AgEagle Aerial Systems Inc (UAVS)

[realfast95]

Effectiveness Date: June 1, 2021 5:00 P.M.
Form: S-3
CIK: 0000008504
Company Name: AgEagle Aerial Systems Inc.
File Number: 333-255940

[realfast95]

From 10Q
Note 4 – Notes Receivable



On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement to produce a patented Drone Delivery Station for Valqari LLC (“Valqari”), The Company, entered into a Convertible Promissory Note pursuant to which the Company has made a loan to Valqari, in the principal aggregate amount of $500,000 (the “Note”), which amount accrues interest at a rate of three percent per annum.



The loan matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that has accrued, but remains, unpaid shall be due. The Note provides for an automatic six month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $15,000,000, (y) such offer, upon consummation, would result in a change in control (as defined in the note) of Valqari, and (z) at such time Valqari, is actively engaged in the negotiation or finalization of such acquisition transaction; or (ii) Valqari has initiated, or is in the process of initiating, a conversion to a “C-Corporation” under the Internal Revenue Code, whereas such conversion will be completed no later than one day prior to the extended Maturity Date. Valqari may not prepay the Note prior to the Maturity Date.



In the event of a change in control or conversion of Valqari to a “C-Corporation” under the Internal Revenue Code on or before the Maturity Date, the Company may convert the outstanding principal amount of the Note and any unpaid accrued interest into (i) Class B Common Units of Valqari: immediately prior to the closing of a Change in Control or (ii) upon Valqari’s conversion to a C-corporation, shares of Valqari Common Stock, in both cases at a conversion price no higher than a pre-money valuation of $15,000,000.



The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter.



On April 15, 2021, the note was due. The Company is in active discussions with Valqari to confirm per the agreement if the requirements to extend the note have been fulfilled.

[realfast95]

Article with Valqari mentioned

https://thespoon.tech/yum-brands-to-acquire-dragontail-systems/

[realfast95]

reference material - CEO's twitter id
Brandon Torres Declet
@BTD75

https://twitter.com/BTD75/with_replies

[realfast95]

Roundtable: High Conviction Investing with ARK Invest's Renato Leggi (May 24, 2021) (Cathie Wood's funds)

starting at 41:15 he talks about their investment in 2 Drone delivery companies

TRMB
KTOS

https://www.youtube.com/watch?v=_QaJaRn12xM&t=2768s

[realfast95]

The CEO Mr Declet, appeared on Fox Business June 2017 when he was running Measure

https://www.youtube.com/watch?v=d_TloxjVgC0

[mantisforce]

Mr. Declet has several law degrees. and is well aware to these frivolous lawsuits, hence he took the helm of AgEagle. Someone of his status in the drone industry as a leader and innovator would be compromised if had any doubts of the company losing in court.... adding more to my position before they throw out these lawsuits...

[realfast95]

yes small

[Porterhouse10]

You in bud?

[realfast95]

$100 Million ATM will kill every rally. At the same time capitalize on it. I'm okay with this.

[mantisforce]

Enough Said.

[gmoney305]

o yeah 100 mill stock offering up we go back to 8

[gmoney305]

HOly dOG SHit i didn't know uavs was on ihub this whole time lmao been in this since $2.70 to bad i didn't sell at $17 ouch o well still here long and STRONG with a side of vodka ...thanks banita

[mantisforce]

Mr. Declet is an excellent choice as new CEO.
Co-Founder, CEO & Director
Brandon is widely considered the leading thinker and entrepreneur in the drone industry. He served on the FAA Drone Registration Task Force and in senior level positions for the NYPD, the Senate Intelligence and Judiciary Committees, and the House Homeland Security Committee.

[realfast95]

AgEagle Aerial Systems Appoints Drone Industry Leader Brandon Torres Declet as New Chief Executive Officer

[mantisforce]

Q1 earnings are good, the next one will be even better.... CEO has a mission to make AgEagle a multibillion corporation.... they are on their way...

[realfast95]

AgEagle Aerial Systems Reports First Quarter 2021 Results
May 17 2021 - 08:30AM
GlobeNewswire Inc.

AgEagle™ Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry leading drone solutions provider, today reported its financial results for the three months ended March 31, 2021.

