Equity | Note 9 – Equity Capital Stock Issuances Common Stock and Warrant Transaction On June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”). Pursuant to the terms of the Purchase Agreement, the Company has agreed to issue and sell to Investors (i) 16,720,000 0.25 25,080,000 0.38 4,180,000 5.5 16,720,000 3,817,400 25,080,000 0.38 Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 90 day period following the date of the execution of the Purchase Agreement, the Company will not (i) issue (or enter into any agreement to issue) any shares of common stock or common stock equivalents, subject to certain exceptions, or (ii) file any registration statement or any amendment or supplement thereto relating to the offering or resale of any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of Company, subject to certain exceptions. From the date of the execution of the Purchase Agreement until the six (6) month anniversary of the date of closing, neither the Company nor any Subsidiary shall effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction, subject to certain exceptions. For twelve (12) months following the closing date of the Offering, in the event the Company or any of its subsidiaries proposes to offer and sell shares of Common Stock or common stock equivalents (the “Offered Securities”) to investors primarily for capital raising purposes (each, a “Future Offering”), the Investors shall have the right, but not the obligation, to participate in each such Future Offering in an amount of up to 50 The Offering Shares were issued pursuant to a prospectus supplement and was filed with the Securities and Exchange Commission (the “Commission”) on June 7, 2023, and the prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-252801), which was filed with the Commission on April 23, 2021, and was declared effective on May 6, 2021. The Warrants were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and have not been registered under the Securities Act, or applicable state securities laws. The Warrants were issued on the date of closing. The exercise price of the Warrants and the number of Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization, or similar transaction, as described in the Warrants, but has no anti-dilution protection provisions. The Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the Warrant Shares. The Warrants contain a beneficial ownership limitation, such that none of such Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 4.99 9.99 Pursuant to the terms of the Purchase Agreement, the Company filed a registration statement on Form S-1 Registration No. 333-273332), which was declared effective on July 27, 2023, providing for the resale by the Investors of the Warrant Shares issuable upon exercise of the Warrants. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued In connection with the Offering, the Company also entered into a Lock-up Agreement with the Investors and each officer and director of the Company (collectively, the “Shareholders”), for the benefit of the Investors, with respect to the shares beneficially owned the Shareholders. The restrictions on the disposition of the shares were for a period of 30 days from the date of the closing of the Offering, except for the continuous use of any existing Rule 10b5-1 trading plan and other customary exceptions. On November 15, 2023, subsequent to the Company’s receipt of Investor Notices from the Investor and the Assignees, the Company entered into a Securities Purchase Agreement with three accredited investors (the “Accredited Investors”) pursuant to which the Company sold to the Accredited Investors 1,500,000 0.10 150,000 Preferred Series F Convertible Stock On June 26, 2022 (the “Series F Closing Date”), the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha Capital Anstalt (“Alpha”). Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to 35,000 10,000 10,000,000 9,920,000 16,129,032 0.62 1,000 5 In connection with the Series F Agreement the Company issued a warrant to Alpha to purchase 16,129,032 0.001 0.96 10,000,000 Alpha has the right, subject to certain conditions, including shareholder approval, to purchase up to $ 25,000,000 Commencing from the Series F Closing Date and for a period of six months thereafter, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Alpha will have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Preferred Stock without their consent. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued On December 6, 2022, upon the issuance of the promissory note and common stock warrants with an exercise price of $ 0.44 a down round or anti-dilution trigger event occurred resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $ 0.44 0.62 0.96 565,161 1,680,216 2,245,377 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the December Down Round Trigger and the fair value of the Series F Warrants after December Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 150 3.77 0 On March 9, 2023, the Company received an Investor Notice from Alpha to purchase an additional 3,000 2,381 1,000 0.42 7,142,715 0.42 3,000,000 As a result of issuing the additional 3,000 0.42 0.44 38,226 217,750 255,976 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the