8-K

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): February 6, 2026

AGEAGLE

AERIAL SYSTEMS INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-36492	88-0422242
(Commission<br> File Number)	(IRS<br> Employer Identification No.)
8201<br> E. 34th Street N, Suite 1307<br><br> <br>Wichita,<br> Kansas	67226
---	---
(Address of principal executive<br> offices)	(Zip 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under 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. ☐

Item1.01 Entry into Material Definitive Agreement.

As previously disclosed, on November 5, 2025, AgEagle Aerial Systems Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors party thereto (the “Purchasers”), pursuant to which, subject to the terms and conditions set forth therein, the Company agreed to issue and sell to the Purchasers an aggregate of up to 100,000 shares of the Company’s Series G Convertible Preferred Stock, $0.001 par value per share (the “Series G Preferred Stock”).

On February 6, 2026, the Company and the Purchasers, entered into that certain Amendment to Securities Purchase Agreement, pursuant to which, the Purchase Agreement was amended to, among other things, change the time when the Purchasers may elect to purchase Additional Preferred Shares (as defined in the Purchase Agreement) from every thirty-one trading days to any time, provided that each such purchase shall be in a minimum amount of $2,000,000.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
10.1	Amendment to Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the Purchases
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGEAGLE AERIAL SYSTEMS INC.
Date:<br> February 6, 2026	By:	/s/ Alison Burgett
		Alison<br> Burgett
		Chief<br> Financial Officer

Exhibit10.1

AmendmentTO SECURITIES PURCHASE AGREEMENT

This Amendment (this “Amendment”), dated as of February 6, 2026, is by and between AgEagle Aerial Systems Inc. (the “Company”), and the investors listed on the signature page attached hereto (each, an “Investor” and collectively, the “Investors”), and amends that certain Securities Purchase Agreement, dated as of November 5, 2025 (the “Purchase Agreement”), by and between the Company and the purchasers signatory thereto (the “Purchasers”).

WITNESSETH

Whereas, the Company and the Investors are party to the Purchase Agreement, pursuant to which the Company issued to the Investors shares of the Company’s G Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), the terms of which are set forth in the Certificate of Designations for the Series G Convertible Preferred Stock (the “Certificate of Designations” and, together with the Purchase Agreement, the “Transaction Documents”) to purchase shares of the Company’s common stock, par value $0.001 per share;

WHEREAS, pursuant to Section 5.5 of the Purchase Agreement, the Purchase Agreement may be amended by a written instrument executed by the Company and the Purchasers which purchased at least 67% in interest of the Preferred Stock based on the initial subscription amounts thereunder;

WHEREAS, the Investors collectively purchased at least 67% in interest of the Preferred Stock based on the initial subscription amounts under the Purchase Agreement; and

Whereas, the Investors and the Company desire to amend certain provisions of the Purchase Agreement as set forth herein.

Now, therefore, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:

1.	Amendment.<br> Section 2.2 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

Following the receipt by the Company of the Stockholder Approval, at any time and from time to time until the earlier of (i) 13-month anniversary of the Company’s receipt of Stockholder Approval or (ii) with respect to each Purchaser, such date on which such Purchaser purchases the entirety of its pro rata portion of its aggregate Additional Subscription Amount, the Purchasers (pro rata by initial Subscription Amounts) shall each, severally and not jointly, have the right to purchase Additional Preferred Shares from the Company, in such amounts elected from time to time by the Purchasers, provided that each Purchaser shall purchase such Additional Preferred Shares in a minimum amount of $2,000,000 of aggregate Stated Value of the Additional Preferred Shares at each Additional Closing, up to a total aggregate additional Stated Value of Additional Preferred Shares equal to $88,000,000 (in addition to the $12,000,000 of aggregate Stated Value of the Initial Preferred Shares) (the amount subscribed for at each Additional Closing, the “Additional Subscription Amount”). The parties acknowledge and agree that the expectation is for the Purchasers to purchase an aggregate of $10,000,000 of aggregate Stated Value of the Additional Preferred Shares on each Additional Closing Date and the parties shall work together in good faith towards the Purchasers’ subscription for such Additional Preferred Shares pursuant to the terms herein; provided, that, the foregoing shall not constitute a binding obligation by the Purchasers to purchase any Additional Preferred Shares. Each Purchaser shall give the Company prior written notice of its intention to purchase Additional Preferred Shares. Upon each issuance of the Additional Preferred Shares, the Conversion Price of the Preferred Stock shall be reduced to equal the lower of (i) the Conversion Price on the Trading Day immediately prior to the issuance of such Additional Preferred Shares, and (ii) 25% of the “Minimum Price” (as defined in Section 713(c) of the NYSE American LLC Company Guide) on the Trading Day immediately prior to the issuance of such Additional Preferred Shares, provided that, the Conversion Price shall not be less than $1.00, subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions following the date hereof (the “Floor Price Condition”); provided further that, the Company may waive, in its sole discretion, the Floor Price Condition. Each subsequent Additional Closing shall otherwise be subject to the satisfaction or waiver of the conditions set forth in Sections 2.4 and 2.6.

2.	Counterparts;<br> Facsimile Execution. This Amendment may be executed in one or more counterparts (including<br> by electronic mail, in PDF or by DocuSign or similar electronic signature), all of which<br> shall be considered one and the same agreement and shall become effective when one or more<br> counterparts have been signed by each of the parties and delivered to the other parties.<br> Counterparts may be delivered via facsimile, electronic mail (including any electronic signature<br> covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic<br> Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission<br> method and any counterpart so delivered shall be deemed to have been duly and validly delivered<br> and be valid and effective for all purposes.
3.	Governing<br> Law. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS<br> REGARDING GOVERNING LAW SET FORTH IN THE Purchase AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED<br> HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.
---	---
4.	Terms<br> and Conditions of the Transaction Documents. Except as modified and amended herein, all<br> of the terms and conditions of the Transaction Documents shall remain in full force and effect.
---	---

[Signaturepages follow immediately.]

[SignaturePage to Amendment]

In witness whereof, the undersigned has executed and delivered this Amendment as of the date first above written.

Company:
AgEagle Aerial Systems Inc.
By:	/s/<br> Alison Burgett
Name:	Alison Burgett
Title:	Chief Financial Officer

[SignaturePage to Amendment]

In witness whereof, the undersigned has executed and delivered this Amendment as of the date first above written.

Name of Investor: Alpha Capital Anstalt
By:	/s/<br> Nicola Feuerstein
Name of signatory: Nicola Feuerstein
Title:	Director

[SignaturePage to Amendment]

In witness whereof, the undersigned has executed and delivered this Amendment as of the date first above written.

Name of Investor: SEG Opportunity Fund, LLC
By:	/s/<br> Joseph Reda
Name of signatory: Joseph Reda
Title:	Manager