Exhibit 10.1
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): April 28, 2020
AGEAGLE AERIAL SYSTEMS INC.
(Exact name of registrant as specified in charter)
| Nevada | 001-36492 | 88-0422242 |
| (State of Incorporation) | (Commission File No.) | (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))
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | UAVS | NYSE American LLC |
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. |
On April 28, 2020, AgEagle Aerial Systems Inc. (the “Company”), extended an offer of employment that was accepted by Mr. Michael Drozd to serve as the Company’s new Chief Executive Officer. Mr. Drozd will join the Company on or before June 1, 2020. The Company previously announced that Mr. Barrett Mooney would resign from his role as Chief Executive Officer effective as of May 5, 2020, but would remain with the Company as Chairman of the Board thereafter. In the event Mr. Drozd joins after May 5, 2020, Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer will act as Interim Chief Executive Officer until Mr. Drozd officially commences his new role..
From 2015 through 2019, Mr. Drozd served as President of Eurofins AgBio Division, a global business focused primarily on testing for the agriculture sector (seed, plant and animals) with an emphasis on using genetic analysis. From 2014 until 2015, he was Chief Operating Officer of Arbiom, a French biotechnology company where he restructured the organization, materially increasing overall efficiency and improving resource allocations through numerous measured steps and initiatives. Mr. Drozd served as President and CEO of Aseptia/Wright Foods from 2011 through 2014, a leading technology company in shelf-stable food processing and co-packaging.
Mr. Drozd will receive a base salary of $235,000 per year, which shall be subject to annual performance review by the Compensation Committee of the Board and may be revised by the Committee, in its sole discretion. Mr. Drozd is entitled to receive an annual 20% bonus, which may be a mix of cash and stock options, based upon his performance as determined by certain metrics to be established by the Board and Mr. Drozd. He will receive an initial grant of 100,000 restricted stock units under the Company’s 2017 Omnibus Equity Incentive Plan (the “Equity Plan”), which will fully vest after one year of continued employment. Mr. Drozd is eligible to receive a quarterly award of 15,000 non-qualified stock options under the Equity Plan. At the time of issuance, the stock option award agreements will set forth the vesting, exercisability and exercise price of the stock options as of the date of the grants.
Mr. Drozd 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. Drozd 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. Drozd’s offer letter. The offer letter is set forth as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
On May 1, 2020, the Company issued a press release announcing the appointment of Michael Drozd 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
| Exhibit No. | Description | |
| 10.1 | Employment Offer Letter, dated April 28, 2020 | |
| 99.1 | AgEagle Aerial Systems, Inc. Press Release, dated May 1, 2020 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: May 1, 2020
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Exhibit 10.1
Exhibit 99.1
AgEagle Aerial Systems Appoints New Chief Executive Officer
Accomplished Business Executive Michael Drozd Recruited to
Lead Company Into Next Phase of Growth
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NEODESHA, Kan. – May 1, 2020 – (GLOBE NEWSWIRE) – AgEagle Aerial Systems Inc. (NYSE American: UAVS), an industry leading provider of unmanned aerial vehicles and advanced aerial imagery, data collection and analytics solutions, has appointed J. Michael Drozd as the Company’s new Chief Executive Officer, who shall commence employment on or before June 1, 2020. Drozd will replace current CEO Barrett Mooney, who will soon become Executive Chairman of the Board.
For the past three decades, Drozd has earned distinction as an accomplished business leader with a proven reputation for business building, market development, product commercialization, entrepreneurship and innovation. Prior to joining AgEagle, he was recruited by a Denver-based private equity group to serve as the CEO of their Hemp Companies (renamed RYTE). RYTE’s holdings include a sizable hemp farm as well as a major CBD extraction and ag processing facility, along with an IP portfolio. During his tenure, Drozd launched RYTE Brands as a diversified portfolio of CBD companies through acquisitions and led the Company’s first acquisition, Moksha Chocolate. In addition, he recruited a world class leadership team, optimized CBD extraction to create one of the highest quality CBD crude oil extracts at scale, and helped launch a consumer-facing brand.
