UAVS AgEagle Aerial Systems Inc

 

 

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): October 22, 2024

 

AGEAGLE AERIAL SYSTEMS INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada		001-36492		88-0422242
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

8201 E. 34th Cir N, Suite 1307, Wichita, Kansas		67226
(Address of principal executive offices)		(Zip Code)

 

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:

 

☐	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 (§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. ☐

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On October 22, 2024, AgEagle Aerial Systems Inc. (the “Company”) issued a press release highlighting certain corporate actions taken to position the long-term shareholder value of the Company. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in this Current Report on Form 8-K, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated October 22, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: October 22, 2024	AGEAGLE AERIAL SYSTEMS INC.
	By:	/s/ William Irby
	Name:	William Irby
	Title:	Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

AgEagle Aerial Systems CEO Issues Letter to Shareholders Highlighting Corporate Actions to Position the Company for Long-Term Value

 

WICHITA, Kan., October 22, 2024 – AgEagle Aerial Systems Inc. (NYSE: UAVS) a leading provider of best-in-class unmanned aerial systems (UAS), sensors and software solutions for customers worldwide in the commercial and government verticals, today issues a Letter to Stockholders from Company CEO Bill Irby.

 

Dear Stockholders:

 

First, I want to extend my appreciation for the trust and confidence you have placed in AgEagle. Upon taking over as CEO from Grant Begley (former interim CEO and current Board Chairman), we have been evolving and advancing AgEagle toward the creation of maximum long-term shareholder value.

 

To fund our aggressive growth plans, we recently completed a $6.5M capital raise. The market’s reaction was a continued decline in our stock price. It became necessary to plan and execute a 50:1 reverse stock split. Our trading was halted October 4^th but has since resumed, and I am truly optimistic regarding the path ahead as I believe that the company is currently under-valued for the following reasons:

 

AgEagle has made tremendous operational progress.

 

	●	Not only did we win the two largest orders in company history, totaling $5.5M for the French Army and UAE security forces, but we are now fulfilling the final deliveries required under those orders, with follow-on orders pending.
	●	We signed a teaming agreement with a large, well-known company for a major European competition.
	●	We implemented new KPI’s for regular progress measurement, to enable measured decisions, balancing quality and speed in our production. These KPI’s include measures such as on-time delivery statistics, inventory goals, and quality metrics.
	●	We enacted a new sales, inventory, and operations planning (SIOP) process to align cross-department efforts for the best outcomes.
	●	We introduced a new Enterprise Resource Planning software tool within our US operations, and created a new e-commerce website (https://store.ageagle.com/).
	●	We are currently undergoing an ISO-9001 recertification of our engineering, UAV production and distribution operation (expected completion in Q1 2025).

 

 

AgEagle is Executing its new Strategic Plan – Shifting Significantly for Growth

 

	●	We have re-defined our mission – “Reaching beyond to provide unmatched insights that enhance operations, safeguard communities, and optimize productivity.”
	●	We are re-dedicating our culture to four main values: innovation, integrity, transparency, and passion. Aligning the entire team, our most valuable resources – people, around these key cultural elements will enable high-performance culture.
	●	We are refocusing our markets – moving from 11 vertical markets to 3 vertical markets, namely military, public safety, and agricultural/commercial. This shift demands a focus on precise, real-time data collection enabling ISR collection and terrain analysis/mapping.
	●	We are re-shaping our portfolio – the eBee VISION™, our newest drone product, will serves as the core aircraft for new capabilities, capitalizing on its unique combination of range, low observability, and high mobility/portability, providing high value to its users. Additionally, we are evaluating targeted opportunities for mergers & acquisitions.
	●	We are demonstrating growth in Defense & Security – not only did we achieve the two largest contracts in company history this year, but we just booked purchase orders for 17 U.S. eBee TAC units in October, further validating our growth strategy in defense & security.
	●	Finally, we are initiating a site optimization project to meet our increasing demand, with the first step being the expansion of eBee VISION production, adding a drone production line in the U.S.A. to meet U.S. demand, as we are evaluating our facility size for downsizing in Europe due to under-utilized floor space.

 

In conclusion, through a combination of our key initiatives, growing demand, and demonstrated progress in our newest market, I believe AgEagle is on the correct path to increase long-term shareholder value. We appreciate your continued support.

 

Sincerely,

 

Bill Irby

CEO

 

 

About AgEagle 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 UAS, sensors and software solutions for customers worldwide in the energy, construction, agriculture, and government verticals. For additional information, please visit our website at www.ageagle.com.

 

Forward-Looking Statements

 

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on AgEagle’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including risks related to the timing and fulfilment of current and future orders relating to AgEagle’s products, the success of new programs, the ability to implement a new strategic plan and the success of a new strategic plan. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of AgEagle in general, see the risk disclosures in the Annual Report on Form 10-K of AgEagle for the year ended December 31, 2023, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by AgEagle. All such forward-looking statements speak only as of the date they are made, and AgEagle undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

 

AgEagle Aerial Systems Contacts

  

Investor Relations:

 

Email: UAVS@ageagle.com

 

Media:

 

Email: media@ageagle.com

 

 

v3.24.3

Cover	Oct. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 22, 2024
Entity File Number	001-36492
Entity Registrant Name	AGEAGLE AERIAL SYSTEMS INC.
Entity Central Index Key	0000008504
Entity Tax Identification Number	88-0422242
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8201 E. 34th Cir N
Entity Address, Address Line Two	Suite 1307
Entity Address, City or Town	Wichita
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	67226
City Area Code	(620)
Local Phone Number	325-6363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UAVS
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

---