UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended ~~March 31,~~June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 001-36492

AGEAGLE AERIAL SYSTEMS INC.

(Exact name of registrant issuer as specified in its charter)

Nevada		88-0422242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8863 E. 34th Street North

Wichita, Kansas67226

(Address of principal executive offices, including zip code)

~~620-325-6363~~620-325-6363

Registrant’s phone number, including area code

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~YES~~

Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

~~YES~~

Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~May~~August 17, 2021
Common Stock, $.001 par value		~~68,421,12~~675,145,698

AGEAGLE AERIAL SYSTEMS INC.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	3

ITEM 1.	FINANCIAL STATEMENTS:	3

	Condensed Interim Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021(unaudited) and December 31, 2020	3

	Condensed Interim Consolidated Statements of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020 (unaudited)	4

	Condensed Interim Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020 (unaudited)	5

	Condensed Interim Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020 (unaudited)	67

	Notes to Condensed Interim Consolidated Financial Statements ~~(unaudited)~~	78

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2833

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3540

ITEM 4.	CONTROLS AND PROCEDURES	3540

PART II	OTHER INFORMATION	3641

ITEM 1.	LEGAL PROCEEDINGS	3641

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3742

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3742

ITEM 4.	MINE SAFETY DISCLOSURES	3742

ITEM 5.	OTHER INFORMATION	3742

ITEM 6	EXHIBITS	3743

SIGNATURES		3844

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS


	As of
	June 30,			December 31,
ASSETS	2021			2020
	(Unaudited)
CURRENT ASSETS:
Cash	$	39,214,638		$	23,940,333
Accounts receivable, net		814,712			—
Inventories, net		1,030,977			135,647
Prepaid and other current assets		697,974			122,011
Notes receivable		500,000			600,000
Total current assets		42,258,301			24,797,991

Property and equipment, net		404,095			122,589
Right of use asset		1,073,117			257,363
Intangible assets, net		6,210,596			440,527
Goodwill		64,573,288			3,108,000
Other assets		25,000			—
Total assets	$	114,544,397		$	28,726,470

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	1,151,460		$	159,812
Accrued expenses and other liabilities		815,515			1,844,825
Contract liabilities		504,180			2,302
Current portion of liability related to acquisition agreements		5,471,592			—
Current portion of lease liability		246,559			85,895
Current portion of promissory note		—			89,533
Total current liabilities		8,189,306			2,182,367

Long term portion of lease liability		832,117			171,468
Long term portion of promissory note		—			17,906
Long term portion of liability related to acquisition agreements		10,625,000			—
Total liabilities		19,646,423			2,371,741

COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)

STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020		—			—
Common Stock, $0.001 par value, 250,000,000 shares authorized, 74,668,560 and 58,636,365 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		74,669			58,636
Additional paid-in capital		123,377,671			47,241,757
Accumulated deficit		(28,554,366	)		(20,945,664	)
Total stockholders’ equity		94,897,974			26,354,729
Total liabilities and stockholders’ equity	$	114,544,397		$	28,726,470

See accompanying notes to these condensed interim consolidated financial statements.

As of
March 31, December 31,
ASSETS 2021 2020
(Unaudited)
CURRENT ASSETS:
Cash $ 24,193,542 $ 23,940,333
Accounts receivable 380,419 —
Inventories, net 894,811 135,647
Prepaid and other current assets 282,869 122,011
Notes receivable 500,000 600,000
Total current assets 26,251,641 24,797,991

Property and equipment, net 299,259 122,589
Right of use asset 1,136,742 257,363
Intangible assets, net 3,667,492 440,527
Goodwill 22,116,591 3,108,000
Other assets 25,000 —
Total assets $ 53,496,725 $ 28,726,470

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable $ 492,921 $ 159,812
Accrued expenses and other liabilities 3,581,902 1,844,825
Contract liabilities 65,893 2,302
Current portion of liability related to acquisition agreement 4,578,775 —
Current portion of lease liability 244,826 85,895
Current portion of promissory note 102,962 89,533
Total current liabilities 9,067,279 2,182,367

Long term portion of lease liability 894,210 171,468
Long term portion of promissory note 4,477 17,906
Long term portion of liability related to acquisition agreement 5,000,000 —
Total liabilities 14,965,966 2,371,741

COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)

STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2021 and December 31, 2020
Common Stock, $0.001 par value, 250,000,000 shares authorized, 62,500,815 and 58,636,365 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively 62,501 58,636
Additional paid-in capital 62,344,452 47,241,757
Accumulated deficit (23,876,194 ) (20,945,664 )
Total stockholders’ equity 38,530,759 26,354,729
Total liabilities and stockholders’ equity $ 53,496,725 $ 28,726,470

~~See accompanying notes to these condensed interim financial statements.~~

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended March 31,						For the Three Months Ended						For the Six Months Ended
	2021			2020			June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Revenues	$	1,701,592		$	391,280		$	1,937,364		$	16,325		$	3,638,955		$	407,605
Cost of sales		621,904			174,483			959,229			15,030			1,658,097			188,633
Gross Profit		1,079,688			216,797			978,135			1,295			1,980,858			218,972

Operating Expenses:
General and administrative		1,851,653			445,531			4,062,800			721,705			5,681,928			1,161,066
Professional fees		1,658,326			171,498			268,987			532,406			1,953,186			703,904
Research and development		232,804			—			907,000			0			1,335,605			0
Sales and marketing		297,705			3,041			559,833			2,552			791,427			12,643
Total Operating Expenses		4,040,488			620,070			5,798,620			1,256,663			9,762,146			1,877,613
Loss from Operations		(2,960,800	)		(403,273	)		(4,820,485	)		(1,255,368	)		(7,781,288	)		(1,658,641	)

Other Income:
Interest income, net		2,851			—
Other income		27,419			—
Total Other Income		30,270			—
Other Income (Expense):
Interest (expense) income								6,164			—			9,015			—
Paycheck protection program loan forgiveness								108,532			—			108,532			—
Loss on disposal of fixed assets								(3,712	)		—			(3,712	)		—
Other income, net								31,329			—			58,751			—
Total Other Income (Expense)								142,313			—			172,586			—
Loss Before Income Taxes		(2,930,530	)		(403,273	)		(4,678,172	)		(1,255,368	)		(7,608,702	)		(1,658,641	)
Provision for income taxes		—			—			—			—			—			—
Net Loss	$	(2,930,530	)	$	(403,273	)	$	(4,678,172	)	$	(1,255,368	)	$	(7,608,702	)	$	(1,658,641	)

Deemed dividend on Series C Preferred stock and Series D warrants								—			(4,050,838	)		—			(4,050,838	)
Deemed dividend on redemption of Series D Preferred stock								—			(3,763,591	)		—			(3,763,591	)
Deemed dividend on issuance and repurchase of Series E Preferred stock								—			(1,227,120	)		—			(1,227,120	)
Series D Preferred stock dividends		—			(40,445	)		—			(29,333	)		—			(69,778	)

Net Loss Available to Common Stockholders		(2,930,530	)		(443,718	)		(4,678,172	)		(10,326,250	)		(7,608,702	)		(10,769,968	)

Net Loss Per Common Share - Basic and Diluted	$	(0.05	)	$	(0.03	)	$	(0.07	)	$	(0.31	)	$	(0.12	)	$	(0.44	)

Weighted Average Number of Shares Outstanding During the Period -- Basic and Diluted		61,294,205			15,599,109			68,338,866			33,192,853			64,795,122			24,394,950

See accompanying notes to these condensed interim consolidated financial statements.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Par $ .0001 Preferred Stock Series C Shares Preferred Stock Series C Amount Par $ .0001 Preferred Stock Series D Shares Preferred Stock Series D Amount Par $ .0001 Common Shares Common Stock Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Equity
Balance as of December 31, 2020 — $ — — $ — 58,636,365 $ 58,636 $ 47,241,757 $ (20,945,664 ) $ 26,354,729
Sale of Common Stock, net of issuance costs — — — — 1,057,214 1,057 6,312,886 — 6,313,943
Sale of Common Stock from exercise of warrants — — — — 2,516,778 2,517 8,302,851 — 8,305,368
Exercise of options — — — — 275,458 276 41,104 — 41,380
Stock-based compensation expense — — — — 15,000 15 445,854 — 445,869
Net Loss — — — — — — — (2,930,530 ) (2,930,530 )
Balance at March 31, 2021 — $ — — $ — 62,500,815 $ 62,501 $ 62,344,452 $ (23,876,194 ) $ 38,530,759


	Par $ .0001 Preferred Stock Series C Shares		Preferred Stock Series C Amount		Par $ .0001 Preferred Stock Series D Shares		Preferred Stock Series D Amount			Common Shares		Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Equity
Balance at March 31, 2021		—	$	—		—	$	—	—		62,500,815	$	62,501	$	62,344,452	$	(23,876,194	)	$	38,530,759
Sale of Common Stock, net of issuance costs		—		—		—		—			5,271,100		5,271		28,641,890		—			28,647,161
Issuance of Common stock for acquisition of MicaSense		—		—		—		—			540,541		541		2,999,459		—			3,000,000
Issuance of Common stock for acquisition of Measure											5,319,145		5,319		24,369,681		—			24,375,000
Stock issued in exchange for professional services		—		—		—		—			550,000		550		2,906,450		—			2,907,000
Exercise of options		—		—		—		—			130,557		131		34,314		—			34,445
Stock-based compensation expense		—		—		—		—			356,402		356		2,081,425		—			2,081,781
Net Loss		—		—		—		—	—		—		—		—		(4,678,172	)		(4,678,172	)
Balance at June 30, 2021		—	$	—		—	$	—	—		74,668,560	$	74,669	$	123,377,671	$	(28,554,366	)	$	94,897,974

Balance at December 31, 2020		—	$	—		—	$	—	—		58,636,365	$	58,636	$	47,241,757	$	(20,945,664	)	$	26,354,729
Sale of Common Stock, net of issuance costs		—		—		—		—			6,328,314		6,328		34,954,776		—			34,961,104
Sale of Common Stock from exercise of warrants		—		—		—		—			2,516,778		2,517		8,302,851		—			8,305,368
Issuance of Common stock for acquisition of MicaSense		—		—		—		—			540,541		541		2,999,459		—			3,000,000
Issuance of Common stock for acquisition of Measure											5,319,145		5,319		24,369,681		—			24,375,000
Stock issued in exchange for professional services		—		—		—		—			550,000		550		2,906,450		—			2,907,000
Exercise of options		—		—		—		—			406,015		407		75,418		—			75,825
Stock-based compensation expense		—		—		—		—			371,402		371		2,527,279		—			2,527,650
Net Loss		—		—		—		—	—		—		—		—		(7,608,702	)		(7,608,702	)
Balance at June 30, 2021		—	$	—		—	$	—	—		74,668,560	$	74,669	$	123,377,671	$	(28,554,366	)	$	94,897,974

Par $ .0001 Preferred Stock Series C Shares Preferred Stock Series C Amount Par $ .0001 Preferred Stock Series D Shares Preferred Stock Series D Amount Par $ .0001 Common Shares Common Stock Amount Additional Paid-In Capital Accumulated Deficit Total
Stockholders’ Equity
Balance as of December 31, 2019 3,501 $ 4 2,000 $ 2 15,424,394 $ 15,424 $ 12,456,989 $ (8,198,785 ) $ 4,273,634
Conversion of Series C Preferred Stock (189 ) (1 ) — — 350,000 350 (349 ) — —
Reversal of escrow shares related to Agribotix acquisition — — — — (164,375 ) (164 ) 164 — —
Accrued dividend on Series D Preferred Stock — — — — — — (40,445 ) — (40,445 )
Stock-based compensation expense — — — — — — 54,635 — 54,635
Net Loss — — — — — — — (403,273 ) (403,273 )
Balance at March 31, 2020 3,312 $ 3 2,000 $ 2 15,610,019 $ 15,610 $ 12,470,994 $ (8,602,058 ) $ 3,884,551

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,2021 AND 2020

(Unaudited)

	Par $ .0001 Preferred Stock Series C Shares			Preferred Stock Series C Amount			Par $ .0001 Preferred Stock Series D Shares			Preferred Stock Series D Amount			Par $ .0001 Preferred Stock Series E Shares			Preferred Stock Series E Amount			Par $ .0001 Common Shares			Common Stock Amount			Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity
Balance at March 31, 2020		3,312		$	3			2,000		$	2			—		$	—			15,610,019		$	15,610		$	12,470,994		$	(8,602,058	)	$	3,884,551
Conversion of Series C Preferred stock		(3,312	)		(3	)		—			—			—			—			13,247,984			13,248			(13,245	)		—			—
Conversion of Series D Preferred stock and accrued dividends		—			—			(1,890	)		(2	)		—			—			3,500,000			3,500			200,502			—			204,000
Conversion of Series D warrants		—			—			—			—			—			—			2,947,739			2,948			(2,948	)		—			—
Issuance of Series E Preferred Stock, net of issuance costs		—			—			—			—			1,050			1			—			—			1,009,999			—			1,010,000
Repurchase of Series E Preferred stock		—			—			—			—			(262	)		—			—			—			(1,110,880	)		—			(1,110,880	)
Conversion of Series E Preferred stock		—			—			—			—			(788	)		(1	)		3,152,000			3,152			(3,151	)		—			—
Deemed dividend on Series C Preferred stock and Series D warrants		—			—			—			—			—			—			—			—			4,050,838			(4,050,838	)		—
Deemed dividend on redemption of Series D Preferred stock		—			—			—			—			—			—			—			—			3,763,591			(3,763,591	)		—
Sale of Common stock, net of issuance costs		—			—			—			—			—			—			6,807,400			6,807			12,889,935			—			12,896,742
Sale of Common stock from conversion of pre-paid warrants		—			—			—			—			—			—			3,260,377			3,260			7			—			3,267
Issuance of Common stock for consulting services		—			—			—			—			—			—			250,000			250			297,250			—			297,500
Exercise of options		—			—			—			—			—			—			33,758			34			(34	)		—			—
Stock-based compensation expense		—			—			—			—			—			—			170,000			170			84,752			—			84,922
Net loss		—			—			—			—			—			—			—			—			—			(1,255,368	)		(1,255,368	)
Balance at June 30, 2020		—		$	—			110		$	—			—		$	—			48,979,277		$	48,979		$	33,637,610		$	(17,671,855	)	$	16,014,734

