AgEagle Aerial Systems Inc 8-K, filed Mar 12, 2020
AgEagle Aerial Systems Inc. (UAVS)
About this 8-K
AgEagle Aerial Systems Inc filed this 8-K on March 12, 2020, reporting on events of March 6, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): March 6, 2020
AGEAGLE AERIAL SYSTEMS INC.
(Exact name of registrant as specified in charter)
| Nevada | 3721 | 88-0422242 |
| (State of Incorporation) | (Primary Standard Industrial Classification Code Number.) | (IRS Employer Identification No.) |
117 S. 4th Street
Neodesha,
Kansas 66757
(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))
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 Stock | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 6, 2020, AgEagle Aerial Systems Inc. (the “Company”), received notification from Mr. Barrett Mooney that he is tendering his resignation as Chief Executive Officer of the Company. The board of directors (the “Board”) and Mr. Mooney have reached a mutual agreement that he will continue in his role as Chief Executive Officer for an additional sixty (60) days through May 5, 2020 (the “Transition Period”) during which time the Company shall begin its executive search for his replacement.
On March 6, 2020, the Company also received notification from Mr. Bret Chilcott that he is tendering his resignation as President of the Company and as Chairman of the Board. The Board and Mr. Chilcott have reached a mutual agreement that he will continue in his roles as President and Chairman during the Transition Period. Thereafter, Mr. Chilcott will no longer continue as an officer or director of the Company, but will be an employee of the Company and will advise the Company for a period of 12 months after the Transition Period to help ensure a seamless leadership transition. At the end of such 12-month period it is Mr. Chilcott’s intention to retire.
It was also agreed that after the Transition Period, Mr. Mooney would continue with the Company in the role as Chairman of the Board to replace Mr. Chilcott for a period of 12 months.
The Compensation Committee of the Board and each of Messrs. Mooney and Chilcott are currently in discussions concerning compensation during the Transition Period and in their new roles thereafter. The Company will file an amendment to this Current Report on Form 8-K at such time as compensation has been finalized.
The Company has engaged the firm of Hobbs & Towne, Inc. (HTI) to assist in the executive search. HTI has recruited executives across some of the most important and impactful technology categories, including but not limited to Aerospace, Agriculture, AI, Bio & Medical, Data Science, Energy, Food, IoT, Mobility, Robotics and Sustainability.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | AgEagle Aerial Systems, Inc. Press Release, dated March 12, 2020. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | /s/ Barrett Mooney | |
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
Dated: March 12, 2020
3
Exhibit 99.1
AgEagle Aerial Systems Announces Executive Leadership Changes
NEODESHA, Kan. – March 12, 2020 – (GLOBE NEWSWIRE) – AgEagle Aerial Systems Inc. (NYSE American: UAVS), an industry leading provider of advanced aerial imagery and data collection and analytics solutions, today announced that the Company’s current Chief Executive Officer Barrett Mooney will be replacing Company founder Bret Chilcott as Executive Chairman of the Board effective as of May 5, 2020. Chilcott, who also currently serves as President, will resign as Chairman and President, but remain as an employee of AgEagle and trusted advisor to AgEagle’s leadership team for a period of 12 months thereafter to help ensure a seamless leadership transition. After which, it is Chilcott’s intention to formally retire from AgEagle.
Mooney will continue to serve as Chief Executive Officer until the date he assumes the Chairmanship at which time he will resign as CEO. Mooney will remain as Chairman for a period of 12 months. To assist AgEagle in its search for a new CEO to replace Mooney, the Company has engaged the firm of Hobbs & Towne, Inc. (HTI). Founded in 1997, HTI has been dedicated to supporting and transforming the most innovative technology companies around the world. Partnering with venture capital, private equity and family office investors, as well as large, global companies, HTI has recruited across some of the most important and impactful technology categories, including but not limited to Aerospace, Agriculture, AI, Bio & Medical, Data Science, Energy, Food, IoT, Mobility, Robotics and Sustainability.
“In order to ensure that AgEagle realizes its full and compelling growth potential, it is essential that we have the right infrastructure and the right human resources in the roles where proven skillsets can be properly focused and optimized. We believe that these changes to our leadership line-up will best support our long-term growth and value-creation objectives. Though Bret will remain an important member of the AgEagle operational team until his retirement, I would like to use this opportunity to express our deepest appreciation and gratitude for his service as our Founder, President and Chairman of the Board, whereas he has helped AgEagle to establish a culture centered on innovation and excellence,” noted Mooney.
Continuing, Mooney added, “We also look forward to working in close collaboration with Hobbs & Towne to quickly find an accomplished executive capable of taking hold of AgEagle’s reins as CEO and propelling our Company to market dominance on an accelerated basis.”
Following the filing of AgEagle’s 2019 year-end results, the Company’s management team will host a public conference call and webcast on the morning of Tuesday, March 31, 2020 to discuss the financial results and key corporate developments, including the leadership changes. Details for accessing the conference call and webcast will be forthcoming within the next two weeks.
About AgEagle Aerial Systems, Inc.
Founded in 2010 and based in Neodesha, Kansas, AgEagle has earned distinction as one of the industry's leading pioneers of technologically advanced aerial imagery-based data collection and analytics solutions. We are trusted to help the world's growers, consumer packaged goods companies and their supply chain partners, and urban green managers proactively assess and manage the health of commercial crops and green infrastructure, reduce the chemicals in produced foods and products and preserve and protect natural resources. In addition, we are at the leading edge of providing state and territorial departments of agriculture, growers and processors with registration, oversight, compliance/enforcement, and reporting solutions relating to the United States' emerging hemp cultivation industry. For more information, please visit www.ageagle.com.
Contacts:
Gateway Investor Relations
Cody Slach
Sean Mansouri
Phone: 949-574-3860
Email: UAVS@gatewayIR.com