Company Update

8-K/A 1 uavs_8ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2021 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.) 8833 E. 34th Street North Wichita, Kansas 67226 (Address of Registrant’s Principal Executive Office, Including 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: ☐ 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, par value $0.01 per share 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). 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. ☐ Explanatory Note On January 27, 2021, AgEagle Aerial Systems Inc. (the “Company”) and AgEagle Sensor Systems, Inc., a wholly-owned subsidiary of the Company (the “Buyer”), completed its acquisition of 100% of the issued and outstanding capital stock of MicaSense, Inc. (“MicaSense”) from Parrot Drones S.A.S. and Justin B. McAllister, in accordance with the terms of a stock purchase agreement, dated January 26, 2021 (the “Stock Purchase Agreement”). MicaSense manufactures and sells drone sensors for vegetation mapping. As a result MicaSense became a wholly-owned subsidiary of the Company (the “Transaction”). On January 27, 2021, the Company filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other items, the consummation of the Transaction. This Amendment No 1 on Form 8-K (“Form 8-K/A”) amends the Original Form 8-K to provide the audited financial statements of MicaSense and proforma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. The audited financial statements of MicaSense as of and for the year ended December 31, 2020, the related notes and the independent auditor’s report of WithumSmith+Brown, PC thereon, are included as Exhibit 99.1 to this Form 8-K/A and are incorporated herein by reference. The audited financial statements of MicaSense as of and for the years ended December 31, 2019 and 2018, the related notes and the report of independent registered public accounting firm of Salberg & Company, P.A. thereon, are included as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference. (b) Pro Forma Financial Information The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2020, and the unaudited condensed consolidated balance sheet as of December 31, 2020 and related notes, are included as Exhibit 99.3 to this Form 8-K/A and are incorporated herein by reference. The Company is furnishing unaudited pro forma financial information in this Form 8-K/A for informational purposes only to assist investors in formulating a comparative framework within which to analyze the Company’s financial performance. The unaudited pro forma financial information is not indicative of the results of operations that would have been achieved if the merger had taken place at the beginning of January 1, 2020 and do not purport to project the future operating results of the consolidated company. In addition, the pro forma information is based upon the Company’s preliminary purchase price allocation and subject to change. (c) Exhibits 23.1 Consent of WithumSmith+Brown, PC, an independent auditor 23.2 Consent of Salberg & Company, P.A., an independent registered public accounting firm 99.1 Audited Financial Statements of MicaSense as of and for the year ended December 31, 2020 99.2 Audited Financial Statements of MicaSense as of and for the years ended December 31, 2019 and 2018 99.3 Unaudited Pro Forma Condensed Consolidated Financial Information. 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. (Registrant) Date: April 13, 2021 By: /s/ Nicole Fernandez-McGovern Nicole Fernandez-McGovern Chief Financial Officer