Balance at December 31, 2019		3,501		$	4			2,000		$	2			—		$	—			15,424,394		$	15,424		$	12,456,989		$	(8,198,785	)	$	4,273,634
Purchase of acquisition		—			—			—			—			—			—			(164,375	)		(164	)		164			—			—
Conversion of Series C Preferred stock		(3,501	)		(4	)		—			—			—			—			13,597,984			13,634			(13,594	)		—			—
Conversion of Series D Preferred stock and accrued dividends		—			—			(1,890	)		(2	)		—			—			3,500,000			3,500			160,057			—			163,555
Conversion of Series D warrants		—			—			—			—			—			—			2,947,739			2,948			(2,948	)		—			—
Issuance of Series E Preferred Stock, net of issuance costs		—			—			—			—			1,050			1			—			—			1,009,999			—			1,010,000
Repurchase of Series E Preferred stock		—			—			—			—			(262	)		—			—			—			(1,110,880	)		—			(1,110,880	)
Conversion of Series E Preferred stock		—			—			—			—			(788	)		(1	)		3,152,000			3,152			(3,151	)		—			—
Deemed dividend on Series C Preferred stock and Series D warrants		—			—			—			—			—			—			—			—			4,050,838			(4,050,838	)		—
Deemed dividend on redemption of Series D Preferred stock		—			—			—			—			—			—			—			—			3,763,591			(3,763,591	)		—
Sale of Common stock, net of issuance costs		—			—			—			—			—			—			6,807,400			6,807			12,889,935			—			12,896,742
Sale of Common stock from conversion of pre-paid warrants		—			—			—			—			—			—			3,260,377			3,260			7			—			3,267
Issuance of Common stock for consulting services		—			—			—			—			—			—			250,000			250			297,250			—			297,500
Exercise of options		—			—			—			—			—			—			33,758			34			(34	)		—			—
Stock-based compensation expense		—			—			—			—			—			—			170,000			170			139,387			—			139,557
Net loss		—			—			—			—			—			—			—			—			—			(1,658,641	)		(1,658,641	)
Balance at June 30, 2020		—		$	—			110		$	—			—		$	—			48,979,277		$	48,979		$	33,637,610		$	(17,671,855	)	$	16,014,734

See accompanying notes to these condensed interim consolidated financial ~~statements.~~statements

AGEAGLE AERIAL SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,						For the Six Months Ended June 30,
	2021			2020			2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,930,530	)	$	(403,273	)	$	(7,608,702	)	$	(1,658,641	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on disposal of fixed assets								3,712			—
Depreciation and amortization		135,105			42,175			454,876			84,358
Allowance for bad debts								47,262			—
Stock-based compensation		445,869			54,635			2,527,650			139,557
Stock issued in exchange for professional services								2,907,000			297,500
Paycheck protection program loan forgiveness								(108,532)			—

Changes in assets and liabilities:
Accounts receivable		(133,458	)		15,795			(383,059	)		65,833
Inventories		(69,866	)		105,114			(206,031	)		(241,876	)
Prepaid expenses and other assets		(76,896	)		17,150			(220,339	)		(47,058	)
Accounts payable		71,327			27,722			587,482			84,291
Accrued expenses and other liabilities		1,407,079			4,547			(1,649,198	)		60,765
Contract liabilities		22,779			(223,494	)		141,644			504,592
Net cash used in operating activities		(1,128,591	)		(359,629	)		(3,506,235	)		(710,679	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of fixed assets		(82,990	)		(2,284	)		(210,576	)		(6,173	)
Acquisition of MicaSense		(12,990,121	)		—			(14,536,863	)		—
Acquisition of Measure								(9,445,258	)		—
Platform development costs		(205,780	)		—			(369,060	)		—
Net cash used in investing activities		(13,278,891	)		(2,284	)		(24,561,757	)		(6,173	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sales of Common Stock, net of issuance cost		6,313,943			—
Sale of Common Stock from exercise of warrants		8,305,368			—
Proceeds from promissory note								—			107,439
Issuance of Series E Preferred stock								—			1,010,000
Repurchase of Series E Preferred stock								—			(1,110,880	)
Sales of Common stock, net of issuance cost								34,961,104			12,896,742
Sale of Common stock from exercise of warrants								8,305,368			3,267
Exercise of stock options		41,380			—			75,825			—
Net cash provided by financing activities		14,660,691			—			43,342,297			12,906,568

Net increase (decrease) in cash		253,209			(361,913	)
Net increase in cash								15,274,305			12,189,716
Cash at the beginning of the year		23,940,333			717,997			23,940,333			717,997
Cash at the end of the period	$	24,193,542		$	356,084		$	39,214,638		$	12,907,713

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest cash paid	$	—		$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—		$	—
Accrued dividends on Series D Preferred Stock	$	—		$	40,445
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series C Preferred Stock into Common Stock	$			$	189
Conversion of Series B, C, D and E preferred stock into Common stock							$	—		$	6,441
Deemed dividends							$	—		$	7,884,207
Liability related to MicaSense Acquisition		6,578,775			—		$	5,000,000		$	—
Stock Consideration for MicaSense Acquisition	$	3,000,000		$
Stock consideration for MicaSense Acquisition							$	3,000,000		$	—
Liability related to Measure Acquisition							$	5,471,592		$	—
Stock consideration for Measure Acquisition							$	24,375,000		$	—

See accompanying notes to these condensed interim consolidated financial statements.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 1 – Description of Business

~~AgEagle~~

AgEagle™ Aerial Systems Inc. (“~~AgEagle,” “the Company,” “us,” “we,” “our”) produces, supports and operates technologically advanced drone systems and solutions for~~AgEagle” or the ~~fast-emerging unmanned aerial vehicle (UAV) industry. We are~~“Company”), through its wholly owned subsidiaries, is actively engaged in designing, and delivering ~~the metrics, tools~~best-in-class drones, sensors and ~~strategies necessary to invent and implement drone-enabled solutions~~software that solve important problems for our ~~valued~~ customers. With our founding premise rooted in high performance, next-level thinking, and technological innovation, AgEagle is intent on ensuring that new standards for quality U.S. manufacturing and the provision of precision-crafted, purpose-built drone systems and solutions are delivered to empower our customers to thrive and prosper in The Drone Age.™

Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, ~~fixed-wing~~fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. ~~In addition~~Today, the Company is earning distinction as a globally respected, industry leader offering best-in-class, full stack drone solutions to ~~selling our innovative~~a wide range of industries, including energy, construction, agriculture and government. AgEagle is led by a proven management team with years of drone industry experience. Through participation on the U.S. Federal Aviation Administration’s (FAA) Drone Advisory Committee and the FAA’s BEYOND program, AgEagle is helping to establish entirely new rulemaking guidelines and regulations for the future of autonomous flight and the full integration of drones tointo the ~~precision and sustainable farming markets, AgEagle’s innovative data collection and analytics solution,~~ ~~FarmLens™,~~ has processed more than two million acres of crops, analyzing data that seeks to adopt and support productive agricultural approaches to improve farming practices which currently limit the impact on our natural resources, reduce reliance on inputs and materially increase crop yields and profits.U.S. airspace.

In the first half of 2019, the Company introducedHempOverview™, a scalable, responsive and cost-effective ~~Software-as-a-Solution~~Software-as-a-Service (“SaaS”) web- and map-based technology platform to support the operations of domestic industrial hemp programs for state and tribal nation departments of agriculture – a solution that provides users with what the Company believes is the gold standard for regulatory oversight, operational assistance and reporting capabilities for the fast emerging industrial hemp industry.

In January 2021, AgEagle acquired ~~MicaSense,~~MicaSense™, Inc. (“MicaSense”), ~~a California company. Based~~based in Seattle, ~~Washington,~~Washington. MicaSense has been at the forefront of advanced drone sensor development since its founding in 2014, having formed integration partnerships with several leading fixed wing and ~~multicopter~~multi-rotor drone ~~manufacturers, including~~ ~~DraganFly™, senseFly™,~~ ~~Quantum-Systems and Wingtra, among others.~~manufacturers. MicaSense’s patented, high precision thermal and multispectral sensors serve the aerial mapping and analytics needs of the agriculture market. MicaSense’s high performance proprietary products, including ~~Altum™~~Altum™, ~~RedEdge-MX™~~RedEdge-MX™, RedEdge-MX™ Blue and Atlas Flight, have global distribution in over 70 countries.

~~Over~~In April 2021, AgEagle acquired Measure Global, Inc. (“Measure”), a company founded in 2020 with business operations in Washington, D.C. and Austin, Texas. Serving a world class customer base, Measure enables its customers to realize the ~~past decade, the broader~~transformative benefits of drone ~~market has continued~~technology through its Ground Control solution. Offered as Software-as-a-Service (SaaS), Ground Control is a cloud-based, plug-and-play operating system that empowers pilots and large enterprises with everything they need to ~~evolve~~operate drone fleets, fly autonomously, collaborate globally, visualize data, and ~~expand. As a result, economic and productivity benefits made possible by drones is fueling global demand for high quality, safe and reliable drone~~integrate with existing business systems and solutions for commercial applications well beyond agriculture. In response, AgEagle is now leveraging our technological expertise and drone engineering and manufacturing experience to penetrate new, high growth market sectors; namely, drone package delivery, public safety/security, large venue decontamination and infrastructure/inspection, among other high growth market opportunities.

~~AgEagle’s key growth objectives are centered on three primary areas of focus:~~

	1)	~~Ag Solutions:~~ Leveraging our reputation as one of the leading technology solutions providers to the agriculture industry to increase market share through delivery of best-in-class drones, sensors and data analytics for hemp and other commercial crops;

	2)	~~Sensor Solutions~~: Establishing AgEagle as the world’s preferred source for advanced, proprietary, multispectral drone sensors serving the aerial mapping and analytics needs of the agriculture and broader drone markets; and

	3)	~~Drone Solutions and Manufacturing:~~ Establishing the Company as one of the industry’s leading American-made trusted source for turnkey, end-to-end, tailored drone solutions to the world along with drone design, engineering, manufacturing, assembly and testing company in the United States.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 1 – Description of Business – Continued~~processes.

We intend to grow our business ~~by preserving a~~and preserve our leadership position ~~in our core Ag Solutions business; providing quality contract manufacturing, assembly,~~by developing new drones, sensors and ~~testing services;~~software and ~~innovating new customer centric drone systems and solutions to capture~~capturing a significant share of the ~~broader commercial~~global drone market. In addition, we expect to accelerate our growth and expansion through strategic acquisitions of ~~drone-related~~ companies offering distinct technological and competitive advantages and have defensible IP protection in place, if applicable.

The Company is headquartered in Wichita, ~~Kansas.~~Kansas with business operations and several offices located throughout the United States.

~~Corporate History; Recent Acquisition~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

On March 26, 2018, our predecessor company, EnerJex Resources, Inc. (“EnerJex”), a Nevada company, consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated October 19, 2017, pursuant to which AgEagle Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of EnerJex, merged with and into AgEagle Aerial Systems Inc., a privately held company organized under the laws of the state of Nevada (“AgEagle Sub”), with AgEagle Sub surviving as a wholly-owned subsidiary of EnerJex (the “Merger”). In connection with the Merger, EnerJex changed its name to AgEagle Aerial Systems Inc. (the “Company, “we,” “our,” or “us”) and AgEagle Sub changed its name initially to “Eagle Aerial, Inc. and then to” AgEagle Aerial, Inc. Prior to this merger all of the EnerJex operations were conducted through EnerJex Kansas, Inc., Black Sable Energy, LLC, a Texas limited liability company (“Black Sable”) and Black Raven Energy, Inc. a Nevada corporation (“Black Raven”). Its leasehold interests were held in its wholly owned subsidiaries Black Sable, Working Interest, LLC, EnerJex Kansas and Black Raven. Black Sable, Black Raven and Working Interest, LLC were all dissolved as of the end of 2020.

On January 26, 2021, the Company and AgEagle Sensor Systems, Inc. (“AgEagle Sensor”), a wholly owned subsidiary of the Company formed in Nevada, entered into a stock purchase agreement to acquire MicaSense. Per the agreement, the Company and AgEagle Sensor would purchase 100% of the issued and outstanding MicaSense stock. On January 27, 2021, the purchase, was completed and MicaSense joined the group as a wholly owned subsidiary of AgEagle Sensor. The Company is currently in the process of merging MicaSense and AgEagle Sensor. Upon completion of the merger, the surviving company will be MicaSense, Inc., a Nevada company.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Consolidation – ~~These~~The condensed interim consolidated financial statements of the Company are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States of ~~America. The~~America (“U.S. GAAP”). In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, for a fair statement of the Company’s consolidated financial position and results of operations for the interim periods presented. Certain information and disclosures included in the annual consolidated financial statements ~~are~~ prepared ~~using~~in accordance with U.S. GAAP have been condensed or omitted. These interim consolidated financial statements should be read in conjunction with the ~~accrual method of accounting. The Company has elected a~~audited consolidated financial statements and accompanying notes for the year ended December 31, ~~fiscal~~2020, included in the Company’s annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021. The results for the three and six months ended June 30, 2021, and 2020 are not necessarily indicative of the results to be expected for a full year, ~~end.~~any other interim periods or any future year or period.

The consolidated financial statements include the accounts of AgEagle Aerial Systems Inc. and its wholly-owned subsidiaries AgEagle Aerial, Inc., AgEagle Sensors, Inc., MicaSense, Inc., and ~~EnerJex Kansas,~~Measure Global, Inc., Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed interim consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 2 – Summary of Significant Accounting Policies – Continued~~

Correction of Prior Period Information – During the review of the Company’s financial statements for the interim period June 30, 2021, the Company identified an error in the accounting and presentation of revenue and related expenses recorded for the MicaSense acquisition related to the three months ended March 31, 2021. This error resulted in the recording of $394,743 in additional revenue, $129,510 in additional cost of goods sold, and $232,252 in additional operating expenses, resulting in additional net income of $32,033. If reported correctly, the Company would have recorded $1,306,849 in revenue, $492,394 in cost of goods sold, $3,808,236 in operating expenses, and a net loss of ($2,962,563) for the three months ended March 31, 2021. To correct this error, the Company recorded the correction in the three month period ended June 30, 2021. Instead, the Company recorded revenue of $1,701,592, cost of goods sold of $621,904, operating expenses of $4,040,488, and a net loss of ($2,930,530) for the three months ended March 31, 2021. If reported correctly for the three months ended June 30, 2021, then the Company would have reported $2,332,107 in revenue, $1,088,739 in cost of goods sold, $6,030,872 in operating expenses, and a net loss of ($4,646,139). In accordance with the SEC's Staff Accounting Bulletin Nos. 99 and 108 (SAB 99 and SAB 108), the Company evaluated this error and concluded that although the adjustment to revenue was quantitatively material, the cumulative effects were quantitatively and qualitatively immaterial and would not have materially impacted a reasonable investor’s opinion of the Company. This is further supported by the fact that the impact would not have been significant in comparison to prior periods, as the financial results still supported the Company’s increased year-over-year growth in revenue as reported and discussed in both periods within the Management Discussion & Analysis. Therefore, as permitted by SAB 108 and treated under ASC 250 revisions, the Company corrected previously recorded results for the three and six months ended June 30, 2021, to account for the error in this current filing. As a result, the statement of operations for the six months ended June 30, 2021 reflects the corrected revenues, cost of goods sold, operating expenses and net loss.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the reserve for obsolete inventory, valuation of stock issued for services and stock options, valuation of intangible assets including goodwill and the valuation of deferred tax assets.

