false
0000008504
0000008504
2023-11-28
2023-11-28
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 1934
Date
of Report (date of earliest event reported): November 28, 2023
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.) |
8201
E. 34th Cir N
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 LLC |
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; Compensatory Arrangements of
Certain Officers.
As
previously disclosed in a Current Report on Form 8-K filed on October 19, 2023, as a result of Ms.
Nicole Fernandez-McGovern’s departure as Chief Financial Officer of the Company, Mr. Mark DiSiena was appointed as the Company’s
principal financial and accounting officer and Interim Chief Financial Officer, effective as of October 13, 2023. On November 30,
2023, the Board of Directors of the Company appointed Mr. DiSiena as Chief Financial Officer of the Company, effective as of December
1, 2023 (the “Commencement Date”). Pursuant to an employment offer letter dated November 28, 2023 (the “Offer Letter”),
Mr. DiSiena shall receive an annual base salary of $275,000 and a sign-on bonus in the form of restricted stock units (the “RSUs”)
not to exceed $60,000 in total award value, with 50% of the RSUs to vest one year after Commencement Date, and the remainder to vest
two years after Commencement Date. Mr. DiSiena will be eligible to receive an annual performance-based bonus comprised of up to $75,000
in cash and RSUs not to exceed $60,000 in total award value, with 34% of the total RSU award to vest at the time of the award date, 33%
of the original award amount to vest one year after the award date, and the remainder to vest two years after the award date. The performance
bonus amounts each year will be determined at the sole discretion of the Board of Directors of the Company based upon an assessment of
a combination of his achievement of designated personal goals and the Company reaching designated corporate goals.
There
are no family relationships between Mr. DiSiena and any director, executive officer or nominees thereof of the Company. There are no
related party transactions between the Company and Mr. DiSiena that would require disclosure under Item 404(a) of Regulation S-K under
the Securities Exchange Act of 1934, as amended.
A
copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms
of the Offer Letter is subject to, and qualified in its entirety by, such document.
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:
December 4, 2023
Exhibit
10.1
![](https://www.sec.gov/Archives/edgar/data/8504/000149315223043506/ex10-1_002.jpg)
November
28, 2023
Mark
DiSiena
8408
E. Quarterhorse Trail
Scottsdale,
AZ 85258
Mark.DiSiena@ageagle.com;
disienamark@gmail.com
Re:
Offer of Employment
Dear
Mark,
AgEagle
Aerial Systems, Inc., a Nevada corporation (the “Company”) is pleased to offer you the position of Chief Financial Officer
(CFO) of the Company. Your full-time employment shall commence December 1, 2023 (your “Commencement Date”). You shall be
based out of your home office in Scottsdale, Arizona, and you will report to the Chief Executive Officer.
In
anticipation of the execution of an Executive Employment Agreement (“Employment Agreement”) only general terms of the offer
are set forth herein as the comprehensive terms and conditions will be covered in the Employment Agreement. Until that agreement has
been fully executed, as a condition of your employment, and in consideration of your employment and the payments and benefits provided
herein, you are required to sign and return to the Company the enclosed Employee Confidentiality and Proprietary Rights Agreement (the
“Confidentiality Agreement”).
This
offer is not a guarantee of employment for a specific period of time. Your employment with the Company, should you accept this offer,
will be “at-will,” which means that you or the Company may terminate your employment for any or no reason, at any time. During
your employment with the Company, you are required to devote your full business time and best efforts to your duties, which will be detailed
in the Employment Agreement. Further, you acknowledge and agree that, as an employee of the Company, you will comply with all laws and
regulations, as well as Company rules, policies and procedures as may be in effect from time to time.
Your
compensation package will consist of the following:
Base
Salary: $275,000 per year, paid in accordance with the Company’s standard payroll procedures, including appropriate federal,
state and local withholdings and taxes, as required pursuant to any law or governmental regulation or ruling.
Sign
On Bonus: Maximum of 400,000 RSUs, which may be reduced such that the value does not exceed $60,000 total award value, determined
at the time of the award, with 50% of the RSUs to vest one year after Commencement Date, and the remainder to vest two years after Commencement
Date.
First
Year Performance Bonus Potential: The Performance Bonus component shall be made up of cash and RSU awards: (i) Cash Performance Bonus
component of up to a maximum of $75,000 and (ii) a maximum of 400,000 RSUs, Performance Bonus component, which may be reduced such that
the value does not exceed $60,000 total award value, with award value determined at close of business on the day the award is approved
by the Board of Directors (“BOD”), with 34% of the total RSU award to vest at the time of the award date, 33% of the original
award amount to vest one year after the award date, and the remainder to vest two years after the award date. Eligibility for the Performance
Bonus will follow completion of one full calendar year of employment (January 1- December 31), with performance evaluated and Performance
Bonus determination to occur no later than the end of the first quarter following the calendar year for which performance is being reviewed.
The Performance Bonus is subject to your continued employment with the Company through the end of the full calendar year for which the
cash Performance Bonus is being awarded and, for RSUs, Performance Bonus, through the date when the vesting occurs.
Mark DiSiena November 28, 2023 Page 2 |
The
actual Performance Bonus amounts each year will be determined at the sole discretion of the BOD based upon an assessment of a combination
of your achievement of designated personal goals and the Company reaching designated corporate goals. Goals for a given calendar year
will be established by the BOD, in consultation with you.
The
Board shall review your performance annually, and the Board, in its sole discretion, may revise your compensation package, at any time,
in accordance with a reasonable business purpose, including but not limited to, review of performance.
During
your employment, you will receive paid time off and holidays in accordance with the Company’s current policy that is in effect
for all Executives. Any benefits to which you are entitled shall be determined in accordance with such plans and programs and Company
policy that are in effect for all Executives. Currently, the Company covers the cost for Executives (you) and your dependents for your
selection of the medical, dental and vision plans offered by the Company. The Company reserves the right to suspend, amend or terminate
any employee benefit plan or program at any time.
This
offer of employment and continued employment is conditioned on your establishing your identity and authorization to work as required
by the Immigration Reform and Control Act of 1986 (IRCA). Once this offer has been accepted, you will receive instructions on completing
Form I-9. Although this offer would be contingent upon the satisfactory completion (at the Company’s sole discretion) of reference,
drug and background checks, these requirements are waived given the recent satisfactory background check completed in pursuit of your
independent contractor status with the Company.
If
you have any questions or issues that may arise after reviewing this offer letter, please do not hesitate to contact me. We look forward
to welcoming you to AgEagle Aerial Systems Inc.
Sincerely,
/s/ Grant Begley |
|
Grant
Begley, Chairman of the Board |
|
“Agreed
and Acknowledged” (please sign, date, and retain a copy for your records)
/s/ Mark
DiSiena |
|
Mark
DiSiena |
|
|
|
Date: |
November
30, 2023 |
|
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
AgEagle Aerial Systems (AMEX:UAVS)
Historical Stock Chart
From Jul 2024 to Aug 2024
AgEagle Aerial Systems (AMEX:UAVS)
Historical Stock Chart
From Aug 2023 to Aug 2024