UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF THE

~~the~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

Date of Report (Date of earliest event reported): ~~February~~March 64, 2026

AGEAGLE AERIAL SYSTEMS INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Nevada

Nevada

001-36492

88-0422242

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(State or other jurisdiction of incorporation)

8201 E. 34th Street N, Suite 1307, Wichita, Kansas		67226
(Address of principal executive offices)		(Zip Code)

001-36492		88-0422242
(Commission File Number)		(IRS Employer Identification No.)

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

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~~each ~~Class~~class Trading Symbol(s) Name of ~~Each~~each ~~Exchange~~exchange on ~~Which~~which ~~Registered~~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 1.01 Entry into a Material Definitive Agreement.

AsOn ~~previously~~March ~~disclosed~~4, ~~on November 5~~2026, ~~2025,~~ AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”) entered into a ~~Securities Purchase~~private ~~Agreement~~placement subscription (the “~~Purchase~~ Agreement”) with ~~the~~Aerodrome ~~investors~~Group ~~party~~Ltd. ~~thereto~~ (~~the~~ “~~Purchasers~~Aerodrome”),. ~~pursuant~~Pursuant to ~~which~~the Agreement, ~~subject to~~ the ~~terms~~Company ~~and~~purchased ~~conditions~~11,523,750 ~~set~~ordinary ~~forth~~shares ~~therein,~~of ~~the~~Aerodrome ~~Company~~at ~~agreed~~a toprice ~~issue~~of ~~and~~0.80 ~~sell~~NIS toper ~~the~~share ~~Purchasers~~for an aggregate of ~~up to 100~~9,219,000 ~~shares~~ ~~of the Company’s Series G Convertible Preferred Stock, $0~~NIS.~~001~~ ~~par~~The Agreement ~~value~~is ~~per~~subject ~~share~~to ~~(the~~customary ~~“Series~~closing ~~G Preferred Stock”)~~conditions.

OnThe ~~February~~Agreement 6,also ~~2026,~~outlines the ~~Company~~framework ~~and~~for the ~~Purchasers,~~creation ~~entered~~of ~~into~~a ~~that~~joint ~~certain~~venture ~~Amendment~~between toEagleNXT ~~Securities~~and ~~Purchase~~Aerodrome ~~Agreement,~~that ~~pursuant~~will todistribute ~~which,~~advanced ~~the~~autonomous ~~Purchase~~uncrewed ~~Agreement~~systems ~~was~~in ~~amended~~the ~~to,~~United ~~among~~States ~~other~~and ~~things,~~Canada. ~~change~~The ~~the~~formation ~~time~~of ~~when~~ the ~~Purchasers~~joint ~~may~~venture ~~elect~~is subject to ~~purchase Additional Preferred Shares (as defined in~~ the ~~Purchase~~execution ~~Agreement)~~of ~~from~~mutually acceptable ~~every~~definitive ~~thirty-one~~documents ~~trading~~setting ~~days~~forth tothe ~~any~~terms ~~time,~~and ~~provided~~conditions ~~that~~governing ~~each~~the ~~such~~joint ~~purchase~~venture ~~shall be~~and inapplicable aregulatory ~~minimum amount of $2,000,000~~approvals.

~~The foregoing~~Item ~~description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which was filed as Exhibit 10~~8.101 toOther ~~this Current Report on Form 8-K and is incorporated herein by reference~~Items.

A copy of the press release announcing the Aerodrome investment 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 Aerodrome or the proposed 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 No.		Description
Exhibit Number		Description
10.1		Amendment to Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the Purchases
99.1		Press Release, dated March 6, 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, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGEAGLE AERIAL SYSTEMS INC.
Dated: March 6, 2026	AGEAGLE AERIAL SYSTEMS INC.
Date: February 6, 2026	By:	/s/ Alison Burgett
	By:	/s/ William Irby
		Alison Burgett
	Name:	William Irby
		Chief Financial Officer
	Title:	Chief Executive Officer

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