Impact of COVID-19 Pandemic– In December 2019, a novel coronavirus disease (“COVID-19”) was reported. On January 30, 2020, the World Health Organization (“WHO”) declared COVID-19 a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic.

As of June 30, 2021, our locations and primary suppliers continue to operate. During the first half of 2021, there has been a trend in many parts of the world of increasing availability and administration of the vaccine against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. However, infection rates and regulation continue to fluctuate, and there continues to be global impacts resulting from the pandemic, including increases in costs in connection with logistics services and supply chains, port congestion, supplier delays and shortfalls in microchip supply. We continue to work through supplier constraints caused by the COVID-19 outbreak, as well as the microchip shortage.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 2 – Summary of Significant Accounting Policies – Continued

Fair Value Measurements and Disclosures – The Fair Value Measurements and Disclosures topic of the Accounting Standards Codification (“ASC”) requires companies to determine fair value based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. The Fair Value Measurements and Disclosures topic emphasizes that fair value is a market-based measurement, not an entity-specific measurement.

The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

●	Level 1: Quoted market prices in active markets for identical assets or liabilities.

●	Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

●	Level 3: Unobservable inputs that are not corroborated by market data.

~~We have no assets or liabilities that require to have~~

The carrying value of certain on-balance-sheet financial instruments approximated their fair ~~value measured on a recurring basis at March 31, 2021 or December 31, 2020. Long-lived assets are measured at fair value on a non-recurring basis and are subject~~values due to ~~fair value adjustments when there is evidence~~the short-term nature of ~~impairment.~~

~~For short-term classes of our~~these instruments. These financial instruments ~~which~~ include cash and cash equivalents, accounts receivable, notes receivable, ~~and~~ accounts payable and note payable. The fair value of the Company’s long-term debt is estimated based on current rates that would be available for debt of similar terms which ~~are~~is not ~~reported~~significantly different from its stated value. As of June 30, 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on the carrying amounts approximate fair value due to their short-term nature. Additionally, the Note payable is carried at face value, which approximates fair value, due to the government backed security which requires payments however management is expecting to apply for and receive full forgiveness during 2021 (See Note 8).Company’s consolidated balance sheets on a recurring basis.

Concentrations – The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to ~~$250,000.~~$250,000. The Company’s bank balances at times may exceed the FDIC limit. To date, the Company has not experienced any losses on its invested cash.

As of ~~March 31,~~June 30, 2021 and 2020, there was one significant vendor that the Company relied upon to perform ~~stitching its~~ ~~FarmLens~~ ~~and~~ ~~Atlas~~ certain services for the Company’s technology platforms. This vendor provides services to the Company which can be replaced by alternative vendors should the need arise.

Receivables and Credit ~~Polic~~Policyy – Trade receivables due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Trade receivables are stated at the amount billed to the customer. The Company generally does not charge interest on overdue customer account balances. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice or, if unspecified, are applied to the earliest unpaid invoices. Accounts receivable at ~~March 31,~~June 30, 2021 and 2020 was ~~$380,419~~$814,712 and ~~$50,038,~~$0, respectively.

The Company estimates an allowance for doubtful accounts based upon an evaluation of the current status of receivables, historical experience, and other factors as necessary. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. The Company determined that no$47,262 on allowance was necessary as of ~~March 31,~~June 30, 2021 and0 allowance was necessary as of December 31, 2020.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 2 – Summary of Significant Accounting Policies – Continued

Inventories – Inventories, which consist of raw materials, finished goods and work-in-process, are stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. The Company’s sensor equipment is manufactured by a third-party organization. Cost components include direct materials and direct labor. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. As of ~~March 31,~~June 30, 2021 and December 31, 2020, the Company ~~had~~ recorded a provision for obsolescence of ~~$10,000.~~$10,000.

Goodwill and Intangible Assets – The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Goodwill is not subject to amortization and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying value of the goodwill may not be recoverable.

Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology, and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure fair value, which ranges from ~~four~~two to ten years.

Business Combinations – The Company recognizes, with certain exceptions, 100% of the fair value of assets acquired, liabilities assumed, and non-controlling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Any in-process research and development assets acquired are capitalized as of the acquisition date. Acquisition-related transaction costs are expensed as incurred. The operating results of entities acquired are included in the accompanying condensed interim consolidated statements of operations from the date of acquisition.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 2 – Summary of Significant Accounting Policies – Continued

Revenue Recognition and Concentration – The majority of the Company’s revenue is generated primarily by three segments of the business; 1) the sale of sensors and cameras along with the related ~~accessories,~~accessories- 2) contractual agreements to develop, manufacture and/or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications and 3) ~~Software-as-a-Solution~~Software-as-a-Service (“SAAS) subscription sales. All contracts and agreements are a fixed price and are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

The Company generally recognizes revenue on sales to customers, dealers and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 2 – Summary of Significant Accounting Policies – Continued~~

Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, it will generate more or less profit or could incur a loss. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Additionally, ~~a majority of customers are required to place a deposit or pay upon shipping for each sensor, UAV, or drone delivery assembly part ordered. Customer~~customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale ~~is complete.~~or performance obligation are completed. The balance of ~~customer deposits~~contract liabilities as of June 30, 2021, was $504,180 and $2,302 as of December 31, ~~2020 was $65,893 and $35,117 as of March 31, 2021.~~2020.

The Company’s FarmLens, Atlasand ~~Atlas~~Ground Control platforms are offered on a subscription ~~basis for processing aerial imaging.~~basis. These subscription fees are recognized ratably over each monthly membership period as the services are provided.

Sales concentration information for customers comprising more than 10% of the Company’s total net sales is summarized as follows:

Sales concentration information
	Percent of total revenues for the three months ended March 31,						Percent of total revenues for the three and six months ended June 30,
Customers	2021			2020			2021			2020
Customer A		—	%		95.6	%		—	%		91.8	%

~~There were no~~No accounts receivable was due from Customer A ~~due~~ as of ~~March 31, 2021~~June 30, 2020 and ~~as of~~ December 31, ~~2020.~~2020, respectively.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 2 – Summary of Significant Accounting Policies – Continued

The table below reflects our revenue for the quarters indicated by product mix.

Revenue indicated by product mix
	For the three months ended March 31,				For the three months ended June 30,				For the six months ended June 30,
Type	2021		2020		2021		2020		2021		2020
Drone and Custom Manufacturing Sales	$	—	$	374,278	$	59,893	$	—	$	59,893	$	374,278
Sensors Sales		1,677,349		—		1,705,220		—		3,382,568		—
Software Subscription Sales		24,243		17,002		172,251		16,325		196,494		33,327
Total	$	1,701,592	$	391,280	$	1,937,364	$	16,325	$	3,638,955	$	407,605

Shipping Costs – Shipping costs recorded for the three months ended ~~March 31,~~June 30, 2021 and 2020 ~~totaled $19,897,~~were $15,694 and ~~$301,~~$5,723, respectively and $35,590, and $6,024 for the six months ended June 30, 2021 and 2020, respectively. All shipping costs billed directly to the customer are directly offset to shipping costs resulting in a net expense to the Company which is included in cost of goods sold on the accompanying condensed interim consolidated statements of operations.

Research and Development Expenses– Research and development costs are expensed as incurred and are included as part of the accompanying condensed interim consolidated statements of operations. ~~Research~~For the three and six months ended June 30, 2021, the Company recorded research and development costs ~~totaled $232,804~~of $907,000 and ~~$0 for~~$1,335,605, respectively. For the three and six months ended ~~March 31, 2021~~June 30, 2020, no research and ~~2020, respectively.~~development costs were recorded during that period.

Loss Per Common Share – Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus Common Stock, par value $0.001 (“Common Stock”), equivalents (if dilutive) related to warrants, options and convertible instruments.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 2 – Summary of Significant Accounting Policies – Continued~~

Potentially Dilutive Securities – The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase Common Stock from the calculation of diluted net loss per share, because all such securities are anti-dilutive for the periods presented. ~~For the three months ended March 31,~~As of June 30, 2021, the Company had no warrants and ~~2,359,309~~ 2,311,167 options to purchase Common Stock. ~~For the three months ended March 31,~~As of June 30, 2020, the Company had ~~4,531,924~~3,283,697 warrants, ~~2,567,470~~and 2,550,387 options to purchase Common ~~Stock, and 3,312 shares of Series C Preferred Stock which may be converted into 6,133,333 shares of Common~~ Stock.

Leases – The Company accounts for its operating leases in accordance with FASB ~~Account~~Accounting Standards Update 2016-02 – Leases (Topic 842). Lessees recognize a right-of-use asset and a lease liability for virtually all their leases. Additionally, the Company recognizes assets and liabilities for leases with lease terms of more than twelve months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.

Income Taxes – The Company accounts for income taxes in accordance with FASB ASC Topic 740, Accounting for Income Taxes. This topic requires an asset and liability approach for accounting for income taxes. The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. All income tax returns not filed more than three years ago are subject to federal and state tax examinations by tax authorities.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 2 – Summary of Significant Accounting Policies – Continued

Stock-Based Compensation Awards – The Company accounts for its stock-based awards in accordance with ASC Subtopic 718-10, “”Compensation – Stock ~~Compensation”,~~Compensation,” which requires fair value measurement on the grant date and recognition of compensation expense for all stock-based payment awards made to employees and directors. For stock options, the Company estimates the fair value using a closed option valuation (Black-Scholes) model. The estimated fair value is then expensed over the requisite service period of the award which is generally the vesting period, and the related amount is recognized in the accompanying consolidated statements of operations within general and administrative expenses. The Company recognizes forfeitures at the time they occur.

The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future.

~~Uncertainty~~ – The recent outbreak of the COVID-19 coronavirus is impacting worldwide economic activity. COVID-19 poses the risk that we or our employees, CROs, suppliers, manufacturers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to the spread of the disease or shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, the continued spread of COVID-19 could disrupt our supply chain and the manufacture or shipment of our products, and other related activities, which could have a material adverse effect on our business, financial condition and results of operations. While we have not yet experienced any material disruptions in our business or other negative consequences relating to COVID-19, the extent to which the COVID-19 pandemic impacts our results will depend on future developments that are highly uncertain and cannot be predicted.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 2 – Summary of Significant Accounting Policies – Continued~~

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which provides guidance on how an entity should measure credit losses on financial instruments. The ASU is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company does not expect this ASU to have a material impact on its consolidated financial statements.

InIn December 2019, the FASB issued ASU ~~No.~~ 2019-12, “Income Taxes (Topic 740) - Simplifying the Accounting for Income ~~Taxes~~Taxes. ~~(Topic 740).~~” The ~~objective~~guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the ~~standard~~accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The ASU became effective for the Company on March 1, 2021 and is not expected to improve areas of U.S. GAAP by removing certain exceptions permitted by ASC 740 and clarifying existing guidance to facilitate consistent application. The Company is currently evaluating the new standard to determine the potentialhave a significant impact on ~~its~~the Company’s consolidated financial ~~condition, results of operations, cash flows, and financial statement disclosures.~~statements.

Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Note 3 — Inventories

Inventories consist of the following at:

Inventories
	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Raw materials	$	472,444		$	88,091		$	331,642		$	88,091
Work-in process		64,296			50,447			615,133			50,447
Finished goods		163,536			7,109			94,202			7,109
Consigned inventory		204,535			—
Gross inventory		904,811			145,647			1,040,977			145,647
Less obsolescence reserve		(10,000	)		(10,000	)
Less: inventory reserve								(10,000	)		(10,000	)
Total	$	894,811		$	135,647		$	1,030,977		$	135,647

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 4 – Notes Receivable

On October 14, 2020, ~~in connection with, and as an incentive to~~ the ~~entry into a two-year exclusive manufacturing agreement~~ ~~to produce~~ ~~a patented~~ ~~Drone Delivery Station for Valqari LLC (“Valqari”),~~ ~~The~~ Company ~~entered into~~executed a Convertible Promissory Note pursuant to which the Company has made a loan to Valqari, LLC (“Valqari”), in the principal aggregate amount of ~~$500,000 (the~~$500,000 (the “Note”), which amount accrues interest at a rate of three percent per annum.

The loan matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that has accrued, but remains, unpaid ~~shall be~~was due. The Note provides for an automatic six month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $15,000,000, (y) such offer, upon consummation, would result in a change in control (as defined in the note) of Valqari, and (z) at such time Valqari, is actively engaged in the negotiation or finalization of such acquisition transaction; or (ii) Valqari has initiated, or is in the process of initiating, a conversion to a “C-Corporation” under the Internal Revenue Code, whereas such conversion will be completed no later than one day prior to the extended Maturity Date. Valqari may not prepay the Note prior to the Maturity Date. On April 15, 2021, the Note was extended for an additional six months as outlined per the agreement until October 15, 2021.

In the event of a change in control or conversion of Valqari to a “C-Corporation” under the Internal Revenue Code on or before the Maturity Date, the Company may convert the outstanding principal amount of the Note and any unpaid accrued interest into (i) Class B Common Units of Valqari: immediately prior to the closing of a Change in Control or (ii) upon Valqari’s conversion to a C-corporation, shares of Valqari Common Stock, in both cases at a conversion price no higher than a pre-money valuation of $15,000,000.

The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter.

AgEagle demanded payment of the Note, including accrued interest; based on the initial maturity date of April ~~15, 2021,~~14, 2021; however, Valqari has alleged that the ~~note~~note’s maturity date was ~~due. The Company is~~extended to October 14, 2021. AgEagle disputes this extension; however, for practical reasons AgEagle intends to wait until October in ~~active discussions with Valqari~~order to ~~confirm per the agreement~~pursue collection actions, if ~~the requirements to extend the note have been fulfilled.~~necessary.

On November 16, 2020, the Company (Payee) executed a promissory note in connection with a proposed acquisition (the “Proposed Acquisition”) by the Payee or its affiliate, for 100% of the capital stock of MicaSense Inc., (“MicaSense”). As of June 30, 2021, Parrot Drones S.A.S. ~~promises~~promised to pay to the Company the principal amount of $100,000 provided, however that such principal amount was off-set and reduced by all amounts paid or due in connection with the purchase price upon closing of the Proposed Acquisition.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 5 — Property and Equipment

Property and equipment consist of the following at:

Property and Equipment
Type	Estimated Life	March 31, 2021			December 31, 2020			Estimated Life	June 30, 2021			December 31, 2020
Leasehold improvements	3 Years	$	22,265		$	22,265		3 Years	$	22,265		$	22,265
Equipment and vehicles	5 Years		126,314			100,532		5 Years		126,667			100,532
Computer equipment	3-5 Years		239,172			23,369		3-5 Years		290,788			23,369
Office furniture	5 Years		110,586			54,798		5 Years		110,586			54,798
Drone equipment	3 Years		81,064			32,138		3 Years		95,393			32,138
Production fixtures	5 Years		68,131			—		5 Years		125,936			—
Total			647,532			233,102				771,635			233,102
Less accumulated depreciation			(348,273	)		(110,513	)			(367,540	)		(110,513	)
Total Property and equipment, net		$	299,259		$	122,589			$	404,095		$	122,589

Depreciation expense for the three months ended ~~March 31,~~June 30, 2021 and 2020 was ~~$23,149~~ $34,321 and ~~$3,939,~~$3,947, respectively and $54,055 and $7,886 for the six months ended June 30, 2021 and 2020, respectively.

