AgEagle Aerial Systems Announces Pricing of $10 Million Registered Direct Offering

AgEagle

WICHITA, Kan., June 30, 2022 — AgEagle Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry-leading provider of full-stack drone, sensor, and software solutions for commercial and government/defense use, today announced that it has entered into a securities purchase agreement with an institutional investment firm (the “Investor”), which is an existing AgEagle shareholder.

Pursuant to the agreement, the Investor will purchase 10,000 shares of Series F 5% Convertible Preferred Stock (the “Series F Convertible Preferred”) and warrants to purchase up to 16,129,032 shares of common stock at an exercise price of $0.96 per share (the “Warrants”), for gross proceeds of approximately $10 million.

The Series F Convertible Preferred will be convertible into 16,129,032 shares of the Company’s common stock at a conversion price of $0.62 per share.

The Warrants are not exercisable for the first six months after issuance and have a three-year term from the exercise date. Upon exercise of the Warrants in full by the Investor, the Company would receive additional gross proceeds of approximately $15.5 million.

A certificate of designation setting forth the terms, dividends, rights, and other privileges of the Series F Convertible Preferred will be filed with the Secretary of State of the State of Nevada.

The Investor has the right, subject to certain conditions, including shareholder approval, to purchase up to $25,000,000 of additional shares of Series F Convertible Preferred and warrants. That option will be available for a period of 18 months after shareholder approval at a purchase price equal to the average Volume Weighted Average Pricings (“VWAPs”) for three trading days prior to the date the Investor gives notice to the Company that it will exercise the option.

The Company expects the net proceeds from the offering to be approximately $9.92 million after deducting approximately $80,000 in offering expenses. The Company expects to spend the balance of the proceeds for general working capital and capital expenditure purposes. The offering is expected to close on or about June 29, 2022, subject to the satisfaction of customary closing conditions.

Commenting on the financing, Nicole Fernandez-McGovern, CFO of AgEagle, noted, “We are very pleased to be proceeding with this offering, which, upon closing, will further strengthen the Company’s liquidity position.”

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A registration statement relating to the offered securities (File Number 333-252801) has been declared effective by the Securities and Exchange Commission. A prospectus supplement relating to the securities will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov. For more detailed information relating to this transaction, please refer to the related Form 8-K to be filed with the U.S. Securities and Exchange Commission.