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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) October 13, 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.) |
| 8863
E. 34th Street North |
|
|
| Wichita,
Kansas |
|
67226 |
| (Address
of Principal Executive Offices) |
|
(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 |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangement of
Certain Officers
(a)
As previously reported, on August 15, 2023, AgEagle Aerial Systems Inc. (the “Company”) received notice (the “Notice”)
from Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer, that she had been terminated for “Good Reason”
under her employment offer letter agreement. The Board of Directors accepted the Notice as a notice of voluntary resignation by Mrs.
Fernandez-McGovern, and not of termination for Good Reason. Under the terms of her employment offer letter, Ms. Fernandez-McGovern was
to continue as Chief Financial Officer for a period of up to 90 days after the Notice.
(b)
Effective October 13, 2023, Mr. Mark DiSiena (age 57) was appointed as the Company’s principal financial and accounting officer
and will serve as Interim Chief Financial Officer until such time as his successor is determined by the Board of Directors. Mr. DiSiena
has been our Company’s financial consultant since October 2, 2023.
In
his role as principal financial and accounting officer, he is replacing Ms. Nicole Fernandez-McGovern whose last day of employment, as
determined by the Board of Directors was October 13, 2023. Pursuant to the terms of the Statement of Work Agreement by and between the
Company and Mr. DiSiena (the “Agreement”), the Company paid Mr. DiSiena $250 per hour not to exceed 40 hours per week, unless
written approval is obtained, for services initially provided in his role as a consultant to the Company as outlined in the addendum
to the Agreement. This Agreement and the compensation terms thereunder, will continue in effect with Mr. DiSiena’s appointment
to the role as Interim Chief Financial Officer.
Since
November 2021, Mr. DiSiena has offered operational leadership and accounting oversight to clients through Cresset Advisors, a specialty
consulting practice he founded to focus on the delivery of tailored interim CFO and advisory services. Mr. DiSiena has served in related
leadership roles, including Chief Financial Officer for Kyruus Health, Titanium Healthcare, Decentral Life (OTC:WDLF), Cherokee Brands
(NASDAQ:CHKE) and 4Medica. He has held management positions at Oracle-NetSuite, LVMH and Lucent Technologies/Bell Labs. In addition,
he has consulted at notable companies that include PublicSq (NYSE:PSQH), World View Enterprises, ICON Aircraft, Cetera Financial Group,
Countrywide Bank, Paramount Pictures and HauteLook. He began his career as an assurance auditor at PriceWaterhouseCoopers. DiSiena earned
a Bachelor of Science degree with honors from New York University, an MBA from Stanford University and a law degree from Vanderbilt University.
Mr. DiSiena, is both a retired CPA and attorney.
There
is no family relationship between Mr. DiSiena and any other executive officer or director of the Company. There have been no related
transactions, and none are currently proposed between or among Mr.DiSiena, the Company, executive officer, director, promoter or control
person.
(c)
Grant Begley, an independent member of the Board of Directors since June 2016, has been elected Chairman of the Board; and former Chairman
Barrett Mooney will continue to serve as AgEagle’s Chief Executive Officer and as a member of the Board.
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.
| |
AGEAGLE
AERIAL SYSTEMS INC. |
| |
|
|
| |
By:
|
/s/
Barrett Mooney |
| |
Name:
|
Barrett
Mooney |
| |
Title: |
Chief
Executive Officer |
| Dated:
October 19, 2023 |
|
|
Exhibit 10.1
Exhibit
99.1
AgEagle
Announces Key Leadership Changes
Appoints
New Chairman of the Board and Welcomes
New
Interim Chief Financial Officer
WICHITA,
Kan. – (GLOBE NEWSWIRE) – October 19, 2023 — AgEagle Aerial Systems Inc. (NYSE American: UAVS)
(“AgEagle” or the “Company”), an industry-leading provider of full stack flight hardware, sensors and software
for commercial and government use, today announced key leadership changes to propel the Company’s strategic growth initiatives
forward more rapidly, with emphasis on perpetuating deeper penetration of global sales and servicing the expanding needs of the government/defense
industry sector.
Grant
Begley, an independent member of the Board of Directors since June 2016, has been elected Chairman of the Board; and former Chairman
Barrett Mooney will continue to serve as AgEagle’s Chief Executive Officer and as a member of the Board. In addition, the Board
has named Mark DiSiena as the Company’s new Chief Financial Officer, succeeding Nicole Fernandez-McGovern in the position.