Note 6 – Goodwill and Intangible Assets

Intangible assets are recorded at cost and consist of the assets acquired for the acquisition of the FarmLens platform completed in 2018, our HempOverviewplatform development costs, and the intangibles acquired ~~from~~as a result of the ~~acquisition~~acquisitions of MicaSense, ~~entity~~Inc. and Measure Global, Inc. (see Note 7).

Goodwill and intangible assets were comprised of the following as of ~~March 31,~~June 30, 2021 and December 31, 2020:

Intangible Assets
Name	Estimated Life	Balance at December 31, 2020		Additions		Amortization			Impairment		Balance at March 31, 2021		Estimated Life	Balance at December 31, 2020		Additions		Amortization			Impairment		Balance at June 30, 2021
Intellectual property/technology	5-7 Years	$	231,146	$	1,059,445	$	(46,895	)	$	—	$	1,243,696	5-7 Years	$	231,146	$	2,664,448	$	(163,724	)	$	—	$	2,731,870
Customer relationships	5-10 Years		38,400		1,455,852		(27,864	)		—		1,466,388	3-10 Years		38,400		1,878,658		(103,094	)		—		1,813,964
Tradenames and trademarks	5-10 Years		31,040		617,844		(13,207	)		—		635,677	5-10 Years		31,040		1,196,203		(46,022	)		—		1,181,221
Non-compete agreement	4 Years		67,042		—		(10,056	)		—		56,986	2-4 Years		67,042		62,521		(27,927	)		—		101,636
Platform development costs	5 Years		72,899		205,780		(13,934	)		—		264,745	3 Years		72,899		369,060		(60,054	)		—		381,905
Total Intangible Assets		$	440,527		3,338,921		(111,956	)			$	3,667,492		$	440,527	$	6,170,890	$	(400,821	)	$		$	6,210,596
Goodwill			3,108,000		19,008,591		—			—		22,116,591			3,108,000		61,465,288		—			—		64,573,288
Total		$	3,548,527	$	22,347512	$	(111,956	)	$	—	$	25,784,083		$	3,548,527	$	67,636,178	$	(400,821	)	$	—	$	70,783,884

The weighted average remaining amortization period in years is ~~7.35~~ 6.69 years. Amortization expense for the three months ended ~~March 31,~~June 30, 2021, and 2020 was ~~$111,956~~$288,065 and ~~$38,236,~~$38,236, respectively; and $400,821 and $76,472 for the six months ended June 30, 2021 and 2020, respectively.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 6 – Goodwill and Intangible Assets -Continued

Future amortization is as follows for fiscal years ending:

2021 2022 2023 2024 2025 and Thereafter
Intellectual property/technology $ 178,522 $ 238,029 $ 209,135 $ 151,349 $ 466,661
Customer relationships 119,989 159,985 155,185 145,585 885,644
Tradenames and trademarks 55,068 73,424 69,544 61,784 375,857
Non-compete agreement 30,169 26,817 — — —
Platform development costs 41,801 55,736 55,736 55,736 55,736
Total $ 425,549 $ 553,991 $ 489,600 $ 414,454 $ 1,783,898

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

Future amortization
	2021		2022		2023		2024		2025 and Thereafter		Total
Intellectual property/technology	$	233,658	$	467,315	$	438,422	$	380,635	$	1,211,840	$	2,731,870
Customer relationships		150,460		300,921		296,121		180,819		885,643		1,813,964
Tradenames and trademarks		65,630		131,260		127,380		119,620		737,330		1,181,220
Non-compete agreement		35,743		58,077		7,816		—		—		101,636
Platform development costs		73,660		147,320		147,320		13,606		—		381,906
Total	$	559,151	$	1,104,893	$	1,017,059	$	694,680	$	2,834,813	$	6,210,596

Note 7 – Acquisition

On January 27, 2021, ~~through our wholly-owned subsidiary, AgEagle Sensor Systems, Inc., we acquired 100% of MicaSense, Inc. from~~the Company entered into a stock purchase agreement (the “MicaSense Purchase Agreement”) with Parrot Drones S.A.S. and Justin B. ~~McAllister.~~McAllister (the “MicaSense Sellers”) pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of MicaSense, Inc. (“MicaSense”) from the MicaSense Sellers. MicaSense is based in Washington and manufactures and sells its patented, high precision thermal and multispectral sensors, serving the aerial mapping and analytics needs of the agriculture market. In addition, MicaSense’s patented technologies are well positioned to address applications in advanced inspection in the energy, construction and ~~insurance~~government sectors, ~~and autonomous flight safety for package delivery,~~ among other solutions. MicaSense’s high performance proprietary products, including Altum, RedEdge-MX, RedEdge-MX Blue and Atlas Flight, have global distribution in over 70 countries. The aggregate purchase price for the shares of MicaSense was $23,000,000, less any debt and subject to a customary working capital adjustment. A portion of the consideration is comprised of shares of common stock of the Company, having an aggregate value of $3,000,000 based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of the shares of Common Stock to the ~~Seller~~MicaSense Sellers on April 27, 2021 (the “Shares”), in the amount of 540,541 restricted shares of Common Stock. The consideration is also subject to a $4,750,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released in two equal installments, less any amounts paid or reserved for outstanding indemnity claims, on March 31, 2022 and March 31, 2023 in accordance with the terms of the MicaSense Purchase Agreement. As a result of this transaction, MicaSense is now a wholly-owned subsidiary of the Company.

The Company filed a Form S-3 Registration Statement (the “Registration Statement”) covering the resale of the Shares with the ~~Securities and Exchange Commission (the “SEC”)~~SEC on May 10, 2021. The ~~Company shall use its best efforts to cause the~~ Registration Statement ~~to be~~was declared effective ~~as soon as possible after~~on June 1, 2021 (File Number: 333-255940). In addition, the ~~filing date, but in any event no later than 90 days after the filing date, and~~Company shall use its best efforts to keep the Registration Statement effective and in compliance with the provisions of the Securities Act (including by preparing and filing with the SEC such amendments, including post-effective amendments, and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary) until all Shares and other securities covered by such Registration Statement have been disposed of. The MicaSense Sellers are required to reimburse the Company up to $50,000 for reasonable legal fees and expenses incurred by the Company in connection with such registration.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 7 – Acquisition – Continued

The MicaSense Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the MicaSense Sellers with respect to MicaSense’s business, operations and financial condition. The MicaSense Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the MicaSense Sellers, and the agreement of the MicaSense Sellers not to compete with certain aspects of the business of MicaSense following the closing of the transaction. The completion of the transactions contemplated by the MicaSense Purchase Agreement is subject to customary closing conditions, including, among others: (i) the absence of a material adverse effect on MicaSense, (ii) the delivery by the parties of certain ancillary documents, including the Registration Rights Agreement, and (iii) the execution by a key employee of MicaSense of an employment agreement. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties, and covenants in the MicaSense Purchase Agreement.

The fair value of the purchase consideration was allocated to the net tangible assets acquired and to the separately identifiable intangible assets. The excess of the aggregate fair value of the net tangible assets and identified intangible assets has been treated as goodwill in accordance with ASC 805.

The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed. Using the total consideration for the Acquisition, the Company has estimated the allocations to such assets and liabilities.

The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of tangible assets; (2) changes in allocations to intangible assets such as trade names, developed technology and customer relationships, as well as goodwill; and (3) other changes to assets and liabilities. As of June 30, 2021, the Company has recorded a change to Goodwill as a result of changes in the preliminary allocation used to determine revenue and costs attributed to the purchase price allocation.

The following table summarizes the allocation of the purchase price as of the acquisition date of January 27, 2021:

Schedule of allocation preliminary purchase price
Calculation of Goodwill:
Net purchase price, including debt paid at close $ 23,554,169

Plus: fair value of liabilities assumed:
Deferred revenue 40,812
Fair value of liabilities assumed $ 40,812

Less: fair value of assets acquired:
Cash & short-term investments 885,272
Other tangible assets 542,978
Identifiable intangibles 3,133,141

Fair value of assets acquired $ 4,561,391

Net nonoperating assets 25,000
Adjustment for seller transaction expenses related to purchase price allocation
32,032

Goodwill $ 18,976,558

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 7 – ~~Acquisition-Continued~~Acquisition – Continued

On April 19, 2021, the Company entered into a stock purchase agreement (the “Measure Purchase Agreement”) with Brandon Torres Declet, in his capacity as Measure Sellers’ representative, and the sellers named in the Measure Purchase Agreement (the “Measure Sellers”) pursuant to which the Company agreed to acquire 100% of the issued and outstanding capital stock of Measure Global Inc., a Delaware corporation (“Measure”) from the Measure Sellers. Measure is an aerial intelligence company that builds software to automate drone operations workflows. The aggregate purchase price for the shares of Measure is $45,000,000, less the amount of Measure’s debt and transaction expenses and subject to a customary working capital adjustment. The purchase price is comprised of $15,000,000 in cash, and shares of common stock of the Company, having an aggregate value of $30,000,000 based on a volume weighted average trading price of the Common Stock over a seven consecutive trading day period prior to the date of issuance of the shares of Common Stock to the Measure Sellers (the “Shares”). The Company issued 5,319,145 shares, in the aggregate, to the Measure Sellers and will pay $5,000,000 of the cash portion of the purchase price 90 days after the closing date of the transaction. As a result of this transaction, Measure is now a wholly-owned subsidiary of the Company.

The consideration is also subject to a $5,625,000 holdback to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. The holdback is scheduled to be released on the date that is 18 months from the closing date, less any amounts paid or reserved for outstanding indemnity claims and certain amounts subject to employee retention conditions set forth in the Measure Purchase Agreement.

The Measure Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the Measure Sellers with respect to Measure’s business, operations and financial condition. The Measure Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the Measure Sellers, and the agreement of the Measure Sellers not to compete with certain aspects of the business of Measure following the closing of the transaction. The completion of the transactions contemplated by the Purchase Agreement is subject to: (i) the absence of a material adverse effect on Measure, (ii) the delivery by the parties of certain ancillary documents, and (iii) the execution by key employees of Measure of employment offer letters. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties and covenants in the Purchase Agreement.

The Shares issuable to the Measure Sellers pursuant to the Measure Purchase Agreement were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

The fair value of the purchase consideration was allocated to the preliminary fair value of the net tangible assets acquired and to the separately identifiable intangible assets. The excess of the aggregate fair value of the net tangible assets and identified intangible assets has been treated as goodwill in accordance with ASC 805.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 7 – Acquisition – Continued

The Company has performed a preliminary valuation analysis of the fair market value of the assets to be acquired and liabilities to be assumed. Using the total consideration for the Acquisition, the Company has estimated the allocations to such assets and liabilities.

The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final allocation may include (1) changes in fair values of tangible assets; (2) changes in allocations to intangible assets such as trade names, developed technology and customer relationships, as well as goodwill; and (3) other changes to assets and liabilities.

The following table summarizes the allocation of the preliminary purchase price as of the acquisition date of ~~January 27,~~April 19, 2021:

Schedule of allocation preliminary purchase price
Calculation of Goodwill:
Net purchase price, including debt paid at close	$	23,554,169	$	45,403,394

Plus fair value of liabilities assumed:
Plus: fair value of liabilities assumed:
Deferred revenue		40,812		319,422
Fair value of liabilities assumed	$	40,812	$	319,422

Less fair value of assets acquired:
Cash & short-term investments		885,272
Less: fair value of assets acquired:
Cash				486,544
Other tangible assets		542,978		39,078
Identifiable intangibles		3,133,141		2,668,689

Fair value of assets acquired	$	4,561,391	$	3,194,311

Net nonoperating assets		25,000		39,775
Goodwill	$	19,008,591	$	42,488,730

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~Note 8 – Promissory Note

~~Note 8 – Promissory Note~~

On May 6, 2020, the Company received a loan in the amount of ~~$107,439~~$107,439 from the Small Business Administration (SBA) as part of Coronavirus Aid, Relief and Economic Security Act’s Paycheck Protection Plan (PPP). The loan is unsecured, nonrecourse, accrues interest at one percent per annum, with a due date of May 6, ~~2022.~~2022. Under the terms of the loan, a portion or all of the loan is forgivable to the extent that the loan proceeds are used to fund qualifying payroll, rent and utilities during a designated twenty-four-week period through October 21, 2020.

The ~~unforgiven~~unforgiveable portion of the PPP loan iswas payable over two years and ~~can~~could be extended to five years if agreed upon by both parties and bears interest at a rate of 1%, with a deferral of payments for the first six months. The Company ~~intends~~intended to use the proceeds for purposes consistent with the PPP. ~~While~~On May 16, 2021, the outstanding principal and interest accrued on the PPP Term Note were fully forgiven. The Company ~~currently believes that its use of~~recognized $108,532 in gain on the ~~loan proceeds will meet the conditions for~~ forgiveness of the ~~loan, there can be no assurance that~~PPP Term Note including interest accrued, which was recorded in other (expense) income on the ~~Company will not take actions that could cause the Company to be ineligible for forgiveness~~condensed interim consolidated statements of ~~the loan, in whole or in part.~~ ~~The Company has submitted its application for forgiveness and expects the loan to be fully forgiven. The maturities of the loan for the:~~operations.

Year Ending March 31, Amount
2021 $ 102,962
2022 4,477
$ 107,439

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 9 – Equity

Capital Stock Issuances

On January 2021, the Company issued 1,057,214 shares of Common Stock in connection with a securities purchase agreement (the “December Purchase Agreement”) entered on December 31, 2020, the gross proceeds associated to this exercise were $6,313,943.

On February 8, 2021, the Company received $8,305,368 in additional gross proceeds associated with the exercise of 2,516,778 of warrants issued at a price of $3.30 in connection with a securities purchase agreement dated August 4, 2020.

Securities Purchase Agreement Dated December 31, 2020

On December 31, 2020, the Company and an Investor entered into the December Purchase Agreement pursuant to which the Company agreed to sell to the Investor in a registered direct offering pre-funded warrants (the “December Pre-Funded Warrants”) to purchase up to 1,057,214 shares of Common Stock, par value $0.001 Common Stock, for gross proceeds of approximately ~~$6.375~~$6.35 million (which includes subsequent payment of the exercise price of the December Pre-Funded Warrants in the amount of ~~$1,057.~~$1,057). The shares of Common Stock underlying the December Pre-Funded Warrants are referred to as the “December Warrant Shares.”