First Quarter 2021 Key Financial Highlights:

Total revenue for the three months ended March 31, 2021 increased significantly to approximately $1.7 million compared to $391,000 in the prior year period. The increase in revenue was largely attributable to drone sensor sales by MicaSense™, which AgEagle acquired in late January 2021, and sales of our HempOverview™ SaaS solution to other states.

Gross profit margin improved to 63% from 55% as a result of the Company’s strategy to expand its product and service offerings to include higher margin drone sensors and software solutions.

Net loss was $2.9 million, or $(0.5) per share, compared to a net loss of $403,000, or $(0.03) per share, in the first quarter of 2020. The higher net loss was primarily attributable to increased operating expenses primarily associated with AgEagle’s acquisition and capital formation activities, team expansion initiatives and research and development costs relating to innovative new drone technologies in development.

As of March 31, 2021, the Company had $24.2 million in cash on its balance sheet compared to $23.9 million as of December 31, 2020.

Key Operational Highlights:

In late January 2021, AgEagle completed the $23 million acquisition of MicaSense, one of the world’s leading providers of multispectral and thermal sensors for the commercial drone market. Sold in over 70 countries worldwide and integrated with over 150 different drones, MicaSense’s suite of high performance sensors are a vital component of drone systems in-demand by a wide range of industries.

In January 2021, the Iowa Department of Agriculture and Land Stewardship licensed AgEagle’s proprietary HempOverView platform to manage the State’s online registration, payment processing, comprehensive data collective and compliance oversight of hemp cultivation for the 2021, 2022 and 2023 planting seasons.

During the first quarter of 2021, AgEagle successfully expanded its workforce with highly experienced and diverse talent from within and outside the industry. The Company continues to actively look for skilled engineers, developers and other professionals to complement its team.

Subsequent to the end of the first quarter 2021, AgEagle completed the acquisition of Measure Global in a cash and stock transaction valued at $45 million. Measure’s comprehensive software solution Ground Control helps businesses save thousands of hazardous man-hours and create millions of dollars in operational benefits to its growing customer base comprised largely of Fortune 500 companies.

J. Michael Drozd, AgEagle Chief Executive Officer, commented, “Our first quarter results are a direct reflection of the success AgEagle has begun realizing from its defined growth strategy centered on being an industry pioneer in The Drone Age™. Given the enormous size and scope of the enterprise market opportunity drones represent, it is incumbent upon innovative, trusted companies to find new ways to leverage advanced drone technology solutions and data intelligence to deliver one-stop-shopping for quality end-to-end drone solutions that solve important business challenges. Based on our progress thus far, AgEagle is clearly well on its way to becoming the preferred provider for these solutions.”

For more detailed information on AgEagle’s first quarter financial results, please view the related 10-Q filed with the SEC and available at www.sec.gov.

Corporate Update Conference Call and Webcast:

As a reminder, AgEagle’s leadership team will host a live conference call and webcast today, beginning at 4:30 PM Eastern Time. The corporate update will be broadcast live and available for replay here or via AgEagle’s website at https://ageagle.com/events/.

[realfast95]

Earnings Q1

[mantisforce]

Looks like AgEagle is going to use upto $200,000,000.00 for an M&A... is my guess

[Kroozer1]

It’s just a bunch of scab law firms trying to drum up business sad

[mantisforce]

I would stick with UAVS..... Rolls Royce Holdings, is trying to sell off a NATO military supplier to RUSSIA.... Not a good idea. Maybe if they could find a different buyer, like a NATO one, or sell off something else in their holdings...

