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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): March 4, 2026
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 Street 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 1.01 | Entry into a Material Definitive Agreement. |
On March 4, 2026, AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) entered into a private placement subscription (the “Agreement”) with Aerodrome Group Ltd. (“Aerodrome”). Pursuant to the Agreement, the Company purchased 11,523,750 ordinary shares of Aerodrome at a price of 0.80 NIS per share for an aggregate of 9,219,000 NIS. The Agreement is subject to customary closing conditions.
The Agreement also outlines the framework for the creation of a joint venture between EagleNXT and Aerodrome that will distribute advanced autonomous uncrewed systems in the United States and Canada. The formation of the joint venture is subject to the execution of mutually acceptable definitive documents setting forth the terms and conditions governing the joint venture and applicable regulatory approvals.
| Item 8.01 | Other Items. |
A copy of the press release announcing the Aerodrome investment is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 Current Report on Form 8-K are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K 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 EagleNXT’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including risks related to the success of EagleNXT’s investment in Aerodrome or the proposed joint venture, the timing and fulfilment of current and future purchase orders relating to EagleNXT’s products, the success of new programs and software updates, 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 EagleNXT in general, see the risk disclosures in the Annual Report on Form 10-K of EagleNXT for the year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by EagleNXT. All such forward-looking statements speak only as of the date they are made, and EagleNXT undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 6, 2026. | |
| 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: March 6, 2026 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ William Irby | |
| Name: | William Irby | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
EagleNXT Announces Strategic Investment in Leading Israeli Precision Loitering Munition Innovator
U.S.-Based Unmanned Systems Provider Announces Strategic Investment in Israel’s Aerodrome Group Ltd. with Option for Future U.S.-Based Collaboration
ALLEN, Texas, March 6, 2026 – AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) (NYSE: UAVS), a leading provider of full stack drone, sensors and software solutions for customers worldwide in the commercial and government verticals, today announced a strategic investment in Aerodrome Group Ltd., an Israel-based developer of precision loitering munitions (“Aerodrome”).
In line with both its mission - Protects What Matters Most: lives, land, and the pursuit of peace - and its strategy to accelerate advanced uncrewed systems and technologies, EagleNXT has executed a strategic investment in Aerodrome. The investment boosts EagleNXT’s capabilities in autonomy and precision strike. This move strengthens EagleNXT’s position in cutting-edge autonomous defense technologies while fostering international collaboration. The investment includes a reserved right for EagleNXT to establish a U.S.-based joint venture, subject to mutual agreement and regulatory approvals.
Aerodrome specializes in target discriminating technologies at the intersection of autonomy, precision strike, and next-generation aerial warfare.
This investment aligns with EagleNXT’s mission to deliver innovative uncrewed systems and enable technologies that serve defense, public safety, agriculture, and commercial customers worldwide. By partnering with Aerodrome, EagleNXT gains access to proven expertise in autonomous precision capabilities. This builds the EagleNXT portfolio and supports long-term growth in strategic markets and promotes collaboration between the U.S. and Israeli defense innovators, key NATO allies focused on developing solutions to shared security challenges.
“Aerodrome Group’s advanced work in autonomous loitering munitions is helping shape the reality of modern UAS tactics and precision operations,” said Bill Irby, CEO of EagleNXT. “This strategic investment shows our commitment to expanding access to transformative technologies that enhance security and operational effectiveness for our defense forces.”
This transaction demonstrates EagleNXT’s ongoing commitment to invest in high-potential partners that complement its core focus on uncrewed technologies for diverse applications.
For more information about the full suite of EagleNXT UAS solutions visit EagleNXT.com or contact the EagleNXT Media Relations team.
About EagleNXT
EagleNXT is a leading developer of high-performance drones, advanced sensors, and intelligent software solutions that deliver critical aerial intelligence to customers around the world. With more than one million flights conducted globally, EagleNXT’s platforms are trusted across defense, public safety, agriculture, infrastructure, and environmental monitoring applications. The Company’s drone systems have achieved multiple industry firsts, including FAA approvals for Operations Over People (OOP) and Beyond Visual Line of Sight (BVLOS), as well as EASA C2 certification in Europe and inclusion on the U.S. Department of Defense’s Blue UAS list. EagleNXT’s sensors are integrated on more than 150 different drone models and are used in over 100 research publications worldwide, reinforcing its leadership in precision agriculture, surveying, and environmental sustainability initiatives.
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 EagleNXT’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including risks related to the success of EagleNXT’s investment in Aerodrome or the proposed joint venture, the timing and fulfilment of current and future purchase orders relating to EagleNXT’s products, the success of new programs and software updates, 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 EagleNXT in general, see the risk disclosures in the Annual Report on Form 10-K of EagleNXT for the year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by EagleNXT. All such forward-looking statements speak only as of the date they are made, and EagleNXT undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.
Media Contact
Andy Woodward
+1 (469) 451-2344
media@eaglenxt.com
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Investor Relations
Email: UAVS@EagleNXT.com