The purchase price for each December Pre-Funded Warrant iswas $6.029, the exercise price for each December Pre-Funded Warrant iswas $0.001. Net proceeds from the sale ~~will be~~were used for working capital. The December Pre-Funded Warrants and the December Warrant Shares ~~are being~~were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-239157), which was declared effective on June 19, 2020.

Pursuant to the terms of the December Purchase Agreement, the Company ~~has~~ agreed to certain restrictions on future stock offerings, including that during the 45-trading day period following the closing, the Company ~~will~~did not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain limited exceptions. The Investor ~~has~~had a right from the date of the December Purchase Agreement until April 30, 2021 to participate in a subsequent financing 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”), in an amount equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 9 – Equity – Continued~~

The exercise price of the December Prefunded Warrants and the number of December Warrant Shares issuable upon the exercise thereof ~~will be~~were subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the December Prefunded Warrants. The December Pre-Funded Warrants ~~allow~~allowed for cashless exercise at any time. The December Pre-Funded Warrants ~~contain~~contained a beneficial ownership limitation such that none of the December Pre-Funded Warrants ~~may~~could be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 9.99% of our outstanding shares of Common Stock following the exercise of such December Pre-Funded Warrants.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 9 – Equity – Continued

Filing of Registration Statement and Sales Agreement

Pursuant to the terms of the Registration Rights Agreement executed on February 5, 2021, the Company filed an initial registration statement for up to $200,000,000 of securities which may be issued by the registrant from time to time in indeterminate amounts and at indeterminate times.

On May 25, 2021, the Company entered into an at-the-market Sales Agreement (the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents (the “Agents”), in connection with the offer and sale from time to time of shares of the Company’s common stock, having an aggregate offering price of up to $100,000,000 (the “ATM Shares”), through an at-the-market equity offering program (the “ATM Offering”).

The ATM Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-252801), which was filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2021 and declared effective on May 6, 2021. A prospectus supplement relating to the ATM Offering was filed with the SEC on May 25, 2021.

Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations to sell ATM Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose.

Under the Sales Agreement, the Sales Agents may sell ATM Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, including, without limitation, sales made by means of ordinary brokers’ transactions, directly on or through NYSE American LLC, on or through any other national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, in the over-the-counter market, in privately negotiated transactions, to or through a market maker or a combination of any such methods. The Company agreed to pay the Sales Agents a commission equal to 3% of the gross proceeds from the sales of ATM Shares pursuant to the Sales Agreement.

The Sales Agreement contains customary representations and warranties and also contains customary indemnification obligations of the Company and the Sales Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

During the period from May 29, 2021, through June 30, 2021, the Company sold 5,271,100 shares of Common Stock, par value $0.001, at a stock price between $5.02 and $6.30 per shares, for proceeds of $28,647,161, net of costs.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 9 – Equity – Continued

Issuances of Restricted Stock Units (RSUs)

On May 18, 2020, the Company issued in connection with the commencement of employment of its Chief Executive Officer, 100,000 shares of 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. The Company determined the fair-market value of the restricted stock units to be $134,000. In connection with the issuance of these restricted stock units, the Company recognized ~~$32,951~~$50,516 in stock compensation expense for the ~~three~~six months ended ~~March 31,~~June 30, 2021 which is included in general and administrative expenses on the condensed interim consolidated statements of operations. ~~The~~There was no remaining unrecognized stock compensation expense as of ~~$17,567 will be recognized through May~~June 30, 2021.

On March 5, 2021, the Company issued its Chief Financial Officer 10,000 restricted shares of Common Stock and 5,000 restricted shares of Common Stock to another employee of the Company. The Company recognized a total of $87,600 of expense at a fair value of $5.84 per share within stock compensation expense related to these issuances for the ~~three~~six months ended ~~March 31,~~June 30, 2021, which is included in general and administrative expenses on the consolidated statements of operations.

On April 19, 2021, the board of directors of the Company (the “Board”), upon recommendation of the Compensation Committee, approved an award under the Company’s Plan of 100,000 RSUs to the Company’s former Chief Executive Officer, and 125,000 RSUs to the Company’s Chief Financial Officer and EVP of Operations, in accordance therewith with their amended respective employment letters. The Company determined the fair market value of the restricted stock units to be $1,215,000 based on the market price of the Company’s common stock at the date of grant and will vest equally on a pro-rata basis over one year of continued employment. For the three and six months ended June 30, 2021, the Company recorded $179,271 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations.

On April 19, 2021, the Board approved, in connection with the acquisition of Measure, an award of 125,000 RSUs under the Company’s Plan to Brandon Torres-Declet upon his appointment as senior management of the Company. The Company determined the fair market value of the restricted stock units to be $675,000 based on the market price of the Company’s common stock at the date of grant and will vest equally on a pro-rata basis over one year of continued employment. For the three and six months ended June 30, 2021, the Company recorded $134,273 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations.

On April 19, 2021, the Board approved, in connection with the acquisition of Measure, an award of 10,000 RSUs under the Company’s Plan to Jesse Stepler upon his appointment of as senior management of Measure Global, Inc. The Company determined the fair market value of the restricted stock units to be $54,000 based on the market price of the Company’s common stock at the date of grant and will vest equally on a pro-rata basis over one year of continued employment. For the three and six months ended June 30, 2021, the Company recorded $10,738 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations.

During the month of May 2021, pursuant to a review of the compensation of the senior management managements’ performance in 2020, the Board granted 229,750 RSUs to certain senior managers of the Company. These awards were valued at approximately $1,196,565 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vested immediately. For the three and six months ended June 30, 2021, the Company recorded $1,196,565 in stock-based expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 9 – Equity – Continued

On May 24, 2021, the Company issued to the former Chief Executive Officer, 26,652 RSUs as part of the separation agreement. These awards were valued at approximately $125,000 at the date of issuance, based upon the market price of the Company’s common stock at the date of the grant, and vested immediately. For the three and six months ended June 30, 2021, the Company recorded $125,000 in stock expense related to these awards which is included in general and administrative expenses on the consolidated statements of operations.

The following table outlines the restricted stock unit activity for the six months ended June 30, 2021:

Schedule of restricted stock unit activity
				Weighted
				Average
				Grant Date
	Shares			Fair Value
Non-vested, December 31, 2020		100,000		$	1.34
Granted		631,402		$	5.31
Canceled		(91,667	)	$	5.40
Released during period		(100,000	)	$	1.34
Vested		(323,067	)	$	5.23
Non-vested, June 30, 2021		216,668		$	5.40

As of June 30, 2021, the Company had approximately $1,124,716 of total unrecognized compensation cost related to stock options which will be amortized over approximately ten months.

Issuance of common stock for acquisitions

On April 19, 2021, the Company issued 5,319,145 shares of Common Stock in connection with the Measure Purchase Agreement based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of these shares of Common Stock at the fair market value of $24,375,000.

On April 27, 2021, the Company issued 540,541 shares of Common Stock in connection with the MicaSense Purchase Agreement based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of these shares of Common Stock at the fair market value of $3,000,000.

Options

On March 26, 2018, the ~~EnerJex~~ 2017 Omnibus Equity Incentive Plan (the “Plan”) became effective. Under the Plan, the Company can grant equity-based and other incentive awards to officers, employees, and directors of, and consultants and advisers to, the Company. The purpose of the Plan is to help the Company attract, motivate, and retain such persons and thereby enhance shareholder value. The Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 9 – Equity – Continued

On June ~~18, 2019, at the Annual Meeting of Shareholders of~~16, 2021, the Company ~~the shareholders~~held its 2021 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Plan from ~~2,000,000~~4,000,000 to ~~3,000,000.~~

~~On July 15, 2020, the Company held its 2020 annual meeting of stockholders and~~ ~~approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Plan from 3,000,000 to 4,000,000.~~10,000,000. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for the grant of a new award. The number of shares for which awards which are options or SARs may be granted to a participant under the Plan during any calendar year is limited to 500,000. For purposes of qualifying awards as “performance-based” compensation under Code Section 162(m), the maximum amount of cash compensation that may be paid to any person under the Plan in any single calendar year shall be $500,000.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 9 – Equity – Continued~~

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company issued options to purchase ~~379,500~~659,500 shares of Common Stock to directors and employees of the Company at exercise prices ranging from ~~$5.47~~$5.03 to ~~$10.11~~$10.11 per share expiring on dates between January 3, 2025 and ~~March 30,~~June 29, 2026. The Company determined the fair-market value of ~~the~~these unvested options to be ~~$1,759,950.~~$2,474,944. In connection with the issuance of these options to employees and directors, the Company recognized ~~$102,191~~$224,305 and $326,495 in stock compensation expense for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively.

The Company previously issued options to purchase 3,469,540 shares of Common Stock to directors and employees of the Company at exercise prices ranging from ~~$0.06~~$0.06 to ~~$6.00~~$3.18 per share expiring on dates between ~~March~~June 30, 2023 and ~~March 28,~~June 29, 2029. In connection with the issuance of these options to employees and directors, the Company recognized ~~$223,127~~$417,191 and ~~$54,635~~$93,344 in stock compensation expense for the three and six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

The fair value of options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 were determined using the Black-Scholes option valuation model. The expected term of options granted is based on the simplified method in accordance with Securities and Exchange Commission Staff Accounting Bulletin 107 and represents the period of time that options granted are expected to be outstanding. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of peers with similar attributes. In addition, the Company determines the risk-free rate by selecting the U.S. Treasury with maturities similar to the expected terms of grants, quoted on an investment basis in effect at the time of grant for that business day.

The significant assumptions relating to the valuation of the Company’s stock options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2021 were as follows:

	~~March 31, 2021~~
~~Dividend yield~~		~~0.00%~~
~~Expected life~~		~~3.02 Years~~
~~Expected volatility~~		~~85.41%~~
~~Risk-free interest rate~~		~~0.36%~~

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
	March 31, 2021	June 30, 2021
Dividend yield	0.00%		0.00%
Expected life	3.02 Years		3.01 Years
Expected volatility	85.41%		84.16%
Risk-free interest rate	0.36%		0.32%
Exercise price	$0.06 - $0.56		$0.06 - $2.28

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 9 – Equity – Continued

A summary of the options activity for the ~~three~~six months ended ~~March 31,~~June 30, 2021 is as follows:

Summary of Stock Options
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value		Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		2,255,267		$	1.46		5.31 years	$	10,247,548
Outstanding at December 31, 2020											2,255,267		$	1.46		5.31 years	$	10,247,548
Granted		379,500			8.22		4.86 years		13,500		659,500			6.99		4.74 years		2,400
Exercised		(275,458	)		0.15		—		1,684,046		(406,015	)		0.21		—		2,090,198
Expired/Forfeited		—			—		—		—		(197,585	)		5.53		—		81,485
Outstanding at December 31, 2020		2,359,309			2.70		4.90 years		9,162,921
Outstanding at June 30, 2021											2,311,167		$	2.92		4.59 years	$	6,526,820
Exercisable at period end		1,065,408		$	0.89		4.94 years	$	5,784,588		1,187,099		$	1.41		4.46 years	$	4,820,479

For options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2021, the fair value of the Company’s Common Stock was based upon the close of market price on the date of grant. The future expected stock-based compensation expense expected to be recognized in future years is ~~$2,916,407~~$2,697,970 through ~~March~~June 30, 2023.

Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or at ~~March 31,~~June 30, 2021 (for outstanding options), less the applicable exercise price.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

Note 10 – Warrants to Purchase Common Stock

Warrant Conversions

On February 8, 2021, the Company received ~~$8,305,368~~$8,305,368 in additional gross proceeds associated with the exercise of 2,516,778 of warrants issued at a price of ~~$3.30~~$3.30 in connection with a securities purchase agreement dated August 4, 2020.

A summary of activity related to warrants for the ~~three~~six months ended ~~March 31,~~June 30, 2021 follows:

Summary of activity related to warrants								Summary of activity related to warrants
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term			Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Outstanding at January 1, 2021		2,516,778		$	3.30		0.83			2,516,778		$	3.30		0.83
Issued		—			—		—			—			—		—
Exercised		(2,516,778	)		3.30		—			(2,516,778	)		3.30		—
Outstanding at March 31, 2021		—		$	—		—
Exercisable at March 31, 2021		—		$	—		—
Outstanding at June 30, 2021										—		$	—		—

A summary of activity related to warrants for the ~~three~~six months ended ~~March 31,~~June 30, 2020 follows:

Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term
Outstanding at January 1, 2020 4,531,924 $ 0.72 4.05
Outstanding at March 31, 2020 4,531,924 $ 0.72 3.80
Exercisable at March 31, 2020 4,531,924 $ 0.72 3.80

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term
Outstanding at January 1, 2020		4,531,924	$	0.72		4.05
Outstanding at June 30, 2020		4,531,924	$	0.72		3.80
Exercisable at June 30, 2020		4,531,924	$	0.72		3.80

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 11 – Commitments and Contingencies

Operating Leases

Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease terms at the commencement dates. The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The incremental borrowing rate for all existing leases as of the opening balance sheet date was based upon the remaining terms of the leases; the incremental borrowing rate for all new or amended leases is based upon the lease terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by ~~a Company~~ options to extend the leases that the Company is reasonably certain to exercise.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in operating costs or General and administrative expense. Variable lease payments are expensed as incurred.

The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use asset and a lease liability at the lease commencement date. Leases with an initial term of 12 months or less but greater than one month are not recorded on the balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date, or the opening balance sheet date for leases existing at adoption of Topic 842. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives.

The Company has ~~two~~various operating leases, one of which is located at 8863 E. 34^th Street North, Wichita, Kansas 67226, which serves as our corporate ~~headquarters and manufacturing facility.~~headquarters. The commencement date of the lease was November 1, 2020 and will expire on October 31, 2023, unless sooner terminated or extended. The second lease is for office space in Seattle, Washington under a noncancelable operating lease that expires in January 2026 ~~and~~ with a 3% per year increase, and two months of abated rent for December 2020 and January 2021. Both leases are operating leases and included in the right-of-use asset, current portion of lease liability and long-term lease liability captions on the Company’s consolidated balance sheet.

As a result of the Measure acquisition the Company acquired leases for office space in Washington, D.C., under a monthly operating lease expiring in September 2021 for Austin, Texas also under a monthly operating lease expiring December 2021 that are both less twelve months currently. The remaining lease payments due for these offices are $46,115.

