Form 8-K

8-K — AgEagle Aerial Systems Inc.

Accession: 0001493152-26-014207

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0000008504

SIC: 3721 (AIRCRAFT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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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 OF 1934

Date

of Report (Date of earliest event reported): March

31, 2026

AGEAGLE

AERIAL SYSTEMS INC.

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-36492

88-0422242

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

8201

E. 34th Street N, Suite

1307, Wichita,

Kansas

67226

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (620) 325-6363

(Former

name or former address, if 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:

☐

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))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

UAVS

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

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

2.02

Results

of Operations and Financial Condition

March 31, 2026, AgEagle Aerial Systems, Inc. issued a press release announcing its financial results for the quarter and full year ended

December 31, 2025, and provided a company update. A copy of the press release is furnished herewith as Exhibit 99.1.

The

information furnished under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth

by specific reference in such a filing.

Item

9.01

Financial

Statements and Exhibits.

The

following exhibits are being furnished herewith:

(d)

Exhibits.

Exhibit

Number

Description

10.1

Press Release, dated March 31, 2026 (furnished herewith)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated:

March 31, 2026

AGEAGLE

AERIAL SYSTEMS INC.

By:

/s/

Alison Burgett

Name:

Alison

Burgett

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

EagleNXT

Provides Corporate Update and Reports Fiscal 2025 Financial Results

Improved

margins, reduced net loss, and strengthened balance sheet position Company for scalable growth across Defense and Commercial markets

in 2026

ALLEN,

Texas, March 31, 2026 – AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) (NYSE:

UAVS), a leading provider of full stack drone, sensors and software solutions for customers worldwide in the commercial and government

verticals, today provides a corporate update and announces its financial results for the year ended December 31, 2025.

Corporate

Highlights FY2025

● Expanded

defense and government footprint through international deployments of the eBee VISION platform

across Latin America and Asia, reinforcing demand for mission-capable unmanned systems

● Initiated

a strategic investment in Aerodrome Group Ltd., expanding exposure to next-generation unmanned

systems with extended range and mission-critical capabilities

● Advanced

commercial momentum through continued adoption across public safety, environmental monitoring,

and infrastructure markets, supporting diversification

● Delivered

year-over-year growth in drone sales and improved gross margins, reflecting disciplined cost

management and scaling of core product lines

● Launched

global shipments of next-generation RedEdge-P™ sensors, expanding the high-margin

sensor portfolio and strengthening position in precision agriculture and advanced imaging

● Strengthened

capital structure through a purchase agreement for up to $100 million in Series G preferred

financing, enhancing financial flexibility

● Advanced

product development across the integrated drone and sensor platform, aligning capabilities

with evolving defense, government, and enterprise requirements

● Expanded

global presence through targeted international initiatives, increasing visibility across

key end markets

Financial

Highlights FY 2025

● Increased

drone product sales by $1.6 million, or approximately 35% year-over-year

● Reduced

general and administrative expenses by $0.6 million during the year ended December 31, 2025

● Raised

total aggregate proceeds of approximately $36.2 million from preferred equity issuances and

warrant exercises during the year ended December 31, 2025, providing working capital and

supporting ongoing operations and strategic initiatives

EagleNXT

CEO Bill Irby commented, “We executed with discipline and focus in 2025 as we improved gross margins, materially reduced our net

loss, and strengthened our balance sheet to support the next phase of growth. We made deliberate decisions to streamline the business,

sharpen our focus on higher-value opportunities, and align our cost structure with demand across defense, government, and commercial

markets. With increasing adoption of our advanced drone and sensor solutions and a stronger capital position, we enter 2026 with greater

clarity, improved operating leverage, and a clear path toward sustained value creation.

“As

we look ahead to 2026, our focus is on converting growing demand into scalable revenue while continuing to expand our presence across

defense, government, and commercial markets. The current global environment is reinforcing the strategic importance of unmanned systems,

with increasing adoption driven by evolving operational needs and a heightened focus on advanced, mission-capable technologies. We are

seeing this translate into broader interest in solutions that extend range, endurance, and real-time intelligence capabilities across

a range of applications. With a stronger capital position, we remain focused on capital allocation and targeted growth initiatives as

we work to enhance operating leverage and drive sustained long-term shareholder value,” concluded Mr. Irby.

Key

Financial Results

● As

of December 31, 2025, the Company’s cash on hand was approximately $29.9 million, an

increase of $26.3 million, or approximately 730%, as compared to $3.6 million as of December

31, 2024

● For

the year ended December 31, 2025, revenues were $12.8 million as compared to $13.4 million

during the year ended December 31, 2024, a decrease of $0.6 million, or 4.3%, reflecting

a shift in revenue mix toward higher-growth drone platforms, partially offset by lower sensor

and SaaS revenues

● Gross

profit was $6.6 million as compared to $6.3 million for the year ended December 31, 2024,

an increase of $0.4 million, or 5.6%, with gross margin expanding to 51.8% from 47.0%

● For

the year ended December 31, 2025, general and administrative expenses were $9.0 million as

compared to $9.6 million for the year ended December 31, 2024, a decrease of $0.6 million,

or 6.4%

● Research

and development expenses were $3.6 million as compared to $4.0 million for the year ended

December 31, 2024, a decrease of $0.4 million, or 9.0%

● Net

loss improved significantly to $(5.3) million as compared to $(35.0) million for the year

ended December 31, 2024, a reduction of $29.7 million, or approximately 85%

About

EagleNXT

is a leading developer of high-performance drones, advanced sensors, and intelligent software solutions that deliver critical aerial

intelligence to customers around the world. With more than one million flights conducted globally, EagleNXT’s platforms are trusted

across defense, public safety, agriculture, infrastructure, and environmental monitoring applications. The Company’s drone systems

have achieved multiple industry firsts, including FAA approvals for Operations Over People (OOP) and Beyond Visual Line of Sight (BVLOS),

as well as EASA C2 certification in Europe and inclusion on the U.S. Department of Defense’s Blue UAS list. EagleNXT’s sensors

are integrated on more than 150 different drone models and are used in over 100 research publications worldwide, reinforcing its leadership

in precision agriculture, surveying, and environmental sustainability initiatives.

Forward-Looking

Statements

Certain

statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking

statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,”

“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,”

“seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,”

“suggest,” “target,” “aim,” “should,” “will,” “would,” or the

negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking

statements are based on AgEagle’s current expectations and are subject to inherent uncertainties, risks and assumptions that are

difficult to predict, including risks related to the timing and fulfilment of current and future purchase orders relating to AgEagle’s

products, the success of new programs and software updates, the ability to implement a new strategic plan and the success of a new strategic

plan. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For

a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking

statements, as well as risks relating to the business of AgEagle in general, see the risk disclosures in the most recently filed Annual

Report on Form 10-K of AgEagle and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by AgEagle. All such

forward-looking statements speak only as of the date they are made, and AgEagle undertakes no obligation to update or revise these statements,

whether as a result of new information, future events or otherwise.

Media

Contact

Andy

Woodward

(469) 451-2344

Andy.woodward@EagleNXT.com

Facebook X YouTube

Investor

Relations

Email:

UAVS@EagleNXT.com

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