Form 8-K
8-K — AgEagle Aerial Systems Inc.
Accession: 0001493152-26-023812
Filed: 2026-05-15
Period: 2026-05-15
CIK: 0000008504
SIC: 3721 (AIRCRAFT)
Item: Other Events
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): May 15, 2026
AGEAGLE
AERIAL SYSTEMS INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
001-36492
88-0422242
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
505 Century Pkwy #250 Allen, Texas
75013
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (214) 667-7118
(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). ☐
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
8.01 Other Items.
On
May 15, 2026, AgEagle Aerial Systems Inc. (“EagleNXT”) provided an update to its shareholders regarding EagleNXT’s
strategic progress and accelerating second quarter momentum. A copy of the press release providing the update is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this Current Report on Form 8-K 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 Current Report
on Form 8-K are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K 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 EagleNXT’s current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict, including risks related to the success of EagleNXT’s recent investments and
joint ventures, the timing and fulfillment of current and future purchase orders relating to EagleNXT’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 EagleNXT in general, see the risk disclosures in the Annual Report on Form 10-K of EagleNXT for the
year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by EagleNXT. All such
forward-looking statements speak only as of the date they are made, and EagleNXT undertakes no obligation to update or revise these statements,
whether as a result of new information, future events or otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
99.1
Press Release, dated May 15, 2026.
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:
May 15, 2026
AGEAGLE
AERIAL SYSTEMS INC.
By:
/s/
William Irby
Name:
William
Irby
Title:
Chief
Executive Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
EagleNXT
Provides Shareholder Update as Second Quarter Momentum Builds Across Defense and Commercial Markets
● Three
U.S. Army awards secured at the beginning of Q2, providing immediate revenue contribution
● Allen,
Texas production facility operational, first U.S.-manufactured eBee VISION units delivered
to U.S. Army
● ThirdEye
USA counter-drone joint venture launched, targeting production operations by May 2026
● eBee
TAC and eBee VISION blue listed, progressing toward U.S. Army Blue UAS Marketplace listing
ALLEN,
Texas, May 15, 2026 – AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) (NYSE:
UAVS), a leading provider of full stack drone, counter-drone, sensors and software solutions for customers worldwide in the commercial
and government verticals, today provided investors with an update on the Company’s strategic progress and accelerating second quarter
2026 momentum.
“The
investments we have made in domestic manufacturing, strategic partnerships and product development are now translating into tangible
results,” commented EagleNXT CEO Bill Irby. “We entered Q2 with three U.S. Army awards in hand, reflecting the results of
our development efforts throughout 2025 and 2026 and demonstrating the sustained, growing demand for our NDAA-compliant platforms across
Army training and operational environments. Our Allen, Texas facility is now producing and shipping eBee VISION systems, and our counter-drone
joint venture with ThirdEye Systems has launched and is targeting full operations by mid-May. The growing season is driving camera demand,
two new sensor models are in development, and we are actively pursuing listing of both the eBee TAC and eBee VISION on the U.S. Army’s
UAS Marketplace as Blue-Certified products, a step that will meaningfully lower procurement friction for our federal customers. Finally,
our customer pipeline reflects growing institutional confidence in our platforms, and we are well-positioned to deliver materially stronger
results through the balance of the year.”
U.S.
Army Awards Driving Q2 Revenue
EagleNXT
entered the second quarter with three U.S. Army contract awards secured, providing immediate revenue contribution and validating the
Company’s growing role as a trusted defense partner:
● On
April 16, 2026, EagleNXT announced the sale of nine eBee VISION ISR kits, among the first
units manufactured at the Company’s new Allen, Texas production facility, to the U.S.
Army National Training Center (NTC) at Fort Irwin, California to support OPFOR realism training
and counter-UAS instruction
● On
April 6, 2026, EagleNXT announced the sale of 15 eBee VISION systems to a U.S. Army unit
stationed in Europe, expanding the platform’s deployment across allied defense missions
● On
March 19, 2026, EagleNXT announced that the U.S. Army selected the eBee VISION for acquisition
to support hands-on unmanned systems training, operator proficiency, and integration exercises
Allen,
Texas Production Facility Now Operational
EagleNXT’s
U.S. production facility in Allen, Texas is open and actively manufacturing our products. The facility serves as the cornerstone of the
Company’s domestic supply chain strategy and supports four operational functions:
● eBee
VISION production
● Consolidation
of MicaSense camera manufacturing in a single U.S.-based facility
● Counter-drone
production in connection with the ThirdEye USA joint venture
● Manufacturing
additional new products in the future
Domestic
production capability is an increasingly critical procurement eligibility requirement across U.S. federal and defense channels. The Allen,
Texas facility directly addresses this requirement, thereby opening new contract pathways that were previously inaccessible.
