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): December 20, 2024

AGEAGLE

AERIAL SYSTEMS INC.

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On December 20, 2024, AgEagle Aerial Systems Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation of the Company (the “Certificate of Amendment”), which was approved by the Company’s shareholders at the Company’s special meeting of shareholders (the “Special Meeting”) held on December 20, 2024. The Certificate of Amendment increases the Company’s authorized common stock, par value $0.001 (the “Common Stock”), from 5,000,000 to 200,000,000 (the “Articles Amendment”). The Articles Amendment became effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada.

This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein. A more complete description of the foregoing amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 19, 2024.

The Company held the Special Meeting on December 20, 2024. As of the record date, November 8, 2024, there were a total of 3,554,096 shares of Common Stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 2,511,203 shares of Common Stock were represented in person (virtually) or by proxy; therefore, a quorum was present. The final voting results for the matters submitted to a vote of shareholders were as follows:

Proposal No. 1 – Amendment to our Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock

To approve the Articles Amendment:

Proposal No. 2 – Approval of the Issuance of Shares of our Common Stock Representing More than 20% of our Common Stock Outstanding Upon Conversion of the Convertible Note in Accordance with NYSE American Rule 713(a)(ii) (the “Stock Issuance Proposal”)

To approve the Stock Issuance Proposal:

Proposal No. 3 – The Adjournment Proposal

To approve the Adjournment Proposal:

(d) Exhibits.

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.

Exhibit3.1