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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 1934
Date of Report (date of earliest event reported): May 24, 2021
AGEAGLE AERIAL SYSTEMS, INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-36492 | 88-0422242 |
| (State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
8833 E. 34th Street North
Wichita,
Kansas 67226
(Address Of Principal Executive Offices) (Zip Code)
620-325-6363
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, is 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 (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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 24, 2021, AgEagle Aerial Systems Inc. (the “Company”) and J. Michael Drozd mutually agreed to Mr. Drozd’s resignation as Chief Executive Officer of the Company, effective immediately. Mr. Drozd resigned to pursue new career opportunities.
Mr. Brandon Torres Declet, the Company’s current Chief Operating Officer, has been appointed to serve as the new Chief Executive Officer of the Company. Mr. Torres Declet will not continue to serve as Chief Operating Officer.
As previously disclosed in a Current Report on Form 8-K filed on April 23, 2021, in connection with the Company’s acquisition of Measure Global, Inc. (the “April Form 8-K”) Mr. Torres Declet joined the Company as Chief Operating Officer and as a member of the board of directors on April 19, 2021. Mr. Torres Declet also currently serves as the President of Measure, the Company’s wholly-owned subsidiary. Prior to joining the Company, Mr. Torres Declet co-founded Measure Global and served as its President since 2014.
There is no arrangement or understanding between Mr. Torres Declet and any other person pursuant to which Mr. Torres Declet was appointed as Chief Executive Officer of the Company, and (ii) other than as disclosed in the April Form 8-K, Mr. Torres Declet has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K. There are no family relationships among any of our directors or executive officers and Mr. Torres Declet.
The Compensation Committee of the board of directors will re-evaluate Mr. Torres Declet’s current employment terms and compensation and make a recommendation as to whether there will be any changes. At such time that a determination is made to amend Mr. Torres Declet’s current compensation or other employment terms, the Company will file a subsequent Current Report on Form 8-K to disclose such new arrangements.
Item 7.01 Regulation FD
On May 24, 2021, the Company issued a press release announcing Mr. Drozd’s resignation as Chief Executive Officer and the appointment of Mr. Torres Declet. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | AgEagle Aerial Systems, Inc. Press Release, dated May 24, 2021. |
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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.
| AGEAGLE AERIAL SYSTEMS, INC. | ||
| By: | /s/ Nicole Fernandez McGovern | |
| Name: | Nicole Fernandez McGovern | |
| Title: | Chief Executive Officer | |
| Dated: May 26, 2021 | ||
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Exhibit 99.1
AgEagle Aerial Systems Appoints Drone Industry Leader
Brandon Torres Declet as New Chief Executive Officer
WICHITA, Kan. – May 24, 2021 – (GLOBE NEWSWIRE) – AgEagle™ Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry leading drone solutions provider, today announced that its Board of Directors has named Brandon Torres Declet, current Chief Operating Officer of the Company, as its new Chief Executive Officer, effective immediately. He is succeeding J. Michael Drozd who has elected to leave AgEagle to pursue new career opportunities.
Barrett Mooney, Chairman of the Board, stated, “Brandon is a proven leader with a distinguished track record of entrepreneurial success, innovation and talent development, as well as deep knowledge, influence and experience in the drone industry. After careful consideration, the Board determined that the change in leadership was a great opportunity to leverage Brandon’s expertise to grow the business and provide its shareholders with long-term growth and value. The Board has great confidence in Brandon and believes that, under his leadership, AgEagle will continue to break new ground providing a broad range of drone hardware, sensor and software solutions to global customers. This change will foster AgEagle’s pioneering spirit and cement the trust and fidelity it is forging with its customers and business partners in the rapidly growing drone market.”
“The Board and I deeply appreciate Michael Drozd for his leadership and contributions to AgEagle over the past 12 months, which has helped to position the Company to diversify its reach into a broader range of drone market verticals. He leaves AgEagle in a strong strategic and financial position, and we thank him for his service,” said Mooney.
Drozd stated, “I am very proud of what we accomplished at AgEagle over the last year; increasing shareholder value by approximately 350%, revenues by approximately 333% from 2019 to 2020 with revenue growth rate continuing into 2021, increasing gross profit from 32% in 2019 to 45% in 2020, and hiring incredibly talented team members that have propelled the growth of the business. The business is in excellent shape and I am confident the team will continue to deliver terrific results. I wish the entire AgEagle family all the best for a bright future.”
“We all want to thank Michael for his work over the past year and wish him the best in his future endeavors. I am incredibly excited about what the future holds for AgEagle, Measure and MicaSense as we pursue developing and providing quality drone solutions to enterprise customers around the world,” said Torres Declet.
As announced on April 29, 2021, Torres Declet joined AgEagle’s executive leadership team as COO and a member of the Board of Directors following the Company’s acquisition of Measure, an award-winning aerial intelligence solutions company Torres Declet founded and served as CEO since 2014. He has been named a Washingtonian Magazine Tech Titan three times and was recently appointed by the U.S. Secretary of Transportation to the Federal Aviation Administration’s Drone Advisory Committee.
About AgEagle Aerial Systems Inc.
Founded in 2010, AgEagle is one of the nation’s leading commercial drone technology providers. AgEagle’s mission is to empower The Drone Age™ by providing American-made, tailored, and scalable drone solutions to the world. The Company is leveraging its reputation as one of the industry’s premium technology solutions and aerial data intelligence providers to deliver high performance, end-to-end drone solutions to the agriculture, commercial and industrial markets. AgEagle products are proudly manufactured and assembled in the United States. For additional information, please visit our websites at www.ageagle.com, www.measure.com and www.micasense.com.
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Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition, and stock price. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to our competitive position, the industry environment, potential growth opportunities, and the effects of regulation and events outside of our control, such as natural disasters, wars, or health epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.
AgEagle Aerial Systems Contacts:
| Investor Relations: | Media: |
| Gateway Investor Relations | Clarity PR |
| Matt Glover or Cody Cree | Monica Feig |
| Phone: 949-574-3860 | Phone: 818-917-0770 |
| Email: UAVS@gatewayIR.com | Email: ageagle@clarity.pr |
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