The aggregate estimated rent payments due over the initial three-to-six-year term is $1,374,097. Operating lease assets are recorded net of accumulated amortization of ~~$1,136,742~~$1,078,676 as of ~~March 31,~~June 30, 2021. Lease expense for lease payments ~~are~~is recognized on a straight-line basis over the lease terms. The aggregate estimated rent payments due over the option term would be $314,640. Lease expense payment was ~~$86,875~~$217,428 and ~~$77,688~~$15,300 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively, which is included in general and administrative expenses on the condensed interim consolidated statements of operations.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 11 – Commitments and Contingencies - Continued

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of ~~March 31,~~June 30, 2021:

Year Ending December 31, Amount
2021 $ 189,961
2022
263,890

2023 266,383
2024 194,550
2025 207,101
2026 17,857
$ 1,136,742

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

Schedule of operating lease liabilities
Year Ending December 31,	Amount
2021	$	120,173
2022		257,133
2023		262,886
2024		200,500
2025		219,125
2026		18,859
Total	$	1,078,676

GreenBlock Capital LLC Consulting Agreement

On May 3, 2019, we entered into a consulting agreement with GreenBlock Capital LLC (“Consultant”) to serve as strategic advisor and consultant with respect to the development of new business opportunities and the implementation of business strategies related to expansion into the emerging domestic hemp cultivation market. The extent of the services will be set forth in separate scopes of work, from time to time, to be prepared and mutually agreed to by the parties. As compensation for the services under the terms of the agreement, the Consultant can receive (i) $25,000 per month during the term of the agreement, (ii) 500,000 shares of restricted Common Stock upon execution of the agreement and up to (iii) up to 2,500,000 shares of restricted Common Stock upon the achievement of predetermined milestones.

On October 31, 2019, the consulting agreement was terminated as a result of the Company no longer needing these services to be provided by an outside consultant. There are no early termination penalties incurred as a result of the termination of the consulting agreement. The Consultant may still be entitled to receive up to 2,500,000 shares of restricted Common Stock after termination of the Agreement, if the achievement of milestones that commenced during the term of the Agreement are completed after termination.

~~In February 2021, the Consultant sent a demand letter to the~~The Company ~~alleging a breach of the consulting agreement due to the Company not issuing additional shares of Common Stock in connection~~has settled with the ~~Consultant’s alleged achievement of the milestones. Following delivery of the letter, the~~Consultant. The Consultant made a demand for an additional 750,000 shares of common stock to be issued. Although the Company disputed that the milestones were successfully achieved by the Consultant and believed that no additional shares of Common Stock were owed, the Company has offered toand the Consultant has accepted, in the form of a settlement, ~~250,000~~a total of 550,000 additional shares of Common ~~Stock. As result~~Stock issued on May 17, 2021. On March 31, 2021, the Company recorded ~~a contingent loss~~additional stock compensation expense within general & administrative expenses in the ~~aggregate~~ amount of ~~$1,500,000~~$1,407,000 based upon the fair market value of ~~$6.00~~$4.69 per share of the Company’s Common Stock as of ~~December 31, 2020. As~~May 12, 2021, resulting in a liability amount of ~~March 31,~~$2,907,000 for purposes of payment of the settlement.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 ~~the offer was not accepted but now has been subsequently accepted, see~~ AND 2020

(Unaudited)

Note ~~13.~~11 – Commitments and Contingencies - Continued

Valqari Agreement

On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement to produce a patented Drone Delivery Station for Valqari, the Company entered into a Convertible Promissory Note (see Note 4).

Also on October 14, 2020, AgEagle entered into a manufacturing agreement with Valqari for the manufacture and assembly of Valqari’s patented Drone Delivery Station, in accordance with the ~~specification~~specifications provided by, and the components designated by Valqari, for sale and delivery to its customers. AgEagle ~~has been~~was appointed as Valqari’s exclusive manufacturer of its products in the United States of America for a term of two-years, unless terminated earlier. Valqari, based in Chicago, Illinois, is engaged in the development, manufacture and sale of a patented Drone Delivery Station, including related software.

In June 2021, AgEagle gave notice of termination of the manufacturing agreement for cause based on material defects in the specifications and other information provided by Valqari, and without cause as otherwise permitted in the agreement. Valqari disputes the allegations of breach, but AgEagle believe that Valqari has in effect consented to termination of the agreement, with both parties reserving their rights to claim damages based on alleged past breaches. AgEagle has claimed that Valqari owes $43,945 for two outstanding invoices from AgEagle for units built and delivered, as well as additional amounts for two units as to which Valqari has refused to take delivery.

AgEagle has also demanded payment of the note, including accrued interest; based on the initial maturity date of April 14, 2021; however, Valqari has alleged that the note’s maturity date was extended to October 14, 2021. AgEagle disputes this extension; however, for practical reasons AgEagle intends to wait until October in order to pursue collection actions, if necessary.

Appointment of Chief Operating Officer

On April 19, 2021, in connection with the acquisition of Measure, the Board of Directors of the Company (the “Board”) approved the appointment of Brandon Torres Declet as the Company’s Chief Operating Officer. Mr. Declet also served as the President of Measure, the Company’s wholly-owned subsidiary. Prior to joining the Company, Mr. Declet, age 45, co-founded Measure and served as its President since 2014.

In his position as Chief Operating Officer, Mr. Declet received a base salary of $225,000 per year, subject to increase at the discretion of the Board. Mr. Declet will be eligible for an annual cash bonus of up to 20% of his then-current base salary, as determined by the Board in its good faith discretion, based on the achievement of a combination of personal and Company objectives. Mr. Declet was also eligible to participate in any benefit plans offered by the Company as in effect from time to time on the same basis as generally made available to other employees of the Company. Mr. Declet was awarded a one-time grant of 125,000 Restricted Stock Units (RSUs) that will vest on a pro rata basis over one year commencing on the date of closing of the acquisition of Measure. Such grant of 125,000 RSUs shall be subject to the terms of an RSU grant agreement. Additionally, Mr. Declet will be granted, on a quarterly basis, non-qualified options to acquire 25,000 shares of Company Common Stock. Such options will be subject to the terms of the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”), and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant.

Mr. Declet is subject to the terms of a confidentiality and proprietary rights agreement. In the event that Mr. Declet is terminated by the Company other than for cause or for good reason (as such terms are defined in Mr. Declet’s employment offer letter), he is entitled to base salary continuation for six months, reimbursement of COBRA health insurance premiums for a period of 6 months, and a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $125,000 on the date of termination of employment. Furthermore, in the event the Board determines in its discretion that Mr. Declet must relocate from his principal place of performance of his duties, the Company shall pay and/or reimburse him for expenses, up to $100,000, in connection with such relocation.

Appointment of Director

Effective on April 19, 2021, the closing date of Measure acquisition, Mr. Declet was appointed to serve as a non-independent member of the Board until his successor is elected and qualified or until his earlier death or resignation.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 11 – Commitments and Contingencies - Continued

Approval of Changes to Executive Compensation

On April 19, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved changes in the compensation of Mr. Michael Drozd, the Company’s Chief Executive Officer, and Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer and EVP of Operations, and in accordance therewith, amended their respective employment offer letters. With respect to Mr. Drozd, the Board approved the following amendments to current compensation terms: (i) an additional one-time grant of 100,000 RSUs that will vest on a pro rata basis over one year subject to the terms of an RSU grant agreement, and (ii) an increase in the number of grants, on a quarterly basis, of non-qualified options from 15,000 to 25,000 shares of Company common stock subject to the terms of the Plan, and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant. Mr. Drozd’s current base salary and potential bonus payments have not been changed.

With respect to Ms. Fernandez-McGovern, the Board approved: (i) an additional one-time grant of 125,000 RSUs that will vest on a pro rata basis over one year subject to the terms of an RSU grant agreement, and (ii) an increase in the number of grants, on a quarterly basis, of non-qualified options from 15,000 to 25,000 shares of Company Common Stock subject to the terms of the Plan, and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant. Ms. Fernandez-McGovern’s current base salary and potential bonus payments have not been changed.

In addition, Mr. Drozd and Ms. Fernandez-McGovern were provided with severance benefits in the event of termination without cause or for good reason, as defined in the amended employment offer letters. The severance benefits consist of (i) 6 months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $125,000 on the date of termination of employment, pursuant to the terms of, and effective on the effective date of, the Separation Agreement. The severance benefits are conditioned upon each persons (i) continued compliance in all material respects with their respective continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. Furthermore, in the event the Board determines in its discretion that the executive officers must relocate their principal place of performance of their duties, the Company shall pay and/or reimburse them for expenses, up to $100,000, in connection with such relocation.

On June 11, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved an increase in Mr. Torres Declet’s annual base salary from $225,000 to $235,000, effective as of May 24, 2021, to be commensurate with his new position as Chief Executive Officer.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

Note 11 – Commitments and Contingencies Continued

Departure-Appointment of Certain Officers and Changes in Compensatory Arrangements

On May 24, 2021, the Company and J. Michael Drozd mutually agreed to Mr. Drozd’s resignation as Chief Executive Officer of the Company, effective on May 24, 2021 (the “Termination Date”). Mr. Drozd resigned to pursue new career opportunities.

In connection with Mr. Drozd’s departure, the Company and Mr. Drozd entered into a Separation Agreement and General Release, dated June 11, 2021 (the “Separation Agreement”), pursuant to which, among other things, the Company has agreed to pay Mr. Drozd (i) regular base salary at the annual rate of $235,000 through the Termination Date; (ii) an annual performance bonus consisting of $37,130 in cash and 118,500 shares of the Company’s common stock, (iii) severance pay equal to six (6) months of his base salary as of the Termination Date; and (iv) cash payment equal to three (3) days of accrued and unused vacation days.

Pursuant to the Separation Agreement, Mr. Drozd was also granted 26,652 fully-vested restricted shares of the Company’s common stock valued at approximately $125,000 on the Termination Date. In addition, Mr. Drozd’s outstanding equity awards from the Company continue to be governed by the terms of the applicable award agreements, except that 8,333 of the 100,000 RSUs granted to him in accordance with his employment agreement with the Company became vested as of the effective date of the Separation Agreement.

Mr. Drozd’s receipt of any of the payments or benefits set forth in the Separation Agreement was conditioned upon the execution and non-revocation of a general release of claims, and was made in lieu of any payments, severance or other benefits described in his employment agreement. Under the Separation Agreement, Mr. Drozd confirmed the continued effectiveness of the restrictive covenants applicable to him under his existing confidentiality and proprietary rights agreement with the Company and his continuing noncompetition and non-solicitation obligations to the Company.

Mr. Brandon Torres Declet, the Company’s current Chief Operating Officer, was appointed to serve as the new Chief Executive Officer of the Company. Mr. Torres Declet will not continue to serve as Chief Operating Officer.

On June 14, 2021, the Company’s Board, upon recommendation of the Compensation Committee, also approved the adoption of its 2021 Executive Bonus Plan pursuant to which, if all performance milestones related to the Company’s operational, financial and strategic targets are met, the following bonuses shall be paid:

(i) Mr. Torres Declet, as the Company’s Chief Executive Officer, can receive up to a maximum of an additional $47,000 (i.e., 20% of the annual base salary) in cash bonus and 300,000 RSUs;

(ii) Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer, can receive up to a maximum of an additional $44,000 (i.e., 20% of the annual base salary) in cash bonus and 275,000 RSUs; and

(iii) the Company’s Chief Operating Officer, at such time as the position has been filled, can receive up to a maximum of an additional $45,000 (i.e., 20% of the annual base salary) in cash bonus and 285,000 RSUs.

On June 14, 2021, the Company’s Board also approved the promotion of Mr. Jesse Stepler, SVP of Product and Strategy of Measure Global, Inc., the Company’s wholly-owned subsidiary (“Measure”) to become President of Measure, effective June 17, 2021.

Purchase Commitment

The Company routinely places orders for manufacturing services and material. At ~~March 31,~~June 30, 2021, the Company had purchase commitments that approximate ~~$850,000.~~$2,000,000. These commitments are expected to be realized during the 2021 and 2022 fiscal ~~year.~~years.

Note 12 – Related Party Transactions

The following reflects the related party transactions during the three months ended ~~March 31,~~June 30, 2021 and 2020.

Transactions with Officers

The Company’s Chief Financial Officer, Nicole Fernandez-McGovern, is one of the principals of Premier Financial Filings, a full-service financial printer. Premier Financial Filings provided contracted financial services to the Company and their related expenses have been included within general and administrative expenses. For the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, Premier Financial Filings provided services to the Company resulting in fees of ~~$5,824~~$17,907 and ~~$2,605,~~$11,949, respectively.

One of four directors, Thomas Gardner, is one of the principals of NeuEon, Inc, which provide fractional Chief Technology Officer services to the ~~Company..~~Company. For the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, the Company recorded ~~$62,500~~$82,500 and ~~$18,300,~~$61,000, respectively, of expenses which is included in general and administrative expenses.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020

(Unaudited)

Note 13 – Subsequent Events

~~Measure Acquisition~~

On April 19, 2021, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Brandon Torres Declet, in his capacity as Sellers’ representative, and the sellers named in the Purchase Agreement (the “Sellers”) pursuant to which the Company simultaneously acquired 100% of the issued and outstanding capital stock of Measure Global Inc., a Delaware corporation (“Measure”) from the Sellers. Measure is an aerial intelligence company that builds software to automate drone operations workflows. The aggregate purchase price for the shares of Measure is $45,000,000, less the amount of Measure’s debt and transaction expenses and subject to a customary working capital adjustment. The purchase price is comprised of $15,000,000 in cash, and shares of Common Stock of the Company, having an aggregate value of $30,000,000 based on a volume weighted average trading price of the Common Stock over a seven consecutive trading day period prior to the date of issuance of the shares of Common Stock to the Sellers (the “Shares”). The Company will issue 5,319,149 Shares, in the aggregate, to the Sellers. $5,000,000 of the cash portion of the purchase price is payable 90 days after the closing date of the transaction. As a result of the transaction, Measure is now a wholly-owned subsidiary of the Company.

The Purchase Agreement contains certain customary representations, warranties and covenants, including representations and warranties by the Sellers with respect to Measure’s business, operations and financial condition. The Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the Sellers, and the agreement of the Sellers not to compete with certain aspects of the business of Measure following the closing of the transaction. The completion of the transactions contemplated by the Purchase Agreement is subject to: (i) the absence of a material adverse effect on Measure, (ii) the delivery by the parties of certain ancillary documents, and (iii) the execution by key employees of Measure of employment offer letters. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties and covenants in the Purchase Agreement.

The Shares issuable to the Sellers will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 13 – Subsequent Events – Continued~~

~~Appointment of Chief Operating Officer~~

On April 19, 2021, in connection with the acquisition of Measure, the Board of Directors of the Company (the “Board”) approved the appointment of Brandon Torres Declet as the Company’s Chief Operating Officer. Mr. Declet shall also serve as the President of Measure, the Company’s wholly-owned subsidiary. Prior to joining the Company, Mr. Declet, age 45, co-founded Measure and served as its President since 2014.

