Private Placement (Form 8-K)

Sale of Series F Convertible Preferred Stock

As previously reported on a Current Report on Form 8-K filed on June 30, 2022, AgEagle Aerial Systems Inc. (the "Company") entered into a Securities Purchase Agreement, dated June 26, 2022 (the "Original SPA"), as subsequently amended by the Series F SPA Amendment Agreement dated February 8, 2024 and the Series F SPA Amendment Agreement dated July 25, 2024 (the "Series F Amendment Agreements", and together with the Original SPA, the "SPA"), with Alpha, pursuant to which Alpha Capital Anstalt ("Alpha") purchased 10,000 shares of the Company's Series F 5% Convertible Preferred Stock (the "Series F Preferred Stock") and a warrant to purchase 5,212,510 shares of the Company's Common Stock. Pursuant to the terms of the SPA, Alpha had the right to purchase up to an aggregate of $25,000,000 stated value of the Series F Preferred Stock and accompanying warrants (the "Additional Investment Right"), at a purchase price equal to the volume-weighted average prices ("VWAPs") of the Company's common stock for three trading days prior to the date Alpha gives notice to the Company that it will exercise its Additional Investment Right.

On June 6, 2025, Alpha exercised its Additional Investment Right for the aggregate purchase of 500 shares of Series F Preferred Stock convertible into 418,831 shares of Common Stock, in the aggregate, at a conversion price of $1.1938 and warrants to purchase up to 418,831 shares of Common Stock at an exercise price of $1.1938 per share for an aggregate purchase price of $500,000. The Warrants will be immediately exercisable upon issuance and have a three-year term.

On June 9, 2025, Alpha exercised its Additional Investment Right for the aggregate purchase of 1,000 shares of Series F Preferred Stock convertible into 838,864 shares of Common Stock, in the aggregate, at a conversion price of $1.1928 and warrants to purchase up to 838,864 shares of Common Stock at an exercise price of $1.1928 per share for an aggregate purchase price of $1,000,000. The Warrants will be immediately exercisable upon issuance and have a three-year term.

The Series F Preferred Stock and Warrants are being issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.