AgEagle Aerial Systems Inc

S-11 forms-1.htm

As filed with the United States Securities and Exchange Commission on April 29, 2024

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT ON

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AGEAGLE AERIAL SYSTEMS INC.

(Exact name of registrant as specified in our charter)

8201 E. 34 th Cir N, Suite 1307

Wichita, Kansas 67226

Tel. No. (620) 325-6363

(Address, including zip code and telephone number, including area code, of registrant’s principle executive offices)

Mark DiSiena

Chief Financial Officer

AgEagle Aerial Systems Inc.

8201 E. 34 th Cir N, Suite 1307

Wichita, Kansas 67226

Tel. No. (620) 325-6363

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Nussbaum, Esq.

Tahra Wright, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Tel. No. (212) 407-4000

**Approximate date of proposed sale to the public:**As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 29, 2024

PRELIMINARY PROSPECTUS

AGEAGLE AERIAL SYSTEMS INC.

2,248,313 SHARES OF COMMON STOCK UNDERLYING 2,050 SERIES F 5% CONVERTIBLE PREFERRED SHARES AND 2,385,174 SHARES OF COMMON STOCK UNDERLYING WARRANTS

This prospectus relates to the resale by the Selling Shareholders (the “Selling Shareholders”), identified on page 73 of this prospectus, of up to an aggregate of 4,633,487 shares of common stock, par value $0.001 per share (the “Common Stock”) of AgEagle Aerial Systems Inc. (the “Company”) pursuant to the private placement transactions described below.

March Private Placement

An aggregate of 1,795,649 shares of Common Stock consisting of (i) 829,394 shares of Common Stock (the “March Conversion Shares”) underlying 1,000 shares of Series F 5% Convertible Preferred Shares (the “March Preferred Shares”); (ii) 829,394 shares of Common Stock underlying warrants (the “March Warrant Shares”) exercisable at an initial exercise price of $1.2057 per share (the “March Warrants”) issued to certain of the Selling Shareholders in a private placement pursuant to (x) Investor Notices (as defined below) delivered by the Selling Shareholders to the Company on March 6, 2024, (y) the Assignment, Waiver and Amendment Agreement (the “Assignment Agreement”) among the Company and the Selling Shareholders, dated November 15, 2023, and (z) the Securities Purchase Agreement (the “Series F Agreement”) between the Company and Alpha Capital Anstalt (“Alpha”), dated June 26, 2022, for an aggregate purchase price of $1,000,000; and (iii) 136,861 shares of Common Stock (the “Dawson Warrant Shares”) underlying warrants at an initial exercise price of $1.51 (the “Dawson Warrants”) issued to Dawson James Securities, Inc. (“Dawson”) pursuant to an engagement letter between Dawson and the Company, dated March 6, 2024 (the “Engagement Letter”). The Dawson Warrant is equal to 10% of the total number of March Warrants sold in the March Private Placement (exclusive of the March Warrants sold to Alpha). On April 12, 2024, Dawson assigned Dawson Warrants equal to 125,000 Warrant Shares to certain of the Selling Shareholders.

April Private Placement

An aggregate of 2,837,838 shares of Common Stock consisting of (i) 1,418,919 shares of Common Stock (the “April Conversion Shares”) underlying 1,050 shares of Series F 5% Convertible Preferred Shares (the “April Preferred Shares”) and (ii) 1,418,919 shares of Common Stock (the “April Warrant Shares”) underlying warrants exercisable at an exercise price of $0.74 (the “April Warrant”) issued to Alpha in a private placement pursuant to an Investor Notice delivered by Alpha to the Company on April 12, 2024, as provided under the Series F Agreement between the Company and Alpha, dated June 26, 2022, for an aggregate purchase price of $1,050,000.

Registered Shares

We are registering the above described offer and sale of the (i) the March Conversion Shares, (ii) the March Warrant Shares, (iii) the Dawson Warrant Shares, (iv) the April Conversion Shares, and (v) the April Warrant Shares (collectively, the “Registered Shares”) by the Selling Shareholders to satisfy certain registration rights we have granted to the Selling Shareholders. We will not receive any proceeds from the sale of the Registered Shares s by the Selling Shareholders.

We may receive up to approximately $1.687 million in proceeds upon the exercise of the March Warrant Shares (after subtracting $569,091 payable to Alpha under the Convertible Note). the Dawson Warrant Shares and the April Warrant Shares for cash. The Selling Shareholders may offer all or part of the Registered Shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Registered Shares are being registered to permit the Selling Shareholders to sell shares from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Shareholders may sell the Registered Shares through ordinary brokerage transactions, directly to market makers of our shares or through any other means described in the section titled “Plan of Distribution.” In connection with any sales of the Registered Shares offered hereunder, the Selling Shareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

We will bear all costs, expenses and fees in connection with the registration of the Registered Shares. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the Registered Shares, or interests therein.

Investing in our shares involves substantial risks. See “RISK FACTORS” on page 9 of this prospectus. You should carefully read this prospectus and the documents incorporated herein before making any investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Registered Shares or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 29, 2024.

TABLE OF CONTENTS

i

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the Selling Shareholders named herein may, from time to time, offer and sell or otherwise dispose of the Registered Shares covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered, or the Registered Shares are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the caption “Where You Can Find Additional Information” in this prospectus.

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give to you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our Registered Shares.

You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these shares in any jurisdiction.

ii