AgEagle Seeks Shareholder Nod for Capital Raise, Equity Plans

TL;DR

**UAVS is pushing for a capital raise and more stock-based compensation, signaling a need for cash and talent retention, but watch out for potential dilution.**

AI Summary

AgEagle Aerial Systems Inc. (UAVS) is holding a Special Meeting on January 22, 2026, to address several key proposals impacting its capital structure and employee incentives. Stockholders will vote on approving the issuance of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock, with an initial conversion price of $1.23 per share. This move aims to strengthen the company's financial position and potentially dilute existing common stockholders. Additionally, the company seeks approval for an amendment to its 2017 Omnibus Equity Incentive Plan and the establishment of an Employee Stock Purchase Plan (ESPP), both designed to attract and retain talent. The ratification of Grassi & Co., CPAs, P.C. as independent accountants for fiscal year 2025 is also on the agenda. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, indicating a strategic push to enhance liquidity, incentivize employees, and maintain corporate governance.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines AgEagle's intent to issue new common stock via Series G Preferred conversion, which could lead to dilution for existing shareholders, impacting per-share value. The proposed equity incentive and employee stock purchase plans are vital for attracting and retaining talent in the competitive drone and aerial systems market, directly affecting the company's ability to innovate and grow. For employees, these plans offer direct financial incentives and ownership opportunities. The ratification of accountants ensures continued financial oversight and transparency, which is important for market confidence and regulatory compliance.

Risk Assessment

Risk Level: medium — The issuance of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock at an initial conversion price of $1.23 per share presents a dilution risk for existing common stockholders. While the filing doesn't provide current market price, this conversion could increase the outstanding share count significantly. Additionally, expanding equity incentive plans could further dilute ownership over time, although it aims to retain talent.

Analyst Insight

Investors should carefully evaluate the potential dilution from the Series G Preferred Stock conversion and the expanded equity plans. Vote 'FOR' if you believe the long-term benefits of capital infusion and employee incentives outweigh short-term dilution; otherwise, consider voting 'AGAINST' the Series G Issuance and Equity Incentive Plan Amendment Proposals.

Key Numbers

• $1.23 — Initial Series G Conversion Price (Conversion price for Series G Convertible Preferred Stock, impacting potential dilution.)
• 100,000 — Series G Preferred Stock Shares (Number of Series G Convertible Preferred Stock shares whose conversion to common stock requires approval.)
• 43,551,112 — Common Stock Shares Outstanding (Total common stock shares entitled to vote as of the Record Date, providing context for potential dilution.)
• 33-1/3% — Quorum Requirement (Percentage of voting power required for a quorum at the Special Meeting.)
• January 22, 2026 — Special Meeting Date (Date when stockholders will vote on key proposals.)
• December 4, 2025 — Record Date (Date to determine stockholders eligible to vote at the Special Meeting.)

Key Players & Entities

• AgEagle Aerial Systems Inc. (company) — Registrant and Company
• Grant Begley (person) — Chairman of the Board of Directors
• Grassi & Co., CPAs, P.C. (company) — Independent accountants for fiscal year ending December 31, 2025
• SEC (regulator) — Securities and Exchange Commission
• Equiniti Trust Company (company) — Transfer agent
• $1.23 (dollar_amount) — Initial conversion price per share for Series G Convertible Preferred Stock
• 100,000 (dollar_amount) — Number of shares of Series G Convertible Preferred Stock
• 43,551,112 (dollar_amount) — Shares of common stock outstanding as of Record Date
• Nevada (company) — State of incorporation for AgEagle Aerial Systems Inc.
• December 4, 2025 (date) — Record Date for Special Meeting

FAQ

Industry Context

AgEagle operates in the drone and aerial systems industry, which is experiencing rapid growth driven by demand in sectors like agriculture, defense, and infrastructure inspection. The competitive landscape includes both established aerospace companies and emerging technology firms. Key trends involve advancements in AI, sensor technology, and autonomous flight capabilities, alongside increasing regulatory scrutiny regarding airspace management and data privacy.

Regulatory Implications

The company's operations are subject to regulations from bodies like the FAA, which govern drone operation, airspace access, and pilot certification. Changes in these regulations, or the company's ability to comply with them, could impact its business model and growth prospects. The proposed issuance of stock also needs to comply with securities regulations.

What Investors Should Do

1. Vote 'FOR' the issuance of common stock upon conversion of Series G Preferred Stock.
2. Vote 'FOR' the amendment to the 2017 Omnibus Equity Incentive Plan.
3. Vote 'FOR' the AgEagle Aerial Systems Inc. Employee Stock Purchase Plan (ESPP).
4. Vote 'FOR' the ratification of Grassi & Co., CPAs, P.C. as independent accountants.

Key Dates

• 2026-01-22: Special Meeting of Stockholders — Stockholders will vote on key proposals including the issuance of common stock upon conversion of Series G Preferred Stock, amendments to equity incentive plans, and ratification of independent accountants.
• 2025-12-04: Record Date — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-12-09: Anticipated mailing of proxy materials — Informs stockholders about the upcoming meeting and provides them with the necessary documents to vote.
• 2025-12-31: Fiscal Year End — The fiscal year for which Grassi & Co., CPAs, P.C. is being proposed as independent accountants.

Glossary

Series G Convertible Preferred Stock

A class of preferred stock that can be converted into a fixed number of common stock shares. (The conversion of 100,000 shares of this stock into common stock requires stockholder approval and may impact the company's capital structure and existing shareholders.)

