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 1934
Date of Report (date of earliest event reported): February 3, 2023
| AGEAGLE AERIAL SYSTEMS INC. | ||
|---|---|---|
| (Exact name of registrant as specified in charter) | ||
| Nevada | 001-36492 | 88-0422242 |
| --- | --- | --- |
| (State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
8833 E. 34th Street North
Wichita, Kansas 67226
(Address Of Principal Executive Offices) (Zip Code)
620-325-6363
(Registrant’s Telephone Number, Including Area Code)
_____________________________________________________
(Former Name or Former Address, is 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 (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<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
| --- | --- | --- |
| Common Stock | UAVS | NYSE American LLC |
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 5.07 Submission of Matters to a Vote of Security Holders.
On February 3, 2023, AgEagle Systems Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) to vote on the following matters:
1. Approval of the issuance of shares of the Company’s Common Stock, representing more than 20% of the Company’s Common Stock upon the purchase of series F convertible preferred stock, par value $0.001 per share (the “Series F Convertible Preferred Stock”) convertible into shares of Common Stock and warrants exercisable for shares of Common Stock (the “Warrants”), in accordance with NYSE American Rule 713(a)(ii) (the “Shares Issuance Proposal”).
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 6,644,829 | 5,004,537 | 385,011 | 22,108,559 |
2. Approval of a reverse stock split of the Common Stock in the range of one share of Common Stock for every three shares of Common Stock to one share for every eight shares of Common Stock, with the final ratio to be determined by the Company’s board of directors (the “Reverse Stock Split Proposal”).
| For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|
| 22,531,307 | 11,297,538 | 314,091 | 0 |
Since the approval of the Reverse Stock Split Proposal required the affirmative vote of a majority of shares issued and outstanding, and the Company has not obtained the requisite vote for approval of the Reverse Stock Split Proposal, the only proposal adopted by the shareholders at the Special meeting was the Shares Issuance Proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated February 7, 2023 |
| 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.
| AGEAGLE AERIAL SYSTEMS, INC. | |
|---|---|
| By: | /s/ Nicole Fernandez-McGovern |
| Name: | Nicole Fernandez-McGovern |
| Title: | Chief Financial Officer |
Dated: February 7, 2023
| 3 |
|---|
uavs_ex991.htm EXHIBIT 99.1
AgEagle Announces Voting Results of Special Meeting of Shareholders Held on Friday, February 3, 2023
Company Reports No Reverse Stock Split at this Time
WICHITA, Kan. – February 7, 2023 – (ACCESSWIRE) – AgEagle Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry-leading provider of full stack flight hardware, sensors and software for commercial and government/defense use, today announced the voting results of its Special Meeting of Shareholders (“Special Meeting”) held on February 3, 2023.
At the Special Meeting, shareholders approved the proposal to provide for the issuance of shares of the Company’s Common Stock representing more than 20% of the Common Stock outstanding upon the purchase of the Company’s Series F Convertible Preferred Stock, convertible into shares of Common Stock and warrants exercisable for shares of Common Stock.
The Company did not obtain the number of votes required from the shareholders to approve the proposal to reverse split the Common Stock. Therefore, there will be no reverse stock split at this time.
Barrett Mooney, Chairman and Chief Executive Officer of AgEagle, noted, ”We are very pleased to have won the support and approval from our shareholders on the proposal for share issuance, giving our Company the ability to raise additional capital as we continue to execute our business plan and growth strategies.”
For further details relating to the vote results of the Special Meeting, please refer to the Form 8-K to be filed with the U.S. Securities and Exchange Commission later today and found at www.sec.gov.
About AgEagle 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 drone solutions for customers worldwide in the energy, construction, agriculture, and government verticals. For additional information, please visit our website at www.ageagle.com .
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition, and stock price. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to our competitive position, the industry environment, potential growth opportunities, and the effects of regulation and events outside of our control, such as natural disasters, wars, or health epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.
AgEagle Aerial Systems Contacts:
| Media:<br> <br>Email: media@ageagle.com |
|---|
Investor Relations:
Gateway Investor Relations
Matt Glover or Cody Cree
Phone: 949-574-3860
Email: UAVS@gatewayIR.com