Form 8-K

8-K — AgEagle Aerial Systems Inc.

Accession: 0001493152-26-038454

Filed: 2026-08-14

Period: 2026-08-14

CIK: 0000008504

SIC: 3721 (AIRCRAFT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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): August 14, 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 2.02

Results of Operations

and Financial Condition

August 14, 2026, AgEagle Aerial Systems Inc. issued a press release announcing its financial results for the quarter ended June 30, 2026,

and provided a company update. A copy of the press release is furnished herewith as Exhibit 99.1.

The

information furnished under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,

and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth

by specific reference in such a filing.

Item 9.01

Financial Statements

and Exhibits.

The

following exhibits are being furnished herewith:

(d)

Exhibits.

Exhibit

Number

Description

99.1

Press Release, dated August 14, 2026 (furnished herewith)

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:

August 14, 2026

AGEAGLE AERIAL SYSTEMS INC.

By:

/s/ Alison

Burgett

Name:

Alison Burgett

Title:

Chief Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

EagleNXT

Reports Second Quarter 2026 Financial Results Highlighted by Strategic Repositioning and Multi-Division Sales Growth

● Second

quarter revenue nearly doubled compared to the first quarter of 2026

● Drone

revenue increased 67% sequentially from the first quarter of 2026

● Sensor

revenue increased 112% sequentially from the first quarter of 2026

● Allen,

Texas production facility scaling across drone, sensor, and counter-drone manufacturing

● ThirdEye

USA counter-drone joint venture selected for U.S. Central Command EXTiC 26-2 experimentation

event

● Systems

are at Technology Readiness Level 9 and available for sale in the United States and Canada

● Company

positioned to close 2026 from a stronger operating base following a first half of strategic

investments that have reshaped the business

ALLEN,

Texas, August 14, 2026 – AgEagle Aerial Systems Inc. (dba, EagleNXT) (the “Company” or “EagleNXT”

or “AgEagle”) (NYSE: UAVS), a leading provider of full stack drone, sensors, counter-UAS, and software solutions for customers

worldwide in the commercial and government verticals, today reported financial results for the second quarter ended June 30, 2026. Complete

financial statements are available in the Company’s Quarterly Report on Form 10-Q filed today with the Securities and Exchange

Commission (the “SEC”).

“We

entered 2026 with a defined plan to make strategic moves that would reposition this business for scale, and we have executed against

that plan quarter by quarter,” commented EagleNXT CEO Bill Irby. “Revenue nearly doubled sequentially this quarter, and that

is the first clear evidence that those decisions are converting. We now manufacture domestically in Allen, Texas, we have entered the

counter-drone market through our majority-owned joint venture ThirdEye USA and demonstrated that capability at a U.S. Central Command

experimentation event, and we are advancing platform certifications that open procurement pathways previously closed to us. Taken together,

the strategic investments we made in the first half of 2026 have materially reshaped this company. Each of these actions was taken to

build the operating foundation required for durable growth rather than to produce a single quarter’s result. That foundation is

now in place, and our focus for the balance of this year is converting it into sustained commercial momentum.”

Sequential

drone revenue growth

Drone

revenue increased 67% in the second quarter of 2026 compared to the first quarter, reflecting improving order flow as federal

procurement timing normalized and as the Company’s domestic manufacturing capability began supporting deliveries. First quarter

order volume had been affected by delays associated with the U.S. government shutdown and the resulting lag in federal contract awards,

a dynamic experienced broadly across the defense industry.

U.S.

Army awards and defense demand

EagleNXT

entered the second quarter with three U.S. Army contract awards in hand, which contributed revenue during the period:

● On

April 16, 2026, the Company announced the sale of nine eBee VISION ISR kits, among the first

units manufactured at the Allen, Texas facility, to the U.S. Army National Training Center

at Fort Irwin, California, supporting OPFOR realism training and counter-UAS instruction

● On

April 6, 2026, the Company announced the sale of 15 eBee VISION systems to a U.S. Army unit

stationed in Europe, expanding deployment across allied defense missions

● On

March 19, 2026, the Company announced that the U.S. Army selected the eBee VISION to support

hands-on unmanned systems training, operator proficiency, and integration exercises

The

Allen, Texas facility is preparing to complete delivery of nine eBee VISION systems to the U.S. Army, with shipment expected in the third

quarter of 2026.

