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):
December 6, 2022
AGEAGLE
AERIAL SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 001-36492 | 88-0422242 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8833E. 34th Street North
Wichita, Kansas
67226
(Address of Registrant’s Principal Executive Office, Including 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
| --- | --- | --- |
| Common<br> Stock, par value $0.01 per share | 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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
|---|
On December 6, 2022, the board of the directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”) appointed Kelly J. Anderson as a Board member to fill the vacancy on the Board created by Luisa Ingargiola’s recent resignation, effective December 5, 2022. Ms. Anderson qualifies as an independent director under the corporate governance standards of the NYSE American and meets the financial sophistication requirements of the NYSE American. She also meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Also effective on December 5, 2022, Ms. Anderson was appointed to the Company’s Compensation Committee and Nominating and Corporate Governance Committee and was appointed to chair the Company’s Audit Committee.
As compensation for services as an independent director, Ms. Anderson shall receive:
| · | An<br> annual cash fee of $60,000, payable quarterly; and |
|---|---|
| · | A<br> quarterly grant of 25,000 stock options with an exercise price at the current market price of the Company’s<br> common stock at the time of issuance (the “Quarterly Options”). The Quarterly Options are exercisable<br> for a period of five years from the date of grant and vest in equal quarterly installments over a period<br> of two years from the date of grant. |
Item9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Director Offer Letter, dated December 6, 2022 |
| 99.1 | Press Release, dated December 7, 2022 |
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: December 7, 2022
| AGEAGLEAERIAL SYSTEMS INC. | |
|---|---|
| By: | /s/<br>Nicole Fernandez-McGovern |
| Name: | Nicole Fernandez-McGovern |
| Title: | Chief Financial<br>Officer |
Exhibit 10.1
****
****
Exhibit99.1
AgEagleAnnounces Appointment of Kelly Anderson, CPA to the Board of Directors
WICHITA,Kan. – December 7, 2022 – (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 appointment of Kelly Anderson, CPA as a new independent member of AgEagle’s Board of Directors, effective today, December 5, 2022. Anderson will also serve as Chairperson of the Audit Committee and as a member of both the Compensation Committee and Nominating and Corporate Governance Committee of the Board, effective December 5, 2022.
“We are very pleased to welcome Kelly to the AgEagle Board,” stated Barrett Mooney, Chairman and CEO of AgEagle. “Her deep operating expertise and 25+ years of experience in public company finance, accounting and corporate governance make her an ideal addition to our Board. We fully expect that she will prove to be invaluable to AgEagle as we continue to expand our leadership position in the global autonomous robotics industry.”
Over the course of her career holding key financial leadership positions, Anderson has had a material impact on companies ranging in size from $5 million to $8 billion in annual revenues. She has successfully completed IPOs, up-listings and reverse merger go-public transactions; executed and integrated hundreds of mergers and acquisitions; and led capital formation efforts that have yielded hundreds of millions of dollars via equity and debt transactions.
Anderson currently serves as CEO of CXO Executive Solutions, a specialized executive talent solutions company she founded in 2020. She was previously a partner in C Suite Financial Partners, a financial consulting firm serving private, private equity, entrepreneurial, family office and government-owned firms across the entertainment, aerospace/defense, Software-as-a-Service and manufacturing industries. Anderson previously served in senior financial executive posts at notable companies, including Mavenlink (now known as Kantata), Ener-Core (OTC: ENCR), Fisker Automotive (NYSE:FSR), T3 Motion and The First American Corporation (NYSE: FAF). Anderson also currently serves as a member of the Board of Directors of Tomi Environmental Solutions (Nasdaq: TOMZ) and Concierge Technologies and has previously held board seats at Guardion Health Sciences (Nasdaq: GHSI) and Psychic Friends Network (OTC:PTOP). She is a Certified Public Accountant in California and graduated from California State University, Fullerton with a Bachelor of Arts degree in Business Administration.
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 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-LookingStatements
Thispress release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect ourbusiness, operating results, financial condition, and stock price. Factors that could cause actual results to differ materially frommanagement’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, orhealth epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-lookingstatements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on whichany such statement is based, except as required by law.
AgEagleAerial Systems Contacts:
InvestorRelations:
Gateway Investor Relations
Matt Glover or Cody Cree
Phone: 949-574-3860
Email: UAVS@gatewayIR.com
Media:
Email: media@ageagle.com