March Down Round Trigger and the fair value of the Series F Warrants after March Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 131 4.46 0 Upon the issuance of the Offering Shares and Warrants on June 8, 2023, a down round or anti-dilution trigger event occurred resulting in the conversion price of the remaining Series F Preferred Stock and the exercise price of the Series F Warrants adjusting down from $ 0.42 0.25 787,823 3,867,095 4,654,918 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the down round trigger and the fair value of the Series F Warrants after down round trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 2.5 106 4.28 0 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued On November 15, 2023, the Company entered into an Assignment, Waiver and Amendment Agreement (the “Assignment Agreement”) with the Investor pursuant to which, among other things, (i) the Investor transferred and assigned to certain institutional and accredited investors (the “Assignees”), the rights and obligations to purchase up to $ 1,850,000 The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the , filed as Exhibit 10.2 to this Current Report and incorporated by reference herein. Pursuant to the Investor Notices received by the Company from the Investor and the Assignees on November 15, 2023, delivered in connection with the Assignment, the Investor and the Assignees have provided notices of their desire to purchase 1,850 14,835,605 0.1247 14,835,605 0.1247 1,850,000 As a result of issuing the additional 1,850 0.10 0.25 865,016 5,832,000 6,697,016 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the down round trigger and the fair value of the Series F Warrants after down round trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 2 years, volatility of 89%, risk free rate of 4.90%, and dividend rate of 0%. Additionally, on November 15, 2023, the Company entered into a letter agreement (the “Engagement Agreement”) with Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson has agreed to serve as the sole placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement of the Company’s Series F Preferred (as defined below) and associated warrants to purchase Common Stock as well as Common Stock (the “Offering”). Pursuant to the Engagement Agreement, the Company will issue to Dawson warrants to purchase 1,483,560 10 5 All deemed dividends to the Series F stockholder were recorded as additional paid in capital and an increase to accumulated deficit and as an increase to total comprehensive loss attributable to Common Stockholders in computing earnings per share on the consolidated statements of operations and comprehensive loss. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued As of December 31, 2023, Alpha converted 3,588 17,304,762 339,631 1,000 As of December 31, 2022, Alpha had converted 4,137 6,804,545 172,596 1,000 As of December 31, 2023, the Company has outstanding common stock warrants of 64,670,912 0.1247 0.3800 3.43 At-the-Market Sales Agreement In accordance with a May 25, 2021, at-the-market Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents, the Company sold 4,251,151 1.04 1.18 4,583,341 141,754 Acquisition of senseFly In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 3,000,000 Acquisition of Measure Pursuant to the terms of the Measure Acquisition Purchase Agreement (the “Purchase Agreement”) the Company issued an aggregate of 5,319,145 997,338 997,338 498,669 498,669 2,812,500 Exercise of Common Stock Options For the twelve months ended December 31, 2023, there was no exercise of stock options. For the twelve months ended December 31, 2022, 185,000 shares of Common Stock were issued respectively in connection with the exercise of stock options previously granted at exercise price between $ 0.31 and $ 0.41 resulting in gross proceeds of $ 74,350 . AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued Stock-Based Compensation The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the consolidated statements of operations and comprehensive loss. 2017 Omnibus Equity Incentive Plan On March 26, 2018, the 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) became effective. Under the Equity Plan, the Company may grant equity-based and other incentive awards to officers, employees, and directors of, and consultants and advisers to, the Company. The purpose of the Equity Plan is to help the Company attract, motivate, and retain such persons and thereby enhance shareholder value. The Equity Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to awards outstanding on that date). The Board in its discretion may terminate the Equity Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Equity Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. On June 18, 2019, at the Annual Meeting of Shareholders of the Company, the shareholders approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 2,000,000 3,000,000 On July 15, 2020, the Company held its 2020 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 3,000,000 4,000,000 500,000 500,000 On June 16, 2021, the Company held its 2021 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 4,000,000 10,000,000 500,000 500,000 On November 14, 2023, the Company held its 2023 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 10,000,000 15,000,000 The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the consolidated statements of operations and comprehensive loss. