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 1934

 

Date of Report (date of earliest event reported): July 18, 2018

 

AGEAGLE AERIAL SYSTEMS INC.

(Exact name of registrant as specified in charter)

 

Nevada 3721 88-0422242
(State of Incorporation)  (Primary Standard Industrial Classification Code Number.) (IRS Employer
Identification No.)

 

117 S. 4th Street

Neodesha, Kansas 66757
(Address Of Principal Executive Offices) (Zip Code)

 

620-325-6363
(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, is 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 (see General Instruction A.2. below):

[_]        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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective as of July 18, 2018, Mr. Barrett Mooney joined AgEagle Aerial Systems Inc. (the “Company”), as Chief Executive Officer. Mr. Bret Chilcott, founder of the Company, stepped down as Chief Executive Officer, but will remain with the Company as President and Chairman of the Board.

 

Mr. Mooney brings an extensive track record of growing agriculture and sustainability businesses. From May 1, 2017 to July 18, 2018, he served as Group Product Lead for The Climate Corporation, a subsidiary of Monsanto (recently acquired by Bayer), where he led the satellite imagery team, managed a team focused on using artificial intelligence to enhance crop yield production and introduced a new organizational structure to improve sales efficiency. Prior to The Climate Corporation, from July 1, 2012 to May 1, 2017, Mr. Mooney co-founded and was CEO and president of HydroBio, a software company that used satellite-driven image analytics to conserve water and maximize crop yields. In May 2017, he sold HydroBio to The Climate Corporation. Mr. Mooney holds a Doctor of Philosophy in Agricultural and Biological Engineering from the University of Florida. He is also a member of the American Society of Agricultural and Biological Engineers.

Pursuant to an employment offer letter dated July 9, 2018, Mr. Mooney will receive as compensation for his services as Chief Executive Officer a base salary of $220,000 per year, which shall be subject to annual performance review by the Compensation Committee of the Board and may be revised by the Board, in its sole discretion. Mr. Mooney received an initial grant of 75,000 shares of restricted common stock of the Company which is fully vested. Mr. Mooney shall also be eligible to receive an award of 75,000 shares of restricted common stock of the Company which shall fully vest as of January 1, 2019 if, and only if, the stock price of the Company reaches $3.55 per share and the closing price per share is at or above such price at the end of the day on January 1, 2019.

In addition, Mr. Mooney is eligible to receive an award of 20,000 nonqualified stock options under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) upon securing one sustainability pilot program on or before October 31, 2018, and an additional award of 30,000 nonqualified stock options under the Equity Plan upon securing a second sustainability pilot program on or before January 31, 2019. Both awards shall provide for immediate vesting and exercisability at an exercise price equal to the fair market value of the Company’s shares of common stock underlying the options as of the date of grant. Mr. Mooney will also be eligible receive an award of up to 55,000 nonqualified stock options under the Equity Plan based upon the results of his annual performance review in the first quarter of 2019.

Mr. Mooney does not have any family relationships with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. Mr. Mooney is not a party to any transactions listed in Item 404(a) of Regulation S-K.

 The foregoing is not a complete summary of the terms and conditions of Mr. Mooney’s employment offer letter. The employment offer letter is furnished as Exhibit 10.1 hereto.

 

Item 8.01 Other Events.

 On July 17, 2018, the Company issued a press release announcing the appointment of Barrett Mooney as Chief Executive Officer.  A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit Number   Description
     
10.1   Employment Offer Letter dated July 9, 2018
99.1   Press Release dated July 17, 2018

2

 

 

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.

  AGEAGLE AERIAL SYSTEMS INC.
   
  By:  /s/ Nicole Fernandez-McGovern
  Name: Nicole Fernandez-McGovern
  Title: Chief Financial Officer

Dated: July 18, 2018

3

 

 

 

Exhibit 10.1  

AgEagle Aerial Systems, Inc.

117 S 4th St Neodesha, KS 66757

 

July 09, 2018

 

Barrett Mooney

1854 E Lake D r .

Littleton, CO 80121

  

Re: Offer of Employment

Dear Barrett,

AgEagle Aerial Systems, Inc., a Nevada corporation (the “Company”) is pleased to offer you a position as Chief Executive Officer with our Company pursuant to the following terms and conditions of employment. You shall commence employment as of July 18th, 2018 (your “Commencement Date”). You shall be based out of your home office until the acquisition of Agribotix, at which time you will be based out of our Boulder, Colorado office and will report to the Board of Directors of the Company (the “Board”).

 

As a condition of your employment, and in consideration of your employment and the payments and benefits provided herein, you are required to sign and return to the Company the enclosed Employee Confidentiality and Proprietary Rights Agreement (the “Confidentiality Agreement”).

 

During your employment with the Company, you are required to devote your full business time and best efforts to your duties and you may not, except with prior written permission from the Company, be personally employed or engaged in any capacity with any business other than the Company. You acknowledge and agree that, as an employee of the Company, you will comply with all laws and regulations, as well as Company rules, policies and procedures as may be in effect from time to time.

