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Offering overview: AgEagle Aerial Systems Inc. ("UAVS") has filed this Rule 424(b)(7) prospectus to register the resale of up to 7,700,000 common shares by Alpha Capital Anstalt. The shares originate from private placements completed between February 2025 and July 2025 and include roughly 5.1 million issuable upon exercise of warrants priced $0.8294-$2.19 plus 2.65 million from conversion of Series F preferred stock and future warrant issuances.
Company proceeds: UAVS will receive no proceeds from the secondary sales. Only cash exercises of the warrants or preferred stock would generate funds—estimated at $7.7 million if all are exercised, with no certainty they ever will be.
Dilution & float impact: The company has 32,563,677 shares outstanding (25-Jul-25). Issuing the full 7.7 million shares would expand the float by ~23.6%, although a 9.99% ownership cap limits Alpha Capital’s immediate holdings. Substantial open-market sales could pressure the stock price.
Business snapshot: AgEagle designs and manufactures fixed-wing drones, sensors and software serving agriculture, energy, public safety and defense. Competitive strengths highlighted include multiple BVLOS/OOP approvals, Blue UAS certification, a five-year GSA Schedule, ISO 9001 recommendation and a 200-partner global reseller network.
Key risks: dilution from new issuances, potential share-price overhang, uncertain warrant exercise, future capital needs, and the broad operational risks detailed beginning on page 6.
AgEagle Aerial Systems (NYSE:UAVS) filed an 8-K reporting the formal results of its June 16, 2025 Annual Meeting of Stockholders.
Shareholders re-elected all five director nominees—Grant Begley, L.B. Day, William Irby, Brent Klavon and Kevin Lowdermilk—with support ranging from 641,384 to 646,008 shares; 4,344,332 broker non-votes were recorded.
The non-binding say-on-pay proposal passed (561,064 for; 137,348 against; 23,419 abstain). Investors also ratified Withum as independent auditor for fiscal 2025 (4,755,273 for; 111,303 against).
However, the proposal to amend the 2017 Omnibus Equity Incentive Plan failed, receiving only 345,857 for versus 263,969 against and 112,005 abstentions. No additional financial, operational, or strategic disclosures were included.