Initial Series G Conversion Price

The price at which each share of Series G Convertible Preferred Stock can be converted into common stock. (Set at $1.23 per share, this price is a key factor in determining the number of common shares issued upon conversion and potential dilution.)

2017 Omnibus Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, and other equity-based awards to employees and directors. (An amendment to this plan is proposed, indicating potential changes to how the company incentivizes its workforce through equity.)

Employee Stock Purchase Plan (ESPP)

A plan that allows employees to purchase company stock, often at a discount, through payroll deductions. (The establishment of an ESPP is proposed to attract and retain talent by offering employees an opportunity to invest in the company.)

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document outlines the specific proposals being presented to AgEagle's stockholders at the Special Meeting.)

Quorum Requirement

The minimum number of shares that must be represented at a shareholder meeting for business to be legally transacted. (A quorum of 33-1/3% of the voting power is required for the Special Meeting to be valid.)

Year-Over-Year Comparison

This DEF 14A filing focuses on an upcoming Special Meeting to address capital structure and employee incentives, rather than providing a comprehensive overview of the previous fiscal year's financial performance as typically seen in an annual report. Therefore, a direct comparison of key financial metrics like revenue growth or margin changes to a prior filing is not feasible based solely on this proxy statement. The primary focus is on forward-looking proposals and corporate governance matters.

Key Financial Figures

• $0 — f shares of our common stock, par value $0.001, issuable upon the conversion of 10
• $0.001 — Convertible Preferred Stock, par value $0.001 per share, with an initial conversion p
• $1.23 — th an initial conversion price equal to $1.23 per share; (2) Approve an amendment t
• $60,000 — ill pay Equiniti a fee of approximately $60,000 and reimburse it for certain expenses.

Filing Documents

• formdef14a.htm (DEF 14A) — 336KB
• proxy_001.jpg (GRAPHIC) — 307KB
• proxy_002.jpg (GRAPHIC) — 247KB
• 0001493152-25-026962.txt ( ) — 1101KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 AGEAGLE AERIAL SYSTEMS INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. AGEAGLE AERIAL SYSTEMS INC. 8201 E. 34 th Street N, Suite 1307 Wichita, Kansas 67226 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS to be held January 22, 2026 TO THE STOCKHOLDERS OF AGEAGLE AERIAL SYSTEMS INC.: The Special Meeting of the stockholders (the “ Special Meeting ”) of AgEagle Aerial Systems Inc., a Nevada corporation (the “ Company ”), will be held as a virtual meeting on January 22, 2026 at 2:00 p.m., Eastern Time, at www.proxypush.com/UAVS. The Special Meeting will be held in a virtual meeting format only, and you will not be able to attend the Special Meeting physically. The Special Meeting is being held so that stockholders may be given the opportunity to: (1) Approve the issuance of shares of our common stock, par value $0.001, issuable upon the conversion of 100,000 shares of our Series G Convertible Preferred Stock, par value $0.001 per share, with an initial conversion price equal to $1.23 per share; (2) Approve an amendment to the 2017 Omnibus Equity Incentive Plan; (3) Ratify the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent accountants for the fiscal year ending December 31, 2025; (4) Approve the AgEagle Aerial Systems Inc. Employee Stock Purchase Plan; and (5) Transact any other business as may properly be presented at the Special Meeting or any adjournment thereof. Stockholders of record of the Company’s common stock at the close of business on December 4, 2025 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Your attention is directed to the proxy statement (this “ Proxy Statement ”) accompanying this Notice of the Special Meeting for a more complete statement of matters to be considered at the Special Meeting. It is anticipated that on or about December 9, 2025 we will commence mailing to our stockholders (other than those who previously requested electronic delivery) the proxy materials, which include this Notice of the Special Meeting, the proxy statement, and a proxy card. All stockholders are cordially invited to attend the Special Meeting virtually. Whether or not you plan to participate in the Special Meeting, your vote is very important, and we encourage you to vote promptly. After reading this Proxy Statement, please promptly mark, sign and date the enclosed proxy card and return it by following the instructions on the proxy card or voting instruction card or vote by telephone or by Internet. If you virtually attend the Special Meeting, you will have the right to revoke the proxy and vote your shares. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares. By Order of the Board of Directors, /s/ Grant Begley Grant Begley Chairman of the Board of Directors Dated: December 9, 2025 AGEAGLE AERIAL SYSTEMS INC. 8201 E. 34 th Street N Suite 1307 Wichita, Kansas 67226 PROXY for Special Meeting of Stockholders to be held January 22, 2026 PROXY SOLICITATION The Company is soliciting proxies on behalf of the Board of Directors (the “ Board of Directors ” or the “ Board ”) in connection with the Special Meeting of the stockholders (the “ Special Meeting ”) of AgEagle Aerial Systems Inc., a Nevada corporation (the “ Company ” or “ AgEagle ”), that will be held as a virtual meeting on January 22, 2026 at 2:00 p.m., Eastern Time, at www.proxypush.com/UAVS for the following purposes: (1) To approve the issuance of shares of our common stock, par value $0.001 (the “ Series G Issuance Proposal ”), issuable upon the conversion of 100,000 shares of our Series G Convertible Preferred Stock, par value $0.001 per share (the “ Series G Stock ”), with an initial conversion price equal to $1.23 per share (the “ Initial Series G Conversion Price ”); (2) To approve an amendment

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View this DEF 14A filing on SEC EDGAR