838,864 shares of Common Stock, in the aggregate, at a conversion price of $1.1928 and warrants to purchase up to 838,864 shares of Common Stock at an exercise price of $1.1928 per share for an aggregate purchase price of $1,000,000. The Warrants will be immediately exercisable upon issuance and have a three-year term.
The Series F Preferred Stock and Warrants are being issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
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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: June 12, 2025 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ Alison Burgett | |
| Name: | Alison Burgett | |
| Title: | Chief Financial Officer | |
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