8-K
AgEagle Aerial Systems Inc. (UAVS)
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): August 15, 2025
AGEAGLE
AERIAL SYSTEMS INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-36492 | 88-0422242 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 8201 E. 34th Street N, Suite 1307, Wichita, Kansas | 67226 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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<br> Stock | UAVS | NYSE<br> 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 2.02 | Results of Operations and Financial Condition |
|---|
On August 15, 2025, AgEagle Aerial Systems, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
The following exhibits are being furnished herewith:
(d) Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 10.1 | Press Release, dated August 15, 2025 (furnished herewith) |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
| --- |
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:<br> August 15, 2025 | AGEAGLE AERIAL SYSTEMS INC. | |
|---|---|---|
| By: | /s/ Alison Burgett | |
| Name: | Alison<br> Burgett | |
| Title: | Chief<br> Financial Officer |
| 3 |
| --- |
Exhibit10.1
AgEagleAerial Systems Reports Second Quarter Fiscal Year 2025 Financial Results
Financialperformance highlighted by 92% increase in drone sales, continued margin improvement, and significant reduction in net loss
WICHITA, Kan., August 15, 2025 — AgEagle Aerial Systems Inc. (NYSE: UAVS), a leading provider of best-in-class unmanned aerial systems (UAS) and sensors for military, public safety, and commercial use, announces its financial results for the first quarter ended June 30, 2025, highlighted by continued revenue growth, margin improvement, and a significant reduction in net loss.
FinancialHighlights for the Quarter Ended June 30, 2025
| ● | Net<br> income was $5.78 million, compared to a net loss of $9.24 million in Q2 2024, reflecting<br> an income increase of 162.5%. The increase in net income was primarily attributable to the<br> gain on change in fair value of our outstanding warrant liabilities and reductions of costs<br> related to general and administrative, research and development, and sales and marketing |
|---|---|
| ● | Gross<br> profit was $2.34 million, up 50.5% from $1.55 million in Q2 2024 |
| ● | Gross<br> margin was 55.7%, compared to 45.8% in Q2 2024 |
| ● | Loss<br> from operations in Q2 2025 was $1.28 million, a decrease of $1.65 million, or 56.3%, as compared<br> to $2.93 in Q2 2024 |
| ● | Operating<br> expenses were $4.41 million, up 3.5% year-over-year, reflecting higher sales and marketing<br> investments partially offset by reduced R&D and cost discipline in G&A |
| ● | Drone<br> sales revenue was $2.9 million, up 92% from $1.5 million in Q2 2024 |
| ● | Revenue<br> in Q2 2025 was $4.2 million, up 23.7% compared to $3.39 million in Q2 2024, representing<br> a $1.4 million increase in drone sales offset by expected seasonality in sensor sales and<br> discontinuation of SaaS operations |
| ● | Cash<br> as of June 30, 2025, was $5.5 million, up 52.3% from $3.6 million at December 31, 2024 |
AgEagle CEO Bill Irby commented, “During the second quarter, we delivered strong top-line growth, expanded gross margins, and improved profitability. Our results underscore accelerating global demand for our drone products and the inherent scalability of our business model. We remain focused on disciplined execution, expanding adoption of our drone solutions in both domestic and international markets, while prioritizing higher-margin opportunities and sustained product innovation. With a strengthened balance sheet, enhanced operational efficiencies, and a sharper commercial focus, we are confident in our position to translate this momentum into durable growth and long-term shareholder value creation.”
For additional information, please review the full quarterly report on www.ageagle.com or visit the SEC’s EDGAR database.
AboutAgEagle 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.
Forward-LookingStatements
Certain statements in this press release may constitute “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 press release are forward-looking statements. Forward-looking statements contained in this press release 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 AgEagle’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including risks related to future financial and operating results, the timing and fulfilment of current and future purchase orders relating to AgEagle’s products, the success of new programs and software updates, the ability to implement a new strategic plan and the success of a new strategic plan. 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 AgEagle in general, see the risk disclosures in the Annual Report on Form 10-K of AgEagle for the year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by AgEagle. All such forward-looking statements speak only as of the date they are made, and AgEagle undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
MediaContact
Andy Woodward
+1 (469) 451-2344
Andy.woodward@ageagle.com
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Email: UAVS@ageagle.com