In his position as Chief Operating Officer, Mr. Declet will receive a base salary of $235,000 per year, subject to increase at the discretion of the Board. Mr. Declet will be eligible for an annual cash bonus of up to 20% of his then-current base salary, as determined by the Board in its good faith discretion, based on the achievement of a combination of personal and Company objectives. Mr. Declet is also eligible to participate in any benefit plans offered by the Company as in effect from time to time on the same basis as generally made available to other employees of the Company. Mr. Declet will be awarded a one-time grant of 125,000 Restricted Stock Units (RSUs) that will vest on a pro rata basis over one year commencing on the date of closing of the acquisition of Measure. Such grant of 125,000 RSUs shall be subject to the terms of an RSU grant agreement. Additionally, Mr. Declet will be granted, on a quarterly basis, non-qualified options to acquire 25,000 shares of Company Common Stock. Such options will be subject to the terms of the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”), and the vesting requirements, the term of the option and exercisability at an exercise price equal to the fair market value of the option shares will be set forth in a grant agreement as of each date of grant.

Mr. Declet will be subject to the terms of a confidentiality and proprietary rights agreement. In the event that Mr. Declet is terminated by the Company other than for cause or for good reason (as such terms are defined in Mr. Declet’s employment offer letter), he is entitled to base salary continuation for six months, reimbursement of COBRA health insurance premiums for a period of 6 months, and a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $125,000 on the date of termination of employment. Furthermore, in the event the Board determines in its discretion that Mr. Declet must relocate from his principal place of performance of his duties, the Company shall pay and/or reimburse him for expenses, up to $100,000, in connection with such relocation.

~~Appointment of Director~~

The Board has previously fixed the size of the Board at five directors; however, since April 2019, there has been a vacancy on the Board. Effective on April 19, 2021, the closing date of Measure acquisition, Mr. Declet has been appointed to serve as a non-independent member of the Board until his successor is elected and qualified or until his earlier death or resignation.

~~Approval of Changes to Executive Compensation~~

~~AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020~~

~~(Unaudited)~~

~~Note 13 – Subsequent Events – Continued~~

In addition, Mr. Drozd and Ms. Fernandez-McGovern are now being provided with severance benefits in the event of termination without cause or for good reason, as defined in the amended employment offer letters. The severance benefits consist of (i) 6 months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $125,000 on the date of termination of employment, pursuant to the terms of, and effective on the effective date of, the Separation Agreement. The severance benefits are conditioned upon each persons (i) continued compliance in all material respects with their respective continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. Furthermore, in the event the Board determines in its discretion that the executive officers must relocate their principal place of performance of their duties, the Company shall pay and/or reimburse them for expenses, up to $100,000, in connection with such relocation

~~GreenBlock Capital LLC Consulting Agreement~~

The Company ~~has settled with the Consultant to resolve the demand letter sent~~signed a new operating lease agreement for its office space in ~~February 2021 that alleged a breach of the consulting agreement due to the Company not issuing additional shares of Common Stock~~Washington, D.C. and Austin, Texas in ~~connection with the Consultant’s alleged achievement of the milestones.~~July 2021. The ~~Consultant made a demand~~commitment term is for ~~an additional 750,000 shares of common stock to~~fifteen months and will begin on October 1, 2021. Monthly rent expense will be issued. Although the Company disputed that the milestones were successfully achieved by the Consultant and believed that no additional shares of Common Stock were owed, the Company has offered and the Consultant has accepted, in the form of a settlement, a total of 550,000 additional shares of Common Stock. As a result as of March 31, 2021, the Company has recorded additional accrued liability within general & administrative expenses in the amount of $1,407,000 based upon the fair market value of $4.69 per share of the Company’s Common Stock as of May 12, 2021, resulting in an aggregate accrued liability amount of $2,907,000 for purposes of payment of the settlement.approximately $13,654.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our Consolidated Financial Statements and the related notes included in Item 8 of ~~this~~the Form ~~10-K.~~10-K as filed on March 31, 2021. This discussion contains forward-looking statements. Please see the explanatory note concerning “Forward-Looking Statements” in Part I of ~~this~~the Annual Report on Form 10-K and Item 1A. Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements. The operating results for the periods presented were not significantly affected by inflation.

Company Overview

AgEagle™ Aerial Systems Inc. (“AgEagle,” “the Company,” “us,” “we,” “our”) ~~produces, supports and operates technologically advanced drone systems and solutions for the fast-emerging unmanned aerial vehicle (UAV) industry. We are~~through its wholly owned subsidiaries, is actively engaged in designing and delivering ~~the metrics, tools~~best-in-class drones, sensors, and ~~strategies necessary to invent and implement drone-enabled solutions~~software that solve important problems for our ~~valued~~ customers. With our founding premise rooted in high performance, next-level thinking, and technological innovation, AgEagle is intent on ensuring that new standards for quality U.S. manufacturing and the provision of precision-crafted, purpose-built drone systems and solutions are delivered to empower our customers to thrive and prosper in The Drone Age. ™

Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, ~~fixed-wing~~fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. ~~In addition~~Today, our Company is earning distinction as a globally respected, industry leader offering best-in-class, full stack drone solutions to ~~selling our innovative~~a wide range of industries, including energy, construction, agriculture and government. AgEagle is led by a proven management team with years of drone industry experience. Through participation on the U.S. Federal Aviation Administration’s (FAA) Drone Advisory Committee and the FAA’s BEYOND program, AgEagle is helping to establish entirely new rulemaking guidelines and regulations for the future of autonomous flight and the full integration of drones tointo the ~~precision and sustainable farming markets, AgEagle’s innovative data collection and analytics solutions,~~ ~~FarmLens~~™, has processed more than two million acres of crops, analyzing data that seeks to adopt and support productive agricultural approaches to improve farming practices which currently limit the impact on our natural resources, reduce reliance on inputs and materially increase crop yields and profits.U.S. airspace.

In January 2021, AgEagle acquired ~~MicaSense, Inc, a California company.~~MicaSense™, Inc. (“~~MicaSense). Based~~MicaSense”), based in Seattle, ~~Washington,~~Washington. MicaSense has been at the forefront of advanced drone sensor development since its founding in 2014, having formed integration partnerships with several leading fixed wing and ~~multicopter~~multirotor drone ~~manufacturers, including DraganFly™, senseFly™, Quantum-Systems and Wingtra, among others.~~manufacturers. MicaSense’s patented, high precision thermal and multispectral sensors serve the aerial mapping and analytics needs of the agriculture ~~market; and are well positioned to address applications in advanced inspection in the energy and insurance sectors and autonomous flight safety for package delivery, among other solutions.~~market. MicaSense’s high performance proprietary products, including ~~Altum™~~Altum~~, RedEdge-MX™~~™, RedEdge-MX™, RedEdge-MX™ Blue and Atlas Flight, have global distribution in over 70 countries.

~~Over~~ In April 2021, AgEagle acquired Measure Global, Inc. (“Measure”), a company founded in 2020 with business operations in Washington, D.C. and Austin, Texas. Serving a world class customer base, Measure enables its customers to realize the ~~past decade, the broader~~transformative benefits of drone ~~market has continued~~technology through its Ground Control solution. Offered as Software-as-a-Service (SaaS), Ground Control is a cloud-based, plug-and-play operating system that empowers pilots and large enterprises with everything they need to ~~evolve~~operate drone fleets, fly autonomously, collaborate globally, visualize data, and ~~expand. As a result, economic and productivity benefits made possible by drones is fueling global demand for high quality, safe and reliable drone~~integrate with existing business systems and solutions for commercial applications well beyond agriculture. In response, AgEagle is now leveraging our technological expertise and drone engineering and manufacturing experience to penetrate new, high growth market sectors; namely, drone package delivery, public safety/security, large venue decontamination and infrastructure/inspection, among other high growth market opportunities.processes.

~~AgEagle’s key growth objectives are centered on three primary areas of focus:~~

	1)	~~Ag Solutions:~~ Leveraging our reputation as one of the leading technology solutions providers to the agriculture industry to increase market share through delivery of best-in-class drones, sensors and data analytics for hemp and other commercial crops;

	2)	~~Sensor Solutions~~: Establishing AgEagle as the world’s preferred source for advanced, proprietary, multispectral drone sensors serving the aerial mapping and analytics needs of the agriculture and broader drone markets; and

	3)	~~Drone Solutions and Manufacturing:~~ Establishing the Company as one of the industry’s leading American-made trusted source for turnkey, end-to-end, tailored drone solutions to the world along with drone design, engineering, manufacturing, assembly and testing company in the United States.

We intend to grow our business ~~by preserving a~~and preserve our leadership position ~~in our core Ag Solutions business; providing quality contract manufacturing, assembly~~by developing new drones, sensors and ~~testing services;~~software and ~~innovating new customer-focused drone systems and solutions to capture~~capturing a significant share of the ~~broader commercial~~global drone market. In addition, we expect to accelerate our growth and expansion through strategic acquisitions of ~~drone-related~~ companies offering distinct technological and competitive advantages and have defensible IP protection in place, if applicable.

The Company is headquartered in Wichita, Kansas with business operations and several offices located throughout the United States.

Key Growth Strategies

~~We intend to grow our business by achieving greater market penetration~~Our near- and mid-term growth strategies are centered on designing high performance, full stack drone solutions for customers in a broad range of the growing precision agriculture marketplace; by promoting our new service targeting the sustainable agriculture marketplace for the 2021 growing season; and by creating new, easier to use and higher value products that position AgEagle as a leading innovator and trusted solutions provider in high growth markets where advanced aerial imaging and data capture and analytics technologies can be used to achieve specific business and sustainability objectives. Currently, our management is actively exploring new vertical expansion opportunities in other industries, ~~outside of~~ including energy, construction,agriculture and ~~its related areas, including drone-enabled package delivery.~~ ~~In addition~~government. We aim to ~~drone package deliveries, we believe that our solutions~~define a new world in which autonomous drones play a key role in making businesses more efficient, infrastructure safer and services may also be well suited for use in decontamination, mapping and surveying, mining/resource exploration, insurance inspection and infrastructure/asset inspection, among other industrial applications.

people more connected.

Key components of our growth strategy include the following:

	●	Delivering new and innovative solutions. AgEagle’s research and development efforts are the foundation of the Company, and we intend to continue investing in our own innovations, pioneering new and enhanced products and solutions that enable us to exceed the expectations of our customers. AgEagle believes that by investing in research and development, the Company can be a leader in delivering innovative drones, sensors and software that address applications and needs within our current target verticals, enabling us to create new opportunities for growth.

	●	Pursuing new business opportunities outside of our legacy focus on agriculture as we continue to expand and grow AgEagle’s full stack solutions. We intend to grow our business and preserve our leadership position by developing new drones, sensors and software and capturing a significant share of the global drone market. We are confident that the efficiencies and value which we have endeavored to provide our customers in the agriculture industry can be expanded to an increasing number of customers in the energy, construction and government verticals.

	●	Achieving greater market penetration of the U.S. industrial hemp ~~industry by~~ industry. We areworking to establish HempOverview ~~and other related products and services~~ software platformas the gold industry standard for hemp cultivation oversight, compliance, enforcement and commerce. AgEagle is ~~– and intends to remain – at the leading edge of~~ leveraging best-in-class technology to provide ~~turnkey solutions~~a solution for state and tribal regulatory departments of agriculture, industrial hemp and hemp-derived CBD growers and processors. At this time, AgEagle believes that it is the only company in the nation with extensive experience in agriculture that is effectively addressing the emerging needs and challenges of the domestic hemp cultivation ~~industry through the application of advanced technology – a key competitive differential that the Company hopes to continue capitalizing on in the coming year.~~industry.

	●	~~Deliver new and innovative solutions.~~ AgEagle’s research and development efforts are the foundation of the Company, and we intend to continue investing in our own innovations, pioneering new and enhanced products and solutions that enable us to satisfy the Company’s customers – both in response to and in anticipation of their needs. AgEagle believes that by investing in research and development, the Company can be a leader in delivering innovative drone systems and solutions that address market needs within our current target markets, enabling us to create new opportunities for growth.

●

~~Continue to expand the AgEagle platform of drone systems and solutions into other industries beyond agriculture and commercial package delivery.~~ The Company is actively pursuing opportunities outside of agriculture as we continue to expand and grow the AgEagle platform. We are confident in the UAV systems, services and solutions we offer today and believe that these systems, services and solutions could provide other drone industry sectors the same kind of optimization we are currently providing the agriculture industry. Expansion initiatives include the provision of quality contract manufacturing, design and engineering, assembly and testing of advanced drones and drone-related equipment, as well as turnkey drone solutions for the broader drone market.

●

Growth through ~~acquisition.~~ acquisition. Through successful execution of our growth-through-acquisition strategies, we intend to acquire ~~technologically-advanced drone-related~~technologically advanced companies and intellectual property that complement and strengthen our value proposition to the market. We believe that by investing in complementary acquisitions, we can accelerate our revenue growth and deliver a broader array of innovative drone systems and solutions that address specialized market needs within our current target markets and in emerging drone industry sectors.

Competitive Strengths

AgEagle believes the following attributes and capabilities provide us with long-term competitive advantages:

●

Proprietary technologies, in-house capabilities and industry ~~experience~~ - experience.We believe our ~~decade~~eleven years of experience in commercial drone design and engineering; in-house manufacturing, assembly and testing capabilities; and advanced technology development ~~skillset~~ serve to differentiate AgEagle in the marketplace. As of today, we develop and manufacture ~~all the drone systems~~our products and ~~solutions we produce~~software in the United ~~States, which allows us~~States. Also, through our acquisitions of MicaSense and Measure, we have added people to ~~avoid many~~the AgEagle team with dozens of years of experience operating in the ~~potential difficulties that could arise if our engineering~~global drone industry with unique insights into regulations and ~~manufacturing operations were otherwise located outside of the country. In addition, AgEagle is committed~~how to ~~meeting~~operationalize drones and ~~exceeding quality and safety standards~~scale their use for ~~manufacturing, assembly, design and engineering and testing of drones, drone subcomponents and related drone equipment in our Wichita-based manufacturing operations.~~enterprise customers.

	●
	●	Advanced technology solutions allow users to remove the guesswork in effectively managing hemp cultivation oversight, compliance, enforcement, reporting and ~~commerce~~ -commerce. To our knowledge, there is no other SaaS solution available on the market today – particularly one that has been developed by a proven Agtech company with the level of experience and expertise of AgEagle – that provides the multi-faceted level of support and services that HempOverview offers to all stakeholders in the industry.

