8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): July 10, 2018

AGEAGLE AERIAL SYSTEM INC.

(Exact name of registrant as specified in charter)

Nevada	3721	88-0422242
(State of Incorporation)	(Primary Standard Industrial Classification Code Number.)	(IRS Employer Identification No.)

117 S. 4th Street

Neodesha, Kansas 66757
(Address Of Principal Executive Offices) (Zip Code)

620-325-6363
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, is Changed Since Last Report)

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):

[_]       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))

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).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2018, the Company appointed Corbett Kull as an independent director to serve on the company’s board of directors (the “Board”). Mr. Kull’s appointment fills a vacancy on the Board.

Since  December 8, 2014, Mr. Kull has served as senior director of marketing for The Climate Corporation, a subsidiary of Monsanto (now Bayer), which provides software, hardware and insurance products to farmers worldwide. Prior to his role at The Climate Corporation, in 2013, Mr. Kull  co-founded 640 Labs, an agribusiness that leveraged the power of analytics, mobile technologies and cloud computing to help farmers capture and store in-field data. In December 2014, he sold 640 Labs to The Climate Corporation. Mr. Kull received his Master in Business Administration, with an emphasis in Marketing, from the Illinois Institute of Technology. He earned Bachelors of Science in Electrical Engineering from Rose-Hulman Institute of Technology.

Mr. Kull does not have any family relationships with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Kull is not a party to any transactions listed in Item 404(a) of Regulation S-K.

As compensation for his services as an independent director, Mr. Kull shall receive:

· An initial grant of 41,250 stock options at an exercise price of $1.77 per share (the “Initial Grant”). The Initial Grant is exercisable for a period of five years and vests in equal quarterly installments over a one year period from the date of grant.

· A quarterly grant of 16,500 with an exercise price at the current market price of the Company’s common stock at the time of issuance (the “Quarterly Options”). The Quarterly Options are exercisable for a period of five years from the date of grant and vest in equal quarterly installments over a period of two years from the date of grant.

Item 8.01 Other Events.

On July 11, 2018, the Company issued a press release announcing the appointment of Corbett Kull as an independent director.  A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Director Offer letter, dated July 10, 2018
99.1	AgEagle Aerial Systems, Inc. Press Release, dated July 11, 2018

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SIGNATURES

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.
By:	/s/ Nicole Fernandez-McGovern
Name:	Nicole Fernandez-McGovern
Title:	Chief Financial Officer

Dated: July 11, 2018

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EX-10.1

Exhibit 10.1 

  

July 10, 2018

Mr. Corbett Kull

PO Box 2840

Palatine, IL 60078

Dear Mr. Kull:

On behalf of AgEagle Aerial Systems, Inc., a Nevada corporation (the “Company”), I am pleased to invite you to join the Company’s Board of Directors (the “Board”). If you accept, you will serve as a Director from the date that you sign this letter of appointment (the “Effective Date”) until the date upon which you are not re-elected or your earlier removal or resignation.

You shall have all responsibilities of a Director imposed by Nevada or applicable law, and the Articles of Incorporation and Bylaws of the Company, as may be amended from time to time. You may also be requested to serve on a committee of the Board. These responsibilities shall include, but shall not be limited to, the following:

· Telephonic meetings with the CEO, the Board and similar parties, and occasional in- person scheduled meetings of the Board;

· Participation in the development and refinement of the Company’s strategic plan, business plan and long-term vision;

· Assisting the Company in achieving stated milestones; and

· Representing the stockholders and the interests of the Company as a fiduciary.

In consideration for your services and upon approval by our Board of Directors, you will receive the following compensation. The terms and conditions of the stock option grants will be pursuant to the terms of a stock option agreement.

· An initial grant of 41,250 stock options at an exercise price of $1.77 per share (the “Initial Grant”). The Initial Grant is exercisable for a period of five years and vests in equal quarterly installments over a one-year period from the date of grant.

· A quarterly grant of 16,500 with an exercise price at the current market price of the Company’s common stock at the time of issuance (the “Quarterly Options”). The Quarterly Options are exercisable for a period of five years from the date of grant and vest in equal quarterly installments over a period of two years from the date of grant.