 

Your base salary shall be $220,000 per year, paid in accordance with the Company’s standard payroll procedures. Your performance shall be reviewed annually by the Compensation Committee of the Board and your base salary may be revised by the Board, in its sole discretion. Additionally, the Company shall withhold from any payments made to you (including, without limitation, those specified in this offer letter) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental regulation or ruling.

 

 

 

 

During your employment, you will receive vacation, sick and personal days in accordance with then current Company policy. Effective July 1, 2019 , you will be eligible to participate in the Company’s employee benefit plans and programs generally available to Company employees. Any benefits to which you are entitled shall be determined in accordance with such plans and programs and Company policy. The Company reserves the right to suspend, amend or terminate any employee benefit plan or program at any time. 

 

As soon as practicable following your execution of this letter and commencement of employment with the Company, you shall be awarded 75,000 shares of restricted common stock of the Company which shall be fully vested as of the Effective Date of your commencement of employment, subject to your arrangement for satisfaction of applicable federal, state, local or other taxes and withholdings requirements.

 

You will also be eligible to receive a one-time award of 75,000 shares of restricted common stock of the Company which shall be fully vested as of January 1, 2019 if, and only if, the stock price of the Company reaches $3.55 per share and the closing price per share is at or above such price at the end of the day on January 1, 2019, subject to your arrangement for satisfaction of applicable federal, state, local or other taxes and withholdings requirements.

 

In addition, you shall be eligible to receive a one-time award of 20,000 Nonqualified Stock Options under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) upon securing one sustainability pilot program on or before October 31, 2018 (the “First Performance Option”). The First Performance Option shall be subject to the terms of the Equity Plan and standard option award agreement which shall have a term of 10 years and shall provide for immediate vesting and exercisability at an exercise price equal to the fair market value of the option shares as of the date of grant. A pilot program will be defined as an agreement with a nationally recognized food brand and it will have the potential to turn into a multi-year program with dramatically increased revenue opportunity. The pilot program will have revenues of at least $100,000 with minimum gross profit of break even.

 

You shall be eligible to receive a second one-time award of 30,000 Nonqualified Stock Options under the Equity Plan upon securing a second sustainability pilot program on or before January 31, 2019 (the “Second Performance Option”). The Second Performance Option shall be subject to the terms of the Equity Plan and standard option award agreement which shall have a term of 10 years and provide for immediate vesting and exercisability at an exercise price equal to the fair market value of the option shares as of the date of such second option grant. For avoidance of doubt, if you do not achieve the first sustainability pilot program until after October 31, 2018 but do achieve both a first and second pilot program prior to January 31, 2019, you shall not be eligible for the First Performance Option but shall receive the Second Performance Option upon securing a second sustainability pilot program prior to January 31, 2019. The pilot program will have revenues of at least $100,000 with minimum gross profit of break even.

 

In connection with your performance review in the first quarter of 2019, you shall be eligible to receive an additional award of up to 55,000 Nonqualified Stock Options based on a positive annual review with the Board, subject to such terms and conditions as the Board shall specify in the applicable option award agreement.

 

 

 

 

All option awards provided for hereunder shall be subject to your continued employment with the Company through the applicable vesting date or event, as well as your execution of and continued compliance with the Confidentiality Agreement and applicable option award agreements under the terms of the Equity Plan.

 

This offer is not a guarantee of employment for a specific period of time. Your employment with the Company, should you accept this offer, will be “at-will,” which means that you or the Company may terminate your employment for any or no reason, at any time. In the event you elect to resign your employment with the Company, you agree to provide the Company with 30 days’ written notice of your termination of employment. During this notice period, the Company may ask you to perform specific duties or no duties at all and may ask you not to attend work during all or any part of your notice period. During your notice period, you will continue to receive the salary and benefits that you had been receiving immediately prior to such period, subject any changes generally made for other employees of the Company. Further, upon termination of your employment for any reason, you agree to cooperate with the Company with respect those business-related matters of which you have knowledge and to assist with the orderly return of Company property and transfer of your work to others, as directed by the Company.

 

 You should be aware that the Company employees are not permitted to make any unauthorized use of documents or other information in their employment with the Company which could properly be considered or construed to be confidential or proprietary information of another individual or company. Likewise, the Company employees may not bring with them onto the premises of the Company any confidential documents or other form of tangible information relating to their prior employer’s business. Further, you represent to the Company that you are not subject to any contract or other restriction or obligation that is inconsistent with your accepting this offer of employment and performing your duties.

 

This offer of employment and continued employment is conditioned on your establishing your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA).

Enclosed is a copy of the Employment V erification Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on your first day of work.

 

This offer is also contingent upon your satisfactory completion (at the Company’s sole discretion) of reference, drug and background checks. This is a standard procedure required for all new hires. Please see the attached consent and waiver form for this procedure.