Domestic

manufacturing at scale

The

Allen, Texas production facility is operational and manufacturing across four functions: eBee VISION production, consolidated MicaSense

camera manufacturing in a single U.S. facility, counter-drone production through the Company’s majority-owned ThirdEye USA joint

venture, and capacity for additional products. Domestic production capability is an increasingly critical procurement eligibility requirement

across U.S. federal and defense channels, and the facility opens contract pathways that were previously inaccessible to the Company.

Counter-drone:

ThirdEye USA operational and selected for CENTCOM experimentation

Following

the Company’s $10 million strategic investment in Israel-based ThirdEye Systems Ltd. and the formation of ThirdEye USA, LLC (“ThirdEye

USA”), a joint venture in which EagleNXT holds a 51% controlling interest, counter-drone production is underway at the Allen, Texas

facility. On July 27, 2026, the Company announced that ThirdEye USA, the Company’s majority-owned counter-drone joint venture,

was selected to participate in Experimentation: Transforming in Contact (EXTiC) 26-2, a U.S. Central Command initiative conducted in

collaboration with the Defense Innovation Unit, held July 27 to 29, 2026. The program tests emerging technologies in operationally relevant

scenarios and carries the potential for contract awards without further competition following validation. ThirdEye USA demonstrated MeduzaX,

an AI-powered counter-UAS system manufactured at the Allen facility that detects, tracks, and classifies hostile drones using passive

electro-optical technology.

ThirdEye

USA’s counter-drone systems are at Technology Readiness Level 9 and are available for sale in the United States and Canada. Customer

response at the EXTiC 26-2 demonstration generated qualified sales leads in the U.S. market, and the Company is actively pursuing initial

counter-drone orders during the second half of 2026. To support that effort, EagleNXT has added Lindsay Ryan and Caleb Johnson to form

a dedicated counter-drone sales team.

Counter-drone

remains among the fastest-growing segments of global defense spending, and the joint venture positions EagleNXT to participate in that

demand with domestically produced systems.

Expanded

autonomous systems capability

The

Company’s strategic investment in Aerodrome Group Ltd. (“Aerodrome”), an Israeli developer of autonomous loitering

munitions, includes an option to form a joint venture serving the U.S. and Canadian markets, further broadening the Company’s addressable

defense market beyond ISR into precision effects. Aerodrome continues to advance its Phoenix LT loitering munition in coordination with

the Israel Defense Forces.

July 22, 2026, the Company announced a strategic investment in Agilis Air Inc. (“Agilis Air”), a U.S.-based quadcopter UAS

manufacturer, further expanding domestic platform capability across the Company’s product portfolio. Agilis Air is currently competing

for U.S. Drone Dominance program opportunities.

Platform

certification and procurement access

The

eBee TAC and eBee VISION are Blue listed, and the Company continues to advance toward listing both platforms on the U.S. Army’s

UAS Marketplace as Blue-Certified products. A successful listing is expected to streamline federal purchasing, reduce procurement cycle

times, and expand the addressable customer base across defense and government channels.

Sensor

portfolio expansion

Sensor

revenue increased 112% sequentially in the second quarter. MicaSense camera demand accelerated during the growing season, supported by

the RedEdge-P Green sensor introduced earlier this year. Two additional camera models remain in development. Jam-resistant capability

for the eBee VISION continues in active development, a mission-critical feature for operations in GPS-contested environments that is

expected to expand both the platform’s operational scope and its procurement eligibility.

Second

quarter 2026 financial summary

● Revenue

of $2.7 million, compared to $1.4 million in the first quarter of 2026 and $4.1 million in

the second quarter of 2025

● Gross

margin of 50.6%, compared to 41.7% in the first quarter of 2026 and 56% in the second quarter

of 2025

● Cash

and cash equivalents of $15.9 million as of June 30, 2026, compared to $29.5 million as of

December 31, 2025

Additional

details, including complete financial statements and accompanying notes, are available in the Company’s Quarterly Report on Form

10-Q filed with the SEC.

Outlook

EagleNXT

expects continued revenue progression through the second half of 2026, supported by the normalization of federal procurement activity,

growing eBee VISION demand across Army and allied military customers, initial counter-drone contribution from the Company’s majority-owned

ThirdEye USA joint venture, seasonal commercial sensor revenue, and the pending Army UAS Marketplace listing. The Company continues to

actively manage its cost structure while making the investments required to support scale.

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.

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.

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 timing and fulfillment 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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