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For the past three decades, Drozd has earned distinction as an accomplished business leader with a proven reputation for business building, market development, product commercialization, entrepreneurship and innovation. Prior to joining AgEagle, he was recruited by a Denver-based private equity group to serve as the CEO of their Hemp Companies (renamed RYTE). RYTE’s holdings include a sizable hemp farm as well as a major CBD extraction and ag processing facility, along with an IP portfolio. During his tenure, Drozd launched RYTE Brands as a diversified portfolio of CBD companies through acquisitions and led the Company’s first acquisition, Moksha Chocolate. In addition, he recruited a world class leadership team, optimized CBD extraction to create one of the highest quality CBD crude oil extracts at scale, and helped launch a consumer-facing brand.
From 2015 through 2019, Drozd served as President of Eurofins AgBio Division, a global business focused primarily on testing for the agriculture sector (seeds, plants and animals) with an emphasis on genetic analyses. In this role, he succeeded in transforming the multi-site bio-analytical testing division, increased its global customer base and greatly expanded Eurofins’ offerings, including hemp testing. From 2014 until his recruitment to Eurofins, he was Chief Operating Officer at Arbiom, a French biotechnology company where he restructured the organization, materially increased overall efficiency and improved resource allocations through numerous initiatives. As President and CEO of Aseptia/Wright Foods from 2011 through 2014, Drozd was credited for growing revenues from $210,000 to over $20 million in just over three years. The company achieved the distinction of being named the fastest growing food company in the U.S. on Inc. 500. In addition, he closed $500 million in customer contracts, including Fortune 500 companies; and negotiated over $81 million in financing transactions.
Earlier in his career, Drozd served as Executive Vice President of CoalTek, a clean tech energy company that he scaled into the largest clean coal processing enterprise in the nation. He also served as President and CEO of Industrial Microwave Systems, where he teamed with a tenured Duke professor to transform research into commercial technology solutions, building an IP portfolio and a revenue generating enterprise. Prior to Industrial Microwave Systems, Drozd was an Associate at Decision Focus Inc., a management consulting firm which focused on logistics and yield management systems. In this role, he designed, implemented and managed the forecasting and yield management system for a major logistics company.
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Drozd received dual Bachelor of Science degrees in Electrical Engineering and Economics from Duke University in 1989 as an AB Duke and General Motors Scholar. He earned his Master’s in Optical Engineering from Cambridge University (England) attending as a Churchill Scholar. He also received a Master’s degree in Engineering-Economic Systems (Business / Engineering Management) from Stanford University and was a National Science Fellow. He received his Ph.D. from Duke University in Electrical and Computer Engineering in 1997.
Drozd commented, “I am very pleased to be joining AgEagle’s leadership team and have great confidence that this is a company capable of achieving many great things, not the least of which is emerging as one of the top advanced drone and Ag tech companies in the country. I was immediately attracted to AgEagle because of the Company’s compelling growth prospects and the team’s unwavering commitment to industry innovation and transformation. I passionately believe in the enormous commercial potential of drones and Ag tech as well as the ever increasing market demand for efficient logistics. I look forward to leveraging my experience and skillset to help ensure that AgEagle achieves even greater heights.”
About AgEagle Aerial Systems Inc.
Founded in 2010 and based in Neodesha, Kansas, AgEagle has earned distinction as one of the industry’s leading pioneers of technologically advanced aerial imagery-based data collection and analytics solutions. We are trusted to help the world’s growers, consumer packaged goods companies and their supply chain partners, and urban green managers proactively assess and manage the health of commercial crops and green infrastructure, reduce the chemicals in produced foods and products and preserve and protect natural resources. In addition, we are at the leading edge of providing state and territorial departments of agriculture, growers and processors with registration, oversight, compliance/enforcement, and reporting solutions relating to the United States’ emerging hemp cultivation industry. For more information, please visit www.ageagle.com.
Contacts:
Gateway Investor Relations
Cody Slach
Sean Mansouri
Phone: 949-574-3860
Email: UAVS@gatewayIR.com
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