[BottomBounce]

$UAVS or RYCEY Drones ? https://dronelife.com/2021/03/12/the-rolls-royce-of-passenger-drones/

[Taurus69]

$uavs $6.4999 v -0.2501 (-3.71%)
Volume: 2,408,857 @03/26/21 8:00:00 PM EDT

[mantisforce]

Big News NSCC News

[mantisforce]

Excellent news! Bit important hires

[mantisforce]

Partner News Read text that stated Valqari and their partners

[surfsup10]

People bought on the dip.. from a down market and whatever(?). UAVS needs to pick up, dust off and hopefully resume from here

[surfsup10]

Apparently you were more moral/ethically then 'they' were with the so-called info. 'They' had many people believing that Amazon was onboard. Heard Amazons' gonna do there own drone rollout

[realfast95]

Drones Are Bringing The 19th Hole To Any Hole

https://www.zerohedge.com/technology/drones-are-bringing-19th-hole-any-hole

https://www.freightwaves.com/news/drones-are-bringing-the-19th-hole-to-any-hole

By Brian Straight of Modern Shipper

Many golfers wish they could reach for a cold drink moments after hooking their seventh straight tee shot into the woods. The lack of electricity and staffing issues prevent golf courses from offering this level of customer service on each hole. If you are lucky, your local course may have a vending machine at the ninth hole.

But that could soon change. At Sun City Country Club in Sun City, Arizona, a significant development took place this week that may open up the opportunity for food and beverage delivery while on the course, leading to increased revenue opportunities for country clubs and more convenience for golfers.

“Successfully demonstrating our drone delivery system at Sun City Country Club was the first crucial step in advancing our efforts to produce turnkey drone solutions capable of addressing real-world commercial applications on and off the golf course,” Michael Drozd, CEO of AgEagle Aerial Systems, said.

Drone provider AgEagle partnered with Valqari, a Chicago-based startup that is building a drone delivery “mailbox” that allows drones to deliver packages directly into a safe and secure box.

The companies demonstrated their combined solution at Sun City. A drone picked up a package with beverages at the Valqari Drone Delivery Station outside the clubhouse restaurant and delivered that package to a second delivery station located on the course.

“Sun City Country Club provided us with the ideal venue for conducting this initial pilot test. We greatly appreciate their enthusiasm for the prospect of enhancing the overall golfing experience for their patrons through drone-enabled on-demand delivery of food and refreshments to our secure Drone Delivery Stations,” Ryan Walsh, Valqari founder and CEO, said. “This demonstration of AgEagle and Valqari technologies shows just one of the many ways our joint system can be used to optimize fast and secure deliveries for industries ranging from hospitality to commercial deliveries and beyond.”

Once the drone released the package and departed, the Drone Delivery Station was activated, relocating the package from the top of the station to a lower compartment for the golfer to retrieve the order.

“We were very pleased to have Sun City serve as the site for the AgEagle and Valqari pilot demo,” Jamey Lewis, Sun City Country Club manager, said. “We were duly impressed with their game-changing approach to delivering drinks, food and snacks to golfers and can envision this system being integrated into our course, and perhaps courses worldwide, in the future. It really does take customer experience and convenience to an entirely new level.”

Valqari’s system allows the creation of an order through an app. A box is inserted into a slot in the Drone Delivery Station. A global positioning system navigates the drone to the landing pad, where an “elevator system” raises the package to the drone to be attached.

As the drone approaches the destination, it signals the Delivery Station to open the storage compartment, lowers itself in and releases the package onto a pad. The package is then lowered into the correct compartment, where it is locked and secured until pickup.

The recipient receives a notification the package is ready for pickup. Upon arrival at the box, the recipient must verify his or her identity and select the proper package for retrieval. The slot will then open once that is all confirmed.

[ME3ee]

[Taurus69]

$uavs $8.18 ^ 0.19 (2.38%)
Volume: 2,914,643 @02/26/21 8:00:00 PM EST

[mantisforce]

You must be new to investing.... there is always these types of frivolous lawsuits when investors loss money, when they sell, or the stock price goes down biggly...Nothing will come of it.

[surfsup10]

Whats this new Class action lawsuit filing??? ...geesh ! Bought on the dip a couple days ago.. no more til I kno whats going on

[mantisforce]

FAA live twitter feed FAA live drone updates

[mantisforce]

It shows that mutual funds and institutes are continuing to add to their positions...this company is I believe a unicorn... IMHO.

[XenaLives]

From the link -

UAVS Responds to False Claims from Short Seller Seeking to Manipulate the Company’s Stock
AgEagle Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry leading drone solutions provider, today announced a response to the recent short-selling research report released by Bonitas Research yesterday morning, which contained false, inaccurate and misleading information regarding the Company.