Commenting
on the appointments, Begley stated, “With serious interest gaining momentum from government and military agencies worldwide in
AgEagle’s eBee VISION, our ability to capitalize on opportunities for scaling our future revenue growth on an accelerated
basis is dependent on having the necessary infrastructure in place to support it. We believe this shift in board roles will allow Barrett
more time to focus on leading the Company’s day-to-day operations and global growth platform. Moreover, as the new Chairman of
the Board, I intend to leverage my industry expertise, experience and longstanding relationships within the global defense industry to
help advance AgEagle’s strategies to win a much greater share of increasing investments in leading UAS solutions by military and
public safety organizations worldwide.”
About
Grant Begley
Begley
is an accomplished and globally recognized expert in Aerospace, Unmanned Systems and Robotics, currently serving as President of Concepts
to Capabilities Consulting, LLC, a specialty consulting firm he founded in 2011 to help lead and guide development of new capabilities
in Aerospace and Unmanned Aerial System (“UAS”) technologies for government/defense and commercial clients.
An
active Board member of Vaya Space since 2015, Begley also served as the vortex-hybrid rocket company’s CEO from 2018 through 2022.
Previous senior leadership roles have included Chief Business Development Officer and SVP of Alion Science and Technology, where he helped
develop Alion’s $1 billion annual revenue Business Development Enterprise; Pentagon Senior Advisor for Unmanned Systems at the
U.S. Department of Defense; Senior Director of Mission Systems Integration at Raytheon, where he led the Company’s cross-functional
and cross-organizational integration of Digital Systems, Avionics, Electronics and Software operations; and Director of Advanced Concepts
at Lockheed Martin, where he architected and steered development programs in the areas of UAS, Advanced Energetics and future generation
weapon systems.
Retiring
from the United States Navy after 26 years of service as an officer, Begley led operational assignments flying fighter aircraft, designated
Top Gun, followed by assignments relating to development and management of next generation manned and unmanned aerial systems, weapon
systems and joint executive acquisitions. During his distinguished military career, he also served as Director of Stealth, Counter Stealth
Technology, Policy and Advance Programs; as well as and Joint and Navy Director of Tactical Aircraft, Missiles and UAS, managing and
directing operations with an annual budget of $4 billion and a $30 billion future year budget plan.
Begley
holds Master’s degrees in Aerospace and Aeronautic Engineering from the Naval Post-Graduate School and a Bachelor’s degree
in General Engineering from the U.S. Naval Academy. From March 2011 to December 2021, he served as a founding member of the Board of
Directors for the Association for Uncrewed Vehicle Systems International (“AUVSI”). AUVSI is the global leader for enhancing
the advancement of uncrewed, robotic and autonomous systems for the benefit of humanity, the environment and economy.
About
Mark DiSiena
In
his new role as Interim Chief Financial Officer of AgEagle, DiSiena will oversee corporate finance, SEC reporting, compliance, treasury,
financial planning and analysis, taxation, accounting, investor relations, procurement, internal audit, risk management, ERP optimization
and corporate strategy. DiSiena, who is both a retired CPA and attorney with a securities and taxation background, brings to AgEagle
over 30 years of experience working with domestic and international public and private companies spanning a range of industries.
Since
November 2021, DiSiena has offered operational leadership and accounting oversight to clients through Cresset Advisors, a specialty consulting
practice he founded to focus on the delivery of tailored interim CFO and advisory services. DiSiena has served in related leadership
roles, including Chief Financial Officer for Kyruus Health, Titanium Healthcare, Decentral Life, Cherokee Brands and 4Medica. He has held management positions at Oracle-NetSuite, LVMH and Lucent Technologies/Bell Labs. In addition, he has consulted
at notable companies that include PublicSq, World View Enterprises, ICON Aircraft, Cetera Financial Group, Countrywide Bank,
Paramount Pictures and HauteLook. He began his career as an assurance auditor at PriceWaterhouseCoopers. DiSiena earned a Bachelor of
Science degree with honors from New York University, an MBA from Stanford University and a law degree from Vanderbilt University.
Commenting
on DiSiena’s appointment, Mooney added, “We fully expect that having Mark join our leadership team as CFO will prove to be
another important inflexion in our business moving forward, and we are delighted he is here. Based on his impressive track record of
success, diverse skillset and three decades of professional experience, we believe that he brings us a strong and independent strategic
perspective that will positively impact how we tackle challenges and optimize opportunities ahead of us.”
About AgEagle Aerial Systems Inc.
Through
its three centers of excellence, AgEagle is actively engaged in designing and delivering best-in-class flight hardware, sensors and software
that solve important problems for its customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade,
fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, AgEagle is
a leading provider of full stack drone solutions for customers worldwide in the energy, construction, agriculture, and government verticals.
For additional information, please visit our website at www.ageagle.com.
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.
CONTACTS:
Investor
Relations
UAVS@ageagle.com
Media
Relations
media@ageagle.com
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AgEagle Aerial Systems (AMEX:UAVS)
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