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued Restricted Stock Units For the year ended December 31, 2023, a summary of RSU activity is as follows: Summary of Restricted Stock Units Activity Shares Weighted Average Grant Date Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 3,227,151 0.26 Canceled (173,823 ) 1.45 Vested and released (1,028,788 ) 0.21 Outstanding as of December 31, 2023 3,053,500 $ 0.90 Vested as of December 31, 2023 2,860,898 $ 0.93 Unvested as of December 31, 2023 192,602 $ 0.49 For the year ended December 31, 2023, the aggregate fair value of RSUs at the time of vesting was $ 839,247 As of December 31, 2023, the Company had $ 39,280 975,282 For the year ended December 31, 2022, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 749,067 0.93 Canceled (271,000 ) 2.79 Vested and released (596,357 ) 3.18 Outstanding as of December 31, 2022 1,028,960 $ 2.31 Vested as of December 31, 2022 471,484 $ 3.23 Unvested as of December 31, 2022 557,476 $ 1.53 For the year ended December 31, 2022, the aggregate fair value of RSUs at the time of vesting was $ 697,361 As of December 31, 2022, the Company had $ 425,878 1,780,234 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued Issuance of RSUs to Current Officers and Directors of the Company On December 29, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), in lieu of the payment of $ 55,133 551,333 55,133 30,000 90,000 9,000 3,000 On December 22, 2023, the Company granted its former chief commercial officer 579,923 On September 29, 2023, upon recommendation of the Compensation Committee, in lieu of the payment of $ 15,000 45,000 88,235 264,705 45,000 30,000 90,000 15,300 5,100 On May 11, 2023, upon recommendation of the Compensation Committee, the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 968,690 On March 29, 2023, upon recommendation of the Compensation Committee, the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 640,000 For the twelve months ended December 31, 2023, the Company recognized stock-based compensation expense of $ 828,130 0.10 0.42 On June 13, 2022, the Company released 354,107 125,000 75,000 111,607 42,500 On April 11, 2022, the Company granted an officer 46,367 46,831 1.01 46,367 46,831 1.01 For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $ 125,000 1.12 111,607 42,500 48,025 1.13 545,216 5.40 2.94 125,000 75,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued On March 1, 2022, upon recommendation of the Compensation Committee the Board, in connection 2021 executive compensation plan granted an officer of the Company was granted 62,500 68,750 1.10 On January 1, 2022, upon recommendation of the Compensation Committee, the Board issued to an officer two grants of 50,000 44,840 78,500 1.57 Stock Options For the year ended December 31, 2023, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Granted 325,000 0.32 0.15 3.02 — Exercised — — — — — Expired/forfeited (380,999 ) 1.83 0.99 — — Outstanding as of December 31, 2023 2,505,232 $ 2.00 $ 1.08 1.49 $ 2,294 Exercisable as of December 31, 2023 2,309,199 $ 2.13 $ 1.16 1.27 $ 2,294 As of December 31, 2023, the Company has $ 37,409 330,047 The company uses the Black-Scholes valuation model to estimate the fair market value of the stock options at the grant date as of December 31, 2023. For the year ended December 31, 2022, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 512,065 0.66 0.32 3.02 — Exercised (185,000 ) 0.40 0.29 — — Expired/forfeited (307,501 ) 6.47 3.46 — — Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Exercisable as of December 31, 2022 2,046,309 $ 2.37 $ 1.30 3.06 $ 31,124 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued As of December 31, 2022, the Company has $ 376,797 1,640,430 The company uses the Black-Scholes valuation model to estimate the fair market value of the stock options at the grant date as of December 31, 2022. For the years ended December 31, 2023 and 2022, the significant weighted average assumptions relating to the valuation of the Company’s stock options granted were as follows: Schedule of Significant Weighted Average Assumptions 2023 2022 Years Ended December 31, 2023 2022 Stock price $ 0.32 $ 0.66 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.49 % Risk-free interest rate 4.22 % 3.47 % Issuances of Options to Officers and Directors On September 30, 2023, the Company issued to officers options to purchase 50,000 0.17 3,750 234 0.08 On June 30, 2023, the Company issued to directors and officers options to purchase 125,000 0.23 13,000 2,945 0.10 On March 31, 2023, the Company issued to directors and officers options to purchase 150,000 0.45 31,350 11,158 0.21 For the year ended December 31, 2022, the Company issued to directors and officers options to purchase 512,065 0.17 0.56 162,663 60,515 Cancellations of Options During the year ended December 31, 2023, as a result of employee terminations and options expirations, stock options aggregating 380,999 378,869 307,501 1,063,673 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |