Current Report Filing (8-k)
26 Août 2022 - 10:22PM
Edgar (US Regulatory)
0000008504
false
0000008504
2022-08-22
2022-08-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 22, 2022
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.) |
117
S. 4th Street
Neodesha Kansas 66757
(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 (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
1.01 Entry into a Material Definitive Agreement
Settlement
Agreement
As
previously disclosed, AgEagle Aerial Systems Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase
Agreement”) dated April 19, 2021 (the “Purchase Agreement”) with Brandon Torres Declet, in his capacity as Sellers’
representative, and the sellers named in the Purchase Agreement (the “Sellers”) pursuant to which the Company acquired 100%
of the then issued and outstanding capital stock of Measure Global Inc., a Delaware corporation (“Measure”) from the Sellers.
The Company issued an aggregate of 5,319,145 shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”) to the Sellers as part of the consideration for the acquisition, of which 997,338 shares were held back (the “Heldback
Shares”) to cover post-closing indemnification claims and to satisfy any purchase price adjustments. Pursuant to the terms of the
Purchase Agreement, the Heldback Shares were scheduled to be released in three tranches, on the 12-month, 18-month and 24-month anniversary
of the closing date of the acquisition.
Pursuant
to the terms of the Purchase Agreement, the Company made a claim for indemnification against the Heldback Shares. On August 22, 2022,
the parties entered into a Memorandum of Understanding and Mutual Release (the “Settlement Agreement”) providing for
the full and final settlement of all disputes about the Heldback Shares. Pursuant to the Settlement Agreement, the Company will
release 498,669 of the 997,338 Heldback Shares to the Sellers within seven (7) business days from the date of the Settlement
Agreement, with the remaining 498,669 Heldback Shares to be cancelled by the Company.
|
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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:
August 26, 2022
|
AGEAGLE
AERIAL SYSTEMS INC. |
|
|
|
|
By: |
/s/
Nicole Fernandez-McGovern |
|
Name:
|
Nicole Fernandez-McGovern |
|
Title: |
Chief Financial
Officer |
AgEagle Aerial Systems (AMEX:UAVS)
Graphique Historique de l'Action
De Fév 2024 à Mar 2024
AgEagle Aerial Systems (AMEX:UAVS)
Graphique Historique de l'Action
De Mar 2023 à Mar 2024