Form 8-K

8-K — AgEagle Aerial Systems Inc.

Accession: 0001493152-26-016470

Filed: 2026-04-14

Period: 2026-04-13

CIK: 0000008504

SIC: 3721 (AIRCRAFT)

Item: Entry into a Material Definitive Agreement

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): April 13, 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

1.01 Entry into a Material Definitive Agreement.

April 13, 2026, AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) entered into a private

placement agreement (the “Agreement”) with ThirdEye Systems Ltd. (“ThirdEye Systems”). Pursuant to the Agreement,

the Company agreed to invest an aggregate amount between $10.0 million and $14.95 million (according to the ILS/U.S. dollar exchange

rate of 3.03) in exchange for 3,268,608 ordinary shares and 1,618,227 rights to shares of ThirdEye Systems. The ordinary shares were

issued at a price per share equal to 9.27 ILS and the exercise price of the rights to shares is 9.27 ILS per share. The Agreement is

subject to customary closing conditions as well as the execution of the Edge Investment (as defined in the Agreement).

Pursuant

to the terms of the Agreement, EagleNXT and ThirdEye Systems also entered into a joint venture agreement (the “JV Agreement”)

on April 13, 2026 that provided for the formation of ThirdEye USA, LLC (“ThirdEye USA”) as a Delaware limited liability company.

ThirdEye USA will provide a line of counter-drone products and systems to the U.S. and Canadian markets. The Company will own 51.0% of

ThirdEye USA and has the right to appoint three of its five managers. EagleNXT anticipates that ThirdEye USA will be operational by May

2026.

Item

8.01 Other Items.

copy of the press release announcing the ThirdEye investment and the JV Agreement 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 investment in ThirdEye

or the ThirdEye USA joint venture, the timing and fulfilment 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 April 14, 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: April 14, 2026

AGEAGLE AERIAL SYSTEMS INC.

By:

/s/ William Irby

Name:

William Irby

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

EagleNXT

Acquires $10M stake in Israel’s ThirdEye Systems Ltd. and Launches US Joint Venture for Counter Drone Systems

Joint

Venture to produce Counter-drone Systems in EagleNXT’s Global Headquarters in Allen, Texas

ALLEN,

Texas, April 14, 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 announced a key move aligned with its comprehensive growth strategy – a $10.0 million strategic investment in

ThirdEye Systems Ltd., an Israeli developer of advanced counter-drone systems (“ThirdEye Systems”), and the

establishment of a joint venture with ThirdEye Systems called ThirdEye USA, LLC (the “ThirdEye USA”).

The

new U.S.-based entity will provide a line of counter-drone products and systems to the U.S. and Canadian markets, and will operate out

of EagleNXT’s headquarters in Allen, Texas. EagleNXT will own 51.0% of ThirdEye USA and ThirdEye Systems will own the remaining

49.0%. Under the terms of the joint venture agreement, EagleNXT is entitled to appoint three of the five managers of ThirdEye USA.

ThirdEye

Systems specializes in electro-optical recognition and AI-powered counter-drone systems and has a proven track record of successful field

deployments of its optical detection and identification systems for use in fixed installations, armored and unarmored tactical vehicles,

and drone-mounted solutions. Its product portfolio includes the Argus Shield, Meduza X, Chimera UL, vEYE, fEYE, and Tesseract.

“ThirdEye

Systems has developed world-class, high performance optical recognition and counter-drone capabilities that complement our expanding

portfolio of UAS solutions,” said Bill Irby, EagleNXT’s CEO. “With the establishment of the ThirdEye USA joint venture

in our Allen, Texas facility, we are strengthening our position in the defense and security markets while delivering American-produced,

localized solutions that align with U.S. acquisition and export requirements.”

This

partnership combines EagleNXT’s expertise in unmanned aerial systems (“UAS”), multispectral and thermal sensors, and

extensive deployment experience across defense and public safety sectors with ThirdEye Systems’ proprietary AI-driven electro-optical

algorithms and proven counter-UAS solutions. The collaboration is expected to accelerate the development and delivery of integrated,

high-performance solutions for counter-UAS capability, situational awareness, target acquisition, and advanced aerial intelligence applications,

delivering passive, stealthy, and real-time detection capabilities that meet the demanding requirements of U.S. and other customers.

The

joint venture will leverage EagleNXT’s existing manufacturing, integration, testing, and support infrastructure in the United States

to localize domestic production, speed up go-to-market efforts, and help ensure full compliance with U.S. requirements. The Company anticipates

that ThirdEye USA will be operational by May 2026.

This

strategic move is part of EagleNXT’s continued expansion from its legacy businesses into high-growth defense and public safety

verticals, building on the Company’s proven track record of delivering reliable aerial intelligence solutions trusted by customers

worldwide.

“Our

joint venture with ThirdEye Systems, along with our recent strategic investment in Aerodrome Group Ltd. further strengthens our offering

by adding advanced loitering munition and precision-strike Aerodrome capabilities, enabling autonomous target discrimination and next-generation

offensive operations. Customers can now turn to a single, trusted partner for the complete air-domain spectrum: aerial intelligence gathering,

robust counter-drone defenses, and high-precision offensive UAS capabilities, all designed to protect what matters most,” Irby

said.

For

more information about the full suite of EagleNXT UAS solutions, or to schedule a demo, visit EagleNXT.com or contact the EagleNXT

Media Relations team.

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 success of EagleNXT’s investment in ThirdEye Systems or the ThirdEye USA joint

venture, 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, 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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