AgEagle Aerial Systems Inc 8-K, filed Sep 1, 2020
AgEagle Aerial Systems Inc. (UAVS)
About this 8-K
AgEagle Aerial Systems Inc filed this 8-K on September 1, 2020, reporting on events of August 26, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- 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): August 26, 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))
| 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 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed on the Current Report on Form 8-K filed by AgEagle Aerial Systems Inc.(the “Company”) on April 8, 2020, the Company entered into a Leak-Out Agreement (the “Leak Out Agreement”) with Mr. Bret Chilcott, who at such time was a director and the President of the Company, with respect to the shares he beneficially owns. The restrictions on the disposition of the shares under the Leak Out Agreement was for a period of seven months commencing on April 7, 2020 until November 7, 2020. Thereafter, for a period of an additional six months, Mr. Chilcott was permitted to sell no more than $25,000 per calendar month of shares of Common Stock.
On August 26, 2020, the Company, together with Mr, Chilcott and Alpha Captial Anstalt, who was a party to the Leak Out Agreement, agreed to amend the Leak Out Agreement to change the restrictions on the disposition of Mr. Chilcott’s shares that are subject to the Leak Out Agreement (the “Amended Leak Out Agreement”). The Amended Leak Out Agreement provides that Mr. Chilcott (together with his affiliates) may sell or otherwise dispose of his shares for a period of twelve (12) months commencing on September 7, 2020 (the “Restricted Period”) in an amount representing no more than 50,000 shares per calendar month during the Restricted Period. After the Restricted Period, the restrictions set forth in the Amended Leak Out Agreement cease.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amended Leak Out Agreement, dated August 26, 2020 |
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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: September 1, 2020 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ Nicole Fernandez-McGovern | |
| Name: | Nicole Fernandez-McGovern | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
This amendment to that certain leak-out agreement, dated April 7, 2020 (this “Amendment”) is being delivered to you by the undersigned shareholder of the Company (the “Shareholder”) in connection with an understanding by and between AgEagle Aerial Systems, Inc., a Nevada corporation (the “Company”), and Alpha Capital Anstalt or its assigns (the “Holder”).
Reference is made to that certain leak-out agreement, dated April 7, 2020 (the “Leak-Out Agreement”) by and among the Shareholder, the Company and the Holder. The parties hereto have agreed to amend paragraph 3 of the Leak Out Agreement as follows:
“The Shareholder agrees with the Company and the Holder that, for a period of twelve (12) months commencing on September 7, 2020 (such period, the “Restricted Period”), neither the Shareholder, nor any Affiliate of the Shareholder which has or shares discretion relating to the Shareholder’s investments or trading or information concerning the Shareholder’s investments, including in respect of the shares of Common Stock of the Company(together, the “Shareholder’s Trading Affiliates”), collectively, shall not sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) any shares of Common Stock, or shares of Common Stock underlying any Common Stock Equivalents held by the Shareholder on the date hereof (collectively, the “Restricted Securities”) in an amount representing more than 50,000 Restricted Securities per calendar month. After the Restricted Period, the restrictions set forth in this Amendment shall cease.”
Except for the amendment to paragraph 3 of the Leak-Out Agreement as set forth above, any other terms and conditions set out in the Leak-Out Agreement and not explicitly amended or modified herein, shall remain unchanged and in full force and effect for the duration of the Restricted Period. The Leak-Out Agreement (as amended by this Amendment), sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and there are no restrictions, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof or thereof, other than those expressly set forth in the Leak-Out Agreement (as amended by this Amendment).
The terms of this Amendment shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns.
This Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. This Amendment may be executed and accepted by facsimile or PDF signature and any such signature shall be of the same force and effect as an original signature.
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The parties hereto have executed this Amendment as of the date first set forth above.
“COMPANY”
AGEAGLE AERIAL SYSTEMS INC.
By: /s/ Nicole Fernandez-McGovern
Name: Nicole Fernandez-McGovern
Title: Chief Financial Officer
Agreed to and Acknowledged:
“SHAREHOLDER”
| By: | /s/ Bret Chilcott | |
| Name: Bret Chilcott | ||
| Title: AgEagle Founder | ||
| Email Address: | ||
Agreed to acknowledged:
“HOLDER”
Alpha Capital Anstalt
| By: | /s/ Nicola Feuerstein | |
| Name: Nicola Feuerstein | ||
| Title: Secretary | ||
| Email: | ||