Bylaw Amendment

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) January 24, 2023   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 Principal Executive Offices)   (Zip Code)     (620) 325-6363 (Registrant’s Tele phone 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 (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, 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 (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. ☐         Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year   On January 24, 2023, the board of directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”) approved and adopted the Second Amended and Restated Bylaws (the “Amended Bylaws”) which became effectively immediately. The Amended Bylaws, among other things, lowered the quorum requirement for all meetings of shareholders from the holders of a majority, to the holders of 33-1/3%, of the issued and outstanding shares of the Company’s common stock entitled to vote at all such meetings.   A copy of the Company’s Amended Bylaws is filed herewith as Exhibit 3.1 and is incorporated herein by reference. The foregoing summary of the Amended Bylaws is subject to, and qualified in its entirety by, the full text of the Amended Bylaws.     Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   Exhibit No.    Description 3.1   Second Amended and Restated Bylaws of the Company        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: January 25, 2023     AGEAGLE AERIAL SYSTEMS INC.         By: /s/ Nicole Fernandez-McGovern   Name: Nicole Fernandez-McGovern   Title: Chief Financial Officer