J. Michael Drozd, CEO of AgEagle, stated, “The report by Bonitas Research contains multiple baseless claims, which we refute in the strongest possible terms. It is a clear attempt to manipulate and profit from the Company’s resulting stock price decline. The report did not even reflect the proper stock exchange our common shares trade on, much less substantiate any of its allegations.”

The following is AgEagle’s response to certain claims made in the Bonitas Research report:

The Company has stated on numerous occasions that it is contractually obligated not to disclose the name of its major ecommerce client due to adherence to the terms and conditions of a non-disclosure agreement between the client and AgEagle. Further, the Company does not and will not comment on rumors or speculation about its clients as a matter of policy.

Insider ownership as a percentage of the shares issued and outstanding has declined due in large measure to the increase in shares issued in association with the Company’s capital raising activities over the past year. In addition, the Company’s founder and former Chairman has formally resigned from AgEagle in accordance with the management succession plan announced in early 2020. As such, Mr. Chilcott is no longer deemed an affiliate.

Drozd continued, “Attacks from shorting outfits, such as Bonitas Research, would ordinarily not be dignified with a response. However, its attempt at impugning AgEagle’s integrity and ethics require a clear and thorough refutation of their disparaging misrepresentations. We intend to review all of our options on how to appropriately respond, up to and including litigation and referral of the entire matter to the proper regulatory authorities.”

Note: In 2019 and 2020, several media outlets reported on one instance where legal action was taken against Bonitas Research for making false and materially misleading statements to the public. According to an article published in The Sydney Morning Herald, in a scathing court judgement against Texas-based Bonitas Research by the New South Wales Supreme Court, Justice David Hammerschlag stated, “I am satisfied that they knew or ought reasonably to have known that the statements and information were false in material particulars or were materially misleading. They did not care that they were false.”

About AgEagle Aerial Systems Inc.

Founded in 2010, Wichita-based AgEagle is one of the nation’s leading commercial drone technology, services and solutions providers. We deliver the metrics, tools and strategies necessary to define and implement drone-enabled solutions that solve important problems for our valued customers. AgEagle’s growth strategies are centered on the delivery of advanced drone technologies, contract manufacturing services and agtech solutions. Our goal is to establish AgEagle as one of the dominant commercial drone design, engineering, manufacturing, assembly and testing companies in the United States and become the world’s trusted source for turnkey drone delivery services and solutions. In addition, we continue to leverage our reputation as one of the leading technology solutions providers to the Agriculture industry with best-in-class drones, along with data analytics for hemp and other commercial crops. Through our subsidiary, AgEagle Sensor Systems, Inc., d/b/a MicaSense, we remain at the forefront of multispectral sensor development, providing high quality drone-based cameras to the global market.

https://www.reddit.com/r/Rainmakers/

[surfsup10]

Why did (HAIL) come up with that link? We're down again today.. picked up some more shares

[mantisforce]

wer are grouped with other good companies Fidelilty link

[gfrasca]

https://www.reddit.com/r/Rainmakers/

[mantisforce]

Hit piece from short firm Bonitas Research....AgEagle responded back and and cleared the false claims by that short firm; that has been fined many times for stock manipulation.

[surfsup10]

Wahhh happened today??? ..whoa.. down $5.. whole 'Market' overall down today

[mantisforce]

Bonitas Research in court Court Case against Bonitas Research

[mantisforce]

Short Hit Piece from Bonitas Research, backed by Seeking Attention... AgEagle should sue them defamation.

[mantisforce]

Pretty cool video On the golf course, food and drnk delivery

[surfsup10]

Honeywell.. I was tryin' to find the connection too.. with drones.. but did see they're into aircraft & aerospace products

[mantisforce]

Cramer on Friday...Cramer states AgEagle is spec...that is crazy, drones are the future...Buy Honeywell he says... he most likely owns Honeywell stock... what a nob.

[surfsup10]

Mad Money Jim Cramer gave UAVS a shout-out last Friday afternoon.. and says he's excited about its future

[mantisforce]

Typical, every morning the MM trigger stop losses... no matter it will go back after they steal cheap shares.

[mantisforce]

last quarter ER should be released today or Friday....

[mantisforce]

Lots of big buys of 40k to 50k @ $15+