 

This offer letter, as well as all matters concerning, arising out of or relating to your employment shall be governed by and construed under the laws of the State of Colorado, without regard to its conflict-of-law principles. Further, any dispute concerning or arising out of this offer letter or otherwise out of your employment with the Company shall be heard exclusively in an appropriate state or federal court in Colorado and you hereby consent, and waive any objection, to the jurisdiction of any such court. You and the Company each hereby irrevocably waive the right to trial by jury in any action or proceeding based upon, arising out of, or in any way relating to this offer letter and all matters concerning your employment with the Company (or the termination thereof).

 

 

 

 

By signing this letter, you acknowledge that (1) you have not relied upon any representations other than those set forth in this offer letter; (2) the terms of this offer constitute the entire understanding and contain a complete statement of all the agreements between you and the Company; (3) this offer letter supersedes all prior and contemporaneous verbal or written agreements, understandings or communications between you and the Company; and (4) any subsequent agreement or representation between you and the Company shall not be binding on the Company unless contained in writing signed by you and an authorized representative of the Company.

 

Barrett, we are very excited about the prospect of you joining the Company, and expect that your employment here will be a mutually rewarding experience.

 

If you have any questions or issues that may arise after reviewing this offer letter, please don’t hesitate to contact me. We look forward to welcoming you to AgEagle Aerial Systems, Inc.

 

Sincerely,

   
Bret Chilcot  

“Agreed and Acknowledged” (please sign, date and retain a copy for your records)

 

 

Date: July 13, 2018  

 

 

Exhibit 99.1 

 

AgEagle Appoints Barrett Mooney as Chief Executive Officer

Proven Executive Tapped to Capitalize on Sustainable Agriculture Opportunity

 

Neodesha, KS – July 17, 2018 – AgEagle Aerial Systems, Inc. (NYSE American: UAVS), a leading provider of drone imagery data analytics for the precision and sustainable agriculture markets, has appointed Barrett Mooney as chief executive officer, effective July 18, 2018. He succeeds the company’s founder, Bret Chilcott, who will remain at AgEagle as chairman and president overseeing its precision ag business.

 

Mooney brings an extensive track record of growing agriculture and sustainability businesses. Previously, he served as group product lead for The Climate Corporation, a subsidiary of Monsanto (recently acquired by Bayer for $62.5 billion), where he led a cross-functional team focused on satellite imagery analytics, machine learning and artificial intelligence to enhance field productivity and introduced a new organizational structure to improve sales efficiency.

 

Prior to The Climate Corporation, Mooney was co-founder and CEO of HydroBio, a software company that used satellite-driven image analytics to conserve water and maximize crop yields. In May 2017, he sold HydroBio to The Climate Corporation (acquired by Monsanto for $930 million in 2013).

 

“Mooney’s extensive leadership experience in agricultural sustainability will be an invaluable asset to the company,” said Bret Chilcott, president and founder of AgEagle. “His successful track record and proven ability to manage sustainability efforts across the globe to reduce water usage and enhance food production provided me with the utmost confidence in selecting him to lead our organization. We look forward to leveraging his expertise in aerial imagery as we look to capitalize on the high-growth opportunity in the sustainable agriculture industry.”

 

Mooney co-founded HydroBio to provide farmers with the necessary irrigation insights to improve water-use efficiency and maximize crop yields. He was instrumental in transitioning the company from start-up to an international leader across 16 countries within two years. During his tenure, he optimized irrigation systems for over 250,000 acres of crop, managing 1.5 trillion gallons of water globally. Mooney successfully negotiated and executed the sale of HydroBio to The Climate Corporation, where he continued his career and seamlessly integrated the company onto their platform.

 

Mooney commented on his appointment: “I’m excited to join the team at such a pivotal time for AgEagle. The number of corporations seeking sustainability solutions continues to grow at a fast pace, and I believe AgEagle has built a unique platform to support their needs through enhanced imagery and data analytics. I look forward to leveraging my extensive background in agricultural sustainability as the company enters its next chapter of growth.”

 

Barrett Mooney holds a Doctor of Philosophy in Agricultural and Biological Engineering from the University of Florida. He is also a member of the American Society of Agricultural and Biological Engineers.

 

About AgEagle Aerial Systems, Inc.

Founded in 2012, AgEagle is a provider of drone imagery data analytics for the precision and sustainable agriculture markets. The company designs, produces, distributes and supports technologically-advanced small unmanned aerial vehicles (UAVs or drones) that collect valuable information for farmers by flying over large fields of corn, soybeans, wheat and other types of crops. These UAVs collect thousands of ultra-high-resolution images using sophisticated near-infrared sensors, or cameras, which are ultimately utilized to enhance yield and identify sustainability opportunities for farmers and agribusinesses alike.

 

The company is based in Neodesha, Kansas. For more information, please visit www.ageagle.com.

 

Contacts:

Analysts and Institutional Investors

Liolios Investor Relations

Cody Slach

Sean Mansouri

P: 949-574-3860

 

Individual and Retail Investors

Integra Consulting Group

Jeremy Roe

P: 925-262-8305