AgEagle Aerial Systems Inc 8-K, filed Jun 10, 2020
AgEagle Aerial Systems Inc. (UAVS)
About this 8-K
AgEagle Aerial Systems Inc filed this 8-K on June 10, 2020, reporting on events of June 8, 2020.
Items reported
- Item 1.02: Ended a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- 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 OF 1934
Date of Report (Date of earliest event reported): June 8, 2020
AGEAGLE AERIAL SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 001-36492 | 88-0422242 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. 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)
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 1.02 Termination of Material Definitive Agreement.
On December 27, 2018, AgEagle Aerial Systems Inc. (the “Company”), entered into a Securities Purchase Agreement with Alpha Capital Anstalt (“Alpha”), pursuant to which the Company issued and sold 2,000 shares of Series D 8% Preferred Stock (the “Original Series D Preferred Stock”) to Alpha (the “Purchase Agreement”). The Original Series D Preferred Stock (i) is non-convertible, (ii) provided for an 8% annual dividend, and (iii) is subject to optional redemption by the Company.
On June 5, 2020, the Company and Alpha entered into a letter agreement whereby they agreed to amend the Original Series D Preferred Stock, as described below in Item 5.03, and to terminate the Purchase Agreement. Alpha is a current holder of less than 10% of the Company’s issued and outstanding common stock, and has no material relationship with the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.
On December 26, 2018, the Corporation filed a Certificate of Designation For Nevada Profit Corporations for the Original Series D Preferred Stock, with the Secretary of State of the State of Nevada (the “Original Series D Preferred Stock Certificate of Designation”).
On June 5, 2020, the Board of Directors of the Company approved an amendment to the Original Series D Preferred Stock Certificate of Designation to, among other things, (i) provide for the ability of the Holder to convert the Original Series D, including all accrued, but unpaid dividends on the Original Series D, into shares of common stock, par value $0.001 per share of the Company, (ii) set a conversion price at $0.54 per share (subject to customary adjustments), and (iii) increase the stated value of the Original Series D from $1,000 to $1,116.67. The Amended and Restated Certificate of Designation of the Series D Preferred Stock was filed with the Secretary of the State of Nevada effective as of June 8, 2020.
The holder of the Original Series D approved the amendment to the Original Series D. There is no class or series of stock which is senior to the Original Series D as to the payment of distributions upon dissolution of the Company, and therefore the approval of any other class or series of stock of the Company to the amendments to the Original Series D Preferred Stock Certificate of Designation is not required pursuant to Nevada law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Designation of the Series D Convertible Preferred Stock | |
| 10.1 | Letter Agreement between the Company and Alpha Capital Anstalt |
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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.
| Dated: June 9, 2020 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ Nicole Fernandez-McGovern | |
| Name: | Nicole Fernandez-McGovern | |
| Title: | Chief Financial Officer | |
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Exhibit 3.1
June 5, 2020
Alpha Capital Anstalt
Lettstrasse 32
9490 Vaduz, Liechtenstein
Dear Sirs:
Reference is made to that certain Securities Purchase Agreement, dated as of December 27, 2018, by and between AgEagle Aerial Systems Inc., a Nevada corporation (“AgEagle”) and Alpha Capital Anstalt (the “Alpha”), pursuant to which AgEagle issued and sold 2,000 shares of Series D 8% Preferred Stock (the “Series D Preferred Stock”) to Alpha (the “Purchase Agreement”). On December 26, 2018, AgEagle filed a Certificate of Designation For Nevada Profit Corporations, which set forth the rights, preferences, privileges and restrictions of the Series D Preferred Stock.
Alpha has requested, and AgEagle has agreed, to amend the Series D Preferred Stock so that it shall be convertible, at the option of Alpha, into shares of AgEagle’s common stock, par value $0.001 per share (the “Common Stock”) from time to time, and shall no longer continue to accrue dividends. AgEagle and Alpha have agreed that (i) the conversion price of the Series D Preferred Stock shall be $0.54 (subject to adjustment) (the “Conversion Price”), and (ii) all accrued, but unpaid dividends of that Series D Preferred Stock in the amount of $233,333.33 shall be added to increase the Stated Value of the Series D Preferred Stock from $1,000 to $1,116.67. AgEagle has received the approval of its Board of Directors to amend and restate the Certificate of Designation to amend the terms of the Series D Preferred Stock (the “Amended and Restated Certificate of Designation”) as set forth above. Upon the filing of the Amended and Restated Certificate of Designation with the Secretary of State of the State of Nevada, the Purchase Agreement shall terminate and no longer be in full force and effect. AgEagle acknowledges and agrees that no additional consideration has been given by Alpha for this amendment, and that Alpha’s holding period for the Series D Preferred Stock remains December 27, 2018, and that, subject to any changes to applicable law or regulation subsequent to the date of this letter, any shares of Common Stock issuable upon any future conversion of any shares of the Series D Preferred Stock shall be issued without restrictive legend.
The foregoing sets forth all of the agreed upon terms for the amendment to the Series D Preferred Stock. By signing below you acknowledge and agree that you are in agreement with the terms of this letter agreement.
[Signature Page to AgEagle Series D Side Letter]
Sincerely,
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | /s/ Nicole Fernandez – McGovern | |
| Name: | Nicole Fernandez – McGovern | |
| Title: | Chief Financial Officer | |
| ACKNOWLEDGED AND AGREED: | ||
| ALPHA CAPITAL ANSTALT | ||
| By: | /s/ Nicola Feuerstein | |
| Name: | Nicole Feuerstein | |
| Title: | Secretary | |
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