Stockholders’ Equity | Note 7 – Stockholders’ Equity Common Stock and Warrant Transaction On June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”). Pursuant to the terms of the Purchase Agreement, the Company has agreed to issue and sell to Investors (i) 16,720,000 0.25 25,080,000 0.38 4,180,000 5.5 16,720,000 3,817,400 25,080,000 0.38 Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 90 day period following the date of the execution of the Purchase Agreement, the Company will not (i) issue (or enter into any agreement to issue) any shares of common stock or common stock equivalents, subject to certain exceptions, or (ii) file any registration statement or any amendment or supplement thereto relating to the offering or resale of any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of Company, subject to certain exceptions. From the date of the execution of the Purchase Agreement until the six (6) month anniversary of the date of closing, neither the Company nor any Subsidiary shall effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction, subject to certain exceptions. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES Note 7 – Stockholders’ Equity – Continued For twelve (12) months following the closing date of the Offering, in the event the Company or any of its subsidiaries proposes to offer and sell shares of Common Stock or common stock equivalents (the “Offered Securities”) to investors primarily for capital raising purposes (each, a “Future Offering”), the Investors shall have the right, but not the obligation, to participate in each such Future Offering in an amount of up to 50 The Offering Shares were issued pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission (the “Commission”) on June 7, 2023, and the prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-252801), which was filed with the Commission on April 23, 2021, and was declared effective on May 6, 2021. The Warrants were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and have not been registered under the Securities Act, or applicable state securities laws. The Warrant will be issued on the date of closing. The exercise price of the Warrants and the number of Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization, or similar transaction, as described in the Warrants, but has no anti-dilution protection provisions. The Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the Warrant Shares. The Warrants contain a beneficial ownership limitation, such that none of such Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 4.99 9.99 Pursuant to the terms of the Purchase Agreement, the Company filed a registration statement on Form S-1 Registration No. 333-273332) providing for the resale by the Investors of the Warrant Shares issuable upon exercise of the Warrants. In connection with the Offering, the Company also entered into a Lock-up Agreement with the Investors and each officer and director of the Company (collectively, the “Shareholders”), for the benefit of the Investors, with respect to the shares beneficially owned the Shareholders. The restrictions on the disposition of the shares is for a period of 30 days from the date of the closing of the Offering, except for the continuous use of any existing Rule 10b5-1 trading plan and other customary exceptions. Preferred Series F Convertible Stock On June 26, 2022 (the “Series F Closing Date”), the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha Capital Anstalt (“Alpha”). Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to 35,000 10,000 10,000,000 9,920,000 10,000 16,129,032 0.62 1,000 5 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued In connection with the Series F Agreement, the Company issued a warrant to Alpha to purchase 16,129,032 0.001 0.96 10,000,000 Alpha has the right, subject to certain conditions, including shareholder approval, to purchase up to $ 25,000,000 Commencing from the Series F Closing Date and for a period of six months thereafter, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Alpha will have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Preferred Stock without their consent. On December 6, 2022, upon the issuance of the promissory note and common stock warrants with an exercise price of $ 0.44 a down round or anti-dilution trigger event occurred resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $0.44 from $ 0.62 0.96 565,161 1,680,216 2,245,377 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the December Down Round Trigger and the fair value of the Series F Warrants after December Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 150 3.77 0 On March 9, 2023, the Company received an Investor Notice from Alpha to purchase an additional 3,000 2,381 1,000 0.42 7,142,715 0.42 3,000,000 As a result of issuing the additional 3,000 0.42 0.44 38,226 217,750 255,976 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the March Down Round Trigger and the fair value of the Series F Warrants after March Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 131 4.46 0 Upon the issuance of the Offering Shares and Warrants on June 8, 2023, a down round or anti-dilution trigger event occurred resulting in the conversion price of the remaining Series F Preferred Stock and the exercise price of the Series F Warrants adjusting down from $0 .42 .25 787,823 3,867,095 4,654,918 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the down round trigger and the fair value of the Series F Warrants after down round trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 2.5 106 4.28 0 All deemed dividends to the Series F stockholder were recorded as additional paid in capital and an increase to accumulated