Expanding
Into Counter-Drone: ThirdEye USA Joint Venture Launched
On
April 14, 2026, EagleNXT announced a $10 million strategic investment in Israel’s ThirdEye Systems Ltd. and the formation of ThirdEye
USA, LLC, a U.S. joint venture in which EagleNXT holds a 51% controlling interest in. ThirdEye USA will produce counter-drone systems
at the Allen, Texas headquarters and is targeting full operations by May 2026. This transaction formally enters EagleNXT into the counter-drone
market, one of the fastest-growing segments in global defense spending.
Expanding
Into Loitering Munitions and Precision Strike Capabilities: Aerodrome Investment
On
March 6, 2026, EagleNXT announced a strategic investment in Aerodrome Group Ltd., an Israeli developer of autonomous loitering munitions,
with an option to form a joint venture serving both U.S. and Canadian markets. This expands the Company’s autonomous systems and
precision capabilities further broadening its addressable defense and commercial markets.
Sensor
Innovation and Platform Capability Expansion
EagleNXT’s
R&D activity is expanding market reach and enhancing the operational profile of its core platforms ahead of what the Company expects
to be a strong commercial and defense sales cycle:
● The
growing season is underway and is driving accelerated MicaSense camera order volume. The
recently introduced RedEdge-P Green sensor adds enhanced multispectral capability to the
Company’s precision agriculture portfolio
● Two
new camera models are currently in development, broadening EagleNXT’s sensor market
● Jam-resistant
capability is in active development for the eBee VISION, a mission-critical feature for defense
operations in GPS-contested environments that is expected to expand the platform’s
operational scope and procurement eligibility
eBee
TAC and eBee VISION are Blue Listed and advancing toward U.S. Army Marketplace Listing
EagleNXT
is actively pursuing listing of both the eBee TAC and eBee VISION on the U.S. Army’s UAS Marketplace as Blue-Certified products.
A successful listing is expected to streamline the federal purchasing process, lower procurement cycle times, and expand the addressable
customer base across defense and government channels.
2026
Outlook
First
quarter 2026 order volume and revenue were impacted by well-documented delays associated with the U.S. government shutdown, the delayed
Department of War budget approval, and the resulting lag in federal contract awards, a dynamic familiar across the defense industry.
Comparability was also affected by the prior-year period, which included approximately $1.2 million in revenue associated with the second
half of the Flying Eye order that could create a difficult year-over-year comparison.
Operating
expenses in the quarter reflected targeted investments to support the Company’s long-term growth strategy, including consulting
costs associated with the ThirdEye initiative, product development work related to new camera systems that are expected later this year,
drone software platform enhancements, and investor awareness initiatives. These investments are now producing tangible results, and management
has begun to see improving sales activity in the second quarter as procurement timing normalizes.
The
Company continues to actively manage its cost structure while making the strategic investments required to position EagleNXT for scale.
Management expects revenue to normalize toward historical trends and grow by the end of the third quarter of 2026, driven by:
● Resumption
of U.S. government procurement activity as budget approvals flow through the contracting
pipeline
● Growing
defense revenue from eBee VISION across Army and allied military customers
● Counter-drone
revenue contributions from the ThirdEye USA joint venture as production scales
● Seasonal
commercial sensor revenue from growing season camera demand
● Pending
Army UAS Marketplace listing that is expected to accelerate and simplify federal procurement
Management
will provide additional detail on first quarter 2026 financial results in the Company’s upcoming earnings release.
About
EagleNXT
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 War’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 EagleNXT’s current expectations and are subject to inherent uncertainties, risks and assumptions that are
difficult to predict, including risks related to the success of EagleNXT’s recent investments and joint ventures, the timing and
fulfillment of current and future purchase orders relating to EagleNXT’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 EagleNXT in general, see the risk disclosures in the most recently filed Annual Report on Form 10-K, and in subsequent reports on
Forms 10-Q and 8-K and other filings made with the SEC by EagleNXT. All such forward-looking statements speak only as of the date they
are made, and EagleNXT undertakes no obligation to update or revise these statements, whether as a result of new information, future
events or otherwise.
Media
Contact
Andy
Woodward
+1
(469) 451-2344
Media@EagleNXT.com
Facebook X YouTube
Investor
Relations
Email:
UAVS@EagleNXT.com
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