AgEagle Aerial Systems Inc. Form 8-K Current Report Filed 2023-12-04

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):

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).

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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.

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., 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.

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.

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.

“Agreed and Acknowledged” (please sign, date, and retain a copy for your records)

Nevada		001-36492		88-0422242
(State of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		UAVS		NYSE American LLC

Exhibit No.		Description
10.1		Offer Letter, dated as of November 28, 2023, between AgEagle Aerial Systems, Inc. and Mark DiSiena.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	AGEAGLE AERIAL SYSTEMS, INC.

	By:	/s/ Barrett Mooney
	Name:	Barrett Mooney
	Title:	Chief Executive Officer

Cover	Nov. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 2023
Entity File Number	001-36492
Entity Registrant Name	AGEAGLE AERIAL SYSTEMS INC.
Entity Central Index Key	0000008504
Entity Tax Identification Number	88-0422242
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8201 E. 34th Cir N
Entity Address, City or Town	Wichita
Entity Address, State or Province	KS
Entity Address, Postal Zip Code	67226
City Area Code	(620)
Local Phone Number	325-6363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UAVS
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

☐	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))

/s/ Grant Begley
Grant Begley, Chairman of the Board