deficit and as an increase to total comprehensive loss attributable to Common Stockholders in computing earnings per share on the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2023, Alpha converted 840 1,838 2,000,000 4,304,762 54,234 121,155 1,000 5 At-the-Market Sales Agreement In accordance with a May 25, 2021, at-the-market Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents, the Company sold 4,251,151 1.04 1.18 4,583,341 141,754 Acquisition of senseFly In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 3,000,000 Exercise of Common Stock Options For the six months ended June 30, 2022, 150,000 0.41 61,500 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Stock-based Compensation The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. For the three and six months ended June 30, 2023, the Company recorded $ 469,835 982,365 748,023 2,501,904 Pension Costs senseFly S.A. sponsors a defined benefit pension plan (the “Defined Benefit Plan”) covering all its employees. The Defined Benefit Plan provides benefits in the event of retirement, death or disability, with benefits based on age and salary. The Defined Benefit Plan is funded through contributions paid by senseFly S.A. and its employees, respectively. The Defined Benefit Plan assets are Groupe Mutuel Prévoyance (“GMP”), which invests these plan assets in cash and cash equivalents, equities, bonds, real estate and alternative investments. The Projected Benefit Obligation (“PBO”) includes in full the accrued liability for the plan death and disability benefits, irrespective of the extent to which these benefits may be reinsured with an insurer. The actuarial valuations are based on the census data as of December 31, 2022, provided by GMP. The Defined Benefit Plan has a PBO in excess of Defined Benefit Plan liabilities. For the three and six months ended June 30, 2023, the amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were $ 699 44,044 2,641 Restricted Stock Units For the six months ended June 30, 2023, a summary of RSU activity is as follows: Summary of RSU Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 1,620,940 0.40 Canceled (99,754 ) 1.55 Vested and released (354,107 ) 3.02 Outstanding as of June 30, 2023 2,550,146 $ 1.12 Vested as of June 30, 2023 2,094,174 $ 1.04 Unvested as of June 30, 2023 455,972 $ 1.51 For the six months ended June 30, 2023, the aggregate fair value of RSU awards at the time of vesting was $ 644,969 For the three and six months ended June 30, 2023, the Company recognized $ 381,155 734,417 170,717 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity - Continued For the six months ended June 30, 2022, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 440,841 1.20 Canceled (106,000 ) 2.86 Vested and released (354,107 ) 3.02 Outstanding as of June 30, 2022 1,127,984 $ 3.10 Vested as of June 30, 2022 452,617 $ 4.01 Unvested as of June 30, 2022 675,367 $ 2.48 For the six months ended June 2022, the aggregate fair value of RSU awards at the time of vesting was $ 527,699 For the three and six months ended June 30, 2022, the Company recognized $ 375,047 1,575,284 910,000 Issuance of RSUs to Current Officers of the Company On May 11, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 968,690 On March 29, 2023, upon recommendation of the Compensation Committee, the Board granted to the officers of the Company in connection with the 2022 executive compensation plan, granted to the officers of the Company 640,000 For the three and six months ended June 30, 2023, the Company recognized stock-based compensation expense of $ 371,105 639,905 0.38 0.42 Stock Options For the six months ended June 30, 2023, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Granted 275,000 0.35 0.16 3.02 — Exercised — — — — — Expired/Forfeited (57,249 ) 5.73 3.08 — — Outstanding as of June 30, 2023 2,778,982 $ 1.93 $ 1.05 3.01 $ 9,750 Exercisable as of June 30, 2023 2,232,641 $ 2.26 $ 1.23 2.65 $ 9,750 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity-Continued For the three and six months ended June 30, 2023, the Company recognized $ 88,681 247,948 153,161 For the six months ended June 30, 2022, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 260,000 0.91 0.43 3.02 — Exercised (150,000 ) 0.41 0.30 — 35,415 Expired/Forfeited (199,419 ) 6.11 3.28 — — Outstanding as of June 30, 2022 2,452,248 $ 2.56 $ 1.39 3.61 $ 240,897 Exercisable as of June 30, 2022 1,759,030 $ 2.36 $ 1.30 3.34 $ 240,897 For the three and six months ended June 30, 2022, the Company recognized $ 376,902 926,620 1,105,155 Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of June 30, 2023 (for outstanding options), less the applicable exercise price. For the three and six months ended June 30, 2023 and 2022, the significant assumptions relating to the valuation of the Company’s stock options granted were as follows: Schedule of Significant Weighted Average Assumptions 2023 2022 June 30, 2023 2022 Stock price $ 0.35 $ 0.65 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 64.37 % 69.91 % Risk-free interest rate 4.12 % 2.73 % AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity-Continued Issuances of Options to Officers and Directors On June 30, 2023, the Company issued to directors and officers options to purchase 125,000 0.23 13,000 17 0.10 On March 31, 2023, the Company issued to directors and officers options to purchase 150,000 0.45 31,350 3,919 3,961 0.21 Cancellations of Options For the three and six months ended June 30, 2023, as a result of employee terminations and options expirations, stock options aggregating 34,061 57,249 87,363 176,273 166,249 199,419 513,500 654,300 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) |