You will receive indemnification as a Director of the Company to the maximum extent extended to Directors of the Company generally, as set forth in the Company’s Articles of Incorporation, Bylaws, and the Directors and Officers insurance coverage the Company maintains.

By accepting this offer, you are representing to us that (i) you do not know of any conflict that would restrict your service on the Board, (ii) there is nothing in your background that would disqualify you from serving on the Board, and (iii) you will not provide the Company with any documents, records, or other confidential information belonging to other parties. Since we are a public company, if asked, you will complete a Director’s Questionnaire and agree to a background check.

I hope that this offer is satisfactory to you and I look forward to your joining the Company’s Board of Directors. Please indicate your acceptance of this offer by signing below and returning one copy of this offer to me as soon as possible. By signing below, you acknowledge that you have read this agreement and fully understand the nature and effect of it and the terms contained herein and that the said terms are fair and reasonable and correctly set out your understanding and intention.

Corbett, I very much look forward to having you on the Board of AgEagle, and working with you to achieve great things for this company.

Very truly yours,

Bret Chilcott Director & CEO

I accept the position on the Board of Directors of AgEagle Aerial Systems, Inc., under the terms and conditions set forth herein.

	7/10/2018
Corbett Kull	Date

EX-99.1

Exhibit 99.1 

 

AgEagle Appoints Industry Veteran Corbett Kull to Board of Directors 

Neodesha, KS – July 11, 2018 – AgEagle Aerial Systems, Inc., (NYSE American: UAVS) an aerial drone imagery collection and analytics company, has appointed Corbett Kull to its board of directors, effective July 10, 2018. His appointment expands the board to five members and fills an open vacancy.

Mr. Kull currently serves as senior director of marketing for The Climate Corporation, a subsidiary of Monsanto (recently acquired by Bayer for $62.5 billion), which provides software, hardware and insurance products to farmers worldwide. Prior to his role at The Climate Corporation (acquired by Monsanto for $930 million in 2013), Kull co-founded 640 Labs, an agribusiness that leveraged the power of analytics, mobile technologies and cloud computing to help farmers capture and store in-field data. Within two years of co-founding the company, he sold 640 Labs to The Climate Corporation in December, 2014.

640 Labs was started with the intent of helping farmers more seamlessly collect information about their farming operations. Since the acquisition, Kull led the engineering team that launched the Climate FieldView Drive and Climate FieldView Cab App. The Climate FieldView platform is on more than 120 million acres with more than 100,000 users across the United States, Canada and Brazil.

“Corbett has a wealth of experience in the agriculture industry, particularly by way of ag technology and data analytics,” said Bret Chilcott, CEO of AgEagle. “Having founded and sold 640 Labs to a Monsanto subsidiary, one of the largest players in the agriculture industry, speaks to the level of knowledge and expertise he will bring to our board. We look forward to leveraging his ag tech experience and vast network as we further develop and ramp our food sustainability business.”

Kull commented: “AgEagle has built a strong data collection and analytics platform that has significant opportunity for long-term growth. Though precision ag has become a necessary tool for farmers to increase food production and efficiency, sustainability is now top of mind for all major corporations and farmers alike. I believe AgEagle is on the verge of an inflection point, and I look forward to joining the board as they look to capitalize on the growing need for sustainability analytics.”

Kull received his MBA, with an emphasis in Marketing, from the Illinois Institute of Technology. He also earned his BS in Electrical Engineering from the Rose-Hulman Institute of Technology.

About AgEagle Aerial Systems, Inc.

Founded in 2012, AgEagle designs produces, distributes and supports technologically-advanced small unmanned aerial vehicles (UAVs or drones) that it supplies to the precision agriculture industry. The company’s line of automated flying drones collects valuable information for farmers by flying over large fields of corn, soybeans, wheat and other types of crops, collecting thousands of ultra-high-resolution pictures using sophisticated near-infrared sensors, or cameras. These aerial images are ultimately utilized to enhance yield and promote sustainability.

The company is based in Neodesha, Kansas. For more information, please visit www.ageagle.com.

Contacts:

Analysts and Institutional Investors

Liolios Investor Relations

Cody Slach

Sean Mansouri

P: 949-574-3860

Individual and Retail Investors

Integra Consulting Group

Jeremy Roe

P: 925-262-8305