UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K filed on October 2, 2024, AgEagle Aerial Systems Inc. (the “Company”) entered into a Securities Purchase Agreement with certain purchasers named therein (the “Purchasers”), pursuant to which the Company issued to Purchasers an aggregate of 26,899,996 units (the “Units”), consisting of common units (“Common Units”), each consisting of one share of common stock of the Company, $0.001 par value per share, one Series A warrant (“Series A Warrant”) to purchase one share of common stock and one Series B warrant (“Series B Warrant”) to purchase one share of common stock and pre-funded Units (the “Pre-Funded Units” and together with the Common Units, the “Units”), with each Pre-Funded Unit consisting of one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of common stock, one Series A Warrant to purchase one share of common stock and one Series B Warrant to purchase one share of common stock.
On April 2, 2025, the Company and Alpha Capital Anstalt (“Alpha”), a Purchaser and holder of a majority in interest of the Series B Warrants, entered into an Amendment to Series B Common Stock Purchase Warrant and Exchange Agreement (the “Warrant Amendment”), pursuant to which (i) the Series B Warrant was amended to (x) remove the Floor Price limitation that was no longer applicable and (y) remove the anti-dilution provision applicable in a Share Combination Event (as defined in the Series B Warrant), and (ii) Alpha exchanged 125,361 previously issued Series F Warrants for 88,908 shares of common stock (the “Exchange Shares”). The Warrant Amendment amends all outstanding Series B Warrants.
The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference. The Exchange Shares were issued to Alpha pursuant to an exemption from registration under 3(a)(9) of the Securities Act, as the Exchange Shares were exchanged by us with an existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit Number |
Description | |
4.1 | Amendment to Series B Common Stock Purchase Warrant and Exchange Agreement, dated April 2, 2025. | |
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: April 4, 2025 | AGEAGLE AERIAL SYSTEMS INC. | |
By: | /s/ William Irby | |
Name: | William Irby | |
Title: | Chief Executive Officer |