	●	~~Increased margins~~AgEagle is a respected industry pioneer helping to establish entirely new standards of rule for ~~farmers~~ - ~~We believe our drones and drone solutions directly enhance margins for commercial farmers by reducing~~ the ~~amount~~future of nutrients and chemicals needed to manage their farms. The software equipped on our UAVs deliver a high-quality aerial map upon completion of the flight, allowing the user to accurately identify the specific areas that are malnourished. This software is compatible with precision applicator tractors, which assist users in applying a precise amount of nutrients in only the areas it is needed. In addition, Our UAVs are specially designed to provide users with a portable and easy to operate device, which can be controlled with a hand-held unit or tablet.autonomous flight. Through our ~~FarmLens~~ ~~platform, users are able~~active advocacy efforts and direct involvement with government- and industry-sponsored agencies and organizations, AgEagle’s leadership team remains at the forefront of shaping the rulemaking guidelines and regulations that will make autonomous flight of unmanned aerial systems safe, reliable and accessible to plan and track an efficient flight path for their UAV. The UAVs are equipped with a camera and NIR filter whose images provide a holistic aerial view of the fields, along with meaningful data that is uploaded and delivered to the user within a very short time frame. As a result, this platform allows users to quickly detect any issues in their crops, which enables them to address such issues in a timely manner before any damage, or further damage, may affect their crops.more businesses worldwide.

	●	~~Expertise in drone delivery~~ ~~– Since 2019,~~Through our wholly owned subsidiary MicaSense, AgEagle ~~has been actively engaged in the custom manufacturing~~offers branded multispectral and ~~assembly~~thermal sensor solutions that provides users with unparalleled operational efficiency, collecting and outputting multiple data sets which provide actionable intelligence to its customers. From farmers to scientists to researchers, MicaSense sensors are relied upon for computer-aided analysis of ~~drones~~data to detect crop disease, crop stress, field moisture conditions, weed populations and drone equipment used for the testing and refining of a world leading ecommerce company’s commercial drone small package delivery vehicles, systems and operations. As a result, we are uniquely positioned to collaborate with other organizations seeking to activate and accelerate adoption of end-to-end drone delivery solutions to drive new and differentiated value creation in their business-to-business or business-to-consumer operations.factors.

	●	~~Leading-edge research~~Through our wholly owned subsidiary Measure Global and ~~delivery~~its proprietary Ground Control aerial intelligence solution, AgEagle provides customers with the ability to capitalize on significant economic, safety and efficiency benefits made possible by drones used at scale. ~~– In order to propel functional commercial applications~~With end-to-end program management, user-friendly flight control, and in-platform data analysis, Ground Control helps our customers save thousands of ~~drone solutions~~hazardous man-hours and create millions of dollars in real world, real-time environments, and to best aid in the determination and ultimate adoption of a regulatory framework to guide and direct mainstream commercial use of drones beyond visual line of sight, AgEagle is a lead participant in the FAA’s BEYOND program in Kansas and is actively engaged in partnering with other leading drone solutions companies on pilot projects with long-term commercial potential.operational benefits.

Impact of COVID-19 On Our Business Operations

The outbreak of the novel coronavirus (COVID-19) has evolved into a global pandemic. The coronavirus has spread to many regions of the world, including the United States. The extent to which COVID-19 impacts our business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning COVID-19 and the actions to contain the coronavirus or treat its impact, among others.

Should the coronavirus continue to spread, our business operations could be delayed or interrupted. For instance, we currently utilize third parties to, among other things, manufacture components and parts for the proprietary and contracted drones we produce, and to perform quality testing. We also manufacture and assemble products and perform various services at our manufacturing facility. If either we or any third-parties in the supply chain for materials used in our manufacturing and assembly processes are adversely impacted by restrictions resulting from the coronavirus pandemic, our supply chain may be disrupted, limiting our ability to manufacture and assemble products.

The spread of the coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on our business. While the potential economic impact brought on by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruptions of global financial markets, which may reduce our future ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the coronavirus could materially and adversely affect our business and the value of our Common Stock.

The ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business or the global economy as a whole. However, these effects could have a material impact on our operations in the future. We will continue to monitor the situation closely.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Our most critical estimates include those related to revenue recognition, inventories and reserves for excess and obsolescence, accounting for stock-based awards, and income taxes. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting estimates affect the more significant judgments and estimates used in preparing our consolidated financial statements. Please see Note 2 to our unaudited condensed consolidated interim financial statements, which are included in Item 8 “Financial Statements and Supplementary Data” of this Annual Report, for our Summary of Significant Accounting Policies. There have been no material changes made to the critical accounting estimates during the periods presented in the unaudited condensed interim consolidated financial statements.

Results of Operations

For the Three and Six Months Ended ~~March 31,~~June 30, 2021 as Compared to the Three and Six Months Ended ~~March 31,~~June 30, 2020

For the three months ended ~~March 31,~~June 30, 2021, we recorded revenues of ~~$1,701,592~~$1,937,364 compared to revenues of ~~$391,280~~$16,325 for the same period in 2020, a ~~335%~~11,767% increase. The increase was mainly due to new revenues derived from the acquisition of MicaSense business related specifically to sensor sales for the Red Edge and Altum.Revenue growth was also positively impacted by ~~the continued focus on expansion~~increased sales of our HempOverview platform ~~with~~to the State of Iowa ~~providing aerial imaging~~ and ~~analytics solutions~~Florida. Lastly the increase in revenue was also impacted by the Measure acquisition, which ~~serve new and emerging markets including registration, oversight, and compliance~~accounted for subscription sales related to the Ground Control platform. For the six months ended June 30, 2021, we recorded revenues of ~~hemp fields by state departments~~$3,638,955 compared to revenues of ~~agriculture~~$407,605 for the ~~State~~same period in 2020, an 793% increase. The increase was largely due to new revenues derived from the acquisition of ~~Iowa.~~MicaSense specifically to sensor sales along with the acquisition of the Measure business.and continued growth from our HempOverview platform sales.

During the three months ended ~~March 31,~~June 30, 2021, cost of sales totaled ~~$621,904,~~$959,229, a ~~$447,420,~~$944,199, or ~~256.4%~~6,282%, increase when compared to ~~$174,483~~$15,030 in the three months ended ~~March 31,~~June 30, 2020. Costs of sales totaled $1,658,097 and $188,633, for the six months ended June 30,2021 and 2020, respectively, reflecting an increase in our cost of goods sold of 779%. We had a gross profit of ~~$1,079,688,~~$978,135, or ~~63%~~50% gross profit margin, during the three months ended ~~March 31,~~June 30, 2021, compared to ~~$216,797,~~$1,295, or ~~55%~~8% gross profit margin, for the three months ended ~~March 31,~~June 30, 2020. For the six months ended June 30, 2021, and 2020, we had a gross profit of $1,980,858 or 54% and $218,972 or 54%, respectively, an increase in our profit margins of 805%. The primary factors contributing to the increase in our cost of sales and gross profit margin was due to ~~the~~increase in our sales volume along with continued shift in mix of products ~~and services~~ we ~~now~~ offer customers in the new markets we serve that have resulted in higher margin for our sales specifically for our sensor sales related to MicaSense ~~acquisition.~~acquisition and SaaS offerings.

We recorded total operating expenses of ~~$4,040,488~~$5,798,620 during the three months ended ~~March 31,~~June 30, 2021, a ~~552%~~361% increase as compared to operating expenses of ~~$620,070~~$1,256,663 in the same period of 2020. Our operating expenses are comprised of general and administrative expenses, professional fees, research and development and sales and marketing expenses. General and administrative expenses totaled ~~$1,851,653~~$4,062,800 during the three months ended ~~March 31,~~June 30, 2021, compared to ~~$445,531~~$721,705 in the same period of 2020, an increase of ~~316%~~463%. The increase was primarily due to costs for additional payroll and bonus payments associated with new hires ~~MicaSense acquisition~~ and existing employees for the MicaSense and Measure acquisitions, and stock compensation expenses ~~an estimated contingent liability accrual~~related to employees and directors, expenses related to annual shareholders meeting, rent cost associated ~~with a consultant agreement,~~to the new ~~rent~~leases for Wichita, Seattle, Washington D.C. and Austin offices, ~~audit, taxes, valuation~~ and ~~financial service fees and~~additional amortization expense associated to the intangibles acquired inas part of the recent ~~acquisition~~acquisitions and platform development costs. Professional fees ~~also increased 867%~~decreased 50% as we had ~~$1,658,326~~$268,987 of expenses for the current period versus ~~$171,498~~$532,406 in the comparable prior ~~period. The increase was~~period mainly ~~due to largely to added legal expenses associated with our capital raising activities and acquisition activity and an estimated contingent liability accrual associated with a consultant~~because of the termination of GreenBlock consulting agreement. Also included in operating expenses was sales and marketing costs that increased ~~9,690%~~21,837% to ~~$297,705~~$559,833 versus ~~$3,041~~$2,522 in the prior year’s comparable period due to the addition of the MicaSense ~~acquisition~~and Measure sales and marketing ~~team.~~teams and the hiring of a new Director of Marketing. Lastly, we recorded research and development expenses totaled ~~$232,804~~$907,000 during the three months ended ~~March 31,~~June 30, 2021, no expenses were recorded for the same period during 2020, the increase was due to the MicaSense ~~acquisition~~and Measure acquisitions costs incurred for the development of new sensor ~~products.~~products and software maintenance costs.

~~Interest~~We recorded total operating expenses of $9,762,146 and $1,877,613, respectively, for the six months ended June 30, 2021, and 2020, a 420% increase. Our operating expenses are comprised of general and administrative costs, professional fees, research and development and sales and marketing expenses. For the six months ended June 30, 2021 and 2020, we recorded $5,681,928 and $1,161,066 in general and administrative expenses, respectively, resulting in a 389% increase. The increase was primarily due to costs for additional payroll and bonus payments associated with new hires and existing employees for the MicaSense and Measure acquisitions, and stock compensation expenses related to employees and directors, expenses related to annual shareholders meeting, rent cost associated to the new leases for Wichita, Seattle, Washington D.C. and Austin offices, additional amortization expense associated to the intangibles acquired as part of the recent acquisitions and platform development costs and added costs associated to financial audits, tax and valuation services. Professional fees also increased 178% as we had $1,953,186 of expenses for the current period versus $703,904 in the comparable prior period mainly due to stock-based compensation associated with the termination of the GreenBlock Capital agreement. Also included in our operating expenses was sales and marketing costs that increased 6,160% to $791,427 versus $12,643 in the prior comparable period due to addition of the MicaSense and Measure sales and marketing teams and the hiring of a new Director of Marketing. Lastly, we recorded research and development expenses totaled $1,335,605 during the six months ended June 30, 2021, no expenses were recorded for the same period during 2020, the increase was due to the MicaSense and Measure acquisitions costs incurred for the development of new sensor products and software products.

Other income (expense) for the three and six months ended June 30, 2021, was $31,329 and $58,751, respectively there was no other income(expense) recorded for the comparable periods during 2020. The majority of the increase represented the forgiveness of the PPP loan for AgEagle offset by loss on disposal of fixed assets.

Our net loss was $4,678,172 for the three months ended March 31, 2021 was $2,851 related to interest accrued for the note from Valqari offset by interest expense related to MicaSense credit line paid in fully upon close of the transaction as compared to $0 in the prior period.

Other income for the three months ended March 31, 2021 was $27,419, there was no other income recorded for the comparable period during 2020. The Other income represented insurance claims proceeds related to a theft in 2020.

~~Our net loss was $2,930,530 for the three months ended March 31,~~June 30, 2021. This represents a ~~$2,527,257~~$3,422,804 increase over our net loss of ~~$403,273~~$1,255,368 in the same period during 2020. For the six months ended June 30, 2021 and 2020, we had a net loss of $7,608,702 and $1,658,641 respectively, an increase of $5,950,061 or 359%. Overall, the increase in net loss is due to greater operating costs ~~which includes additional~~mostly within general and administrative costs along with added professional ~~expenses as a result~~and research and development costs because of the shift in our sales and long-term growth strategies that required increased ~~business development~~ resources ~~legal expenses~~and investments to support ~~capital~~our growth and acquisition ~~growth and an estimated contingent liability accrual associated with a consultant agreement.~~strategies. We are in the process of continuing to address these shifts by developing new platforms, products and services that support prevailing growth opportunities in ~~domestic industrial hemp and sustainable agriculture and growing our drone-enabled package delivery business.~~the full stack drone solutions market.

For the three months ended ~~March 31,~~June 30, 2021, and 2020, our net loss available to ~~Common Stockholders~~common stockholders was ~~$2,930,530~~$4,678,172 and ~~$443,718,~~$10,326,250, respectively, ~~an increase~~a decrease of ~~$2,486,812.~~$5,648,078. For the six months ended June 30, 2021 and 2020, our net loss available to common stockholders was $7,608,702 and $10,769,968, respectively, a decrease of $3,161,266. The net loss ~~increase in~~available to common stockholders decrease during this period compared to the prior period was due to Series D Preferred Stock dividends recorded during the ~~period.~~period of June 2020, non-cash charges stemming from required deemed dividend accounting for modifications to certain preferred stock, redemption of preferred stock and the trigger of down round provisions on certain preferred stock and warrants.

Cash Flows

~~March 31,~~June 30, 2021 As Compared to ~~March 31,~~June 30, 2020

Cash on hand was ~~$24,193,542~~$39,214,638 on ~~March 31,~~June 30, 2021, an increase of ~~$253,209~~$26,306,925 compared to the ~~$356,084~~$12,907,713 on hand at ~~March 31,~~June 30, 2020. Cash used in operations for the ~~three~~six months ended ~~March 31,2021~~June 30,2021 was ~~$1,128,591~~$3,506,235 compared to ~~$359,629~~$710,679 of cash used by operations for the same period during 2020. The increase in cash used in operating activities was driven mainly driven by an increase in operating loss due to greater overhead expenses along with an increase in ~~accounts receivable, inventory, prepaid balances offset by accounts payable,~~ accrued expenses related to issuance of common stock and ~~deferred revenue associated with~~accrued liabilities for the ~~growth of the business.~~MicaSense and Measure acquisitions.

Cash used in investing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$13,278,891~~$24,561,757, compared to ~~$2,284~~$6,173 during the same period during 2020. The increase in cash used in our investing activities resulted from the ~~acquisition~~acquisitions of MicaSense and Measure, purchase of property and equipment and building improvements related to the new leased warehouse and corporate offices in Wichita, along with recording capitalized costs associated with the development of the HempOverview platform.

Cash provided inby financing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$14,660,691~~$43,342,297, which compared to no$12,906,568 cash used in financing activities during the same period of 2020. The increase in cash provided by our financing activities was due to sales of our Common Stock and the exercise of warrants issued in connection with a securities purchase agreement executed in August 2020.

Liquidity and Capital Resources

As of ~~March 31,~~June 30, 2021, we had working capital of ~~$17,184,362~~$34,068,995 and a loss from operations of ~~$2,930,530~~$7,608,702 for the period then ended. While there can be no guarantees, we believe cash on hand, in connection with cash generated from revenue, will be sufficient to fund the next year of operations. In addition, we intend to pursue other opportunities of raising capital with outside investors.

~~On December 31, 2020,~~During 2021, we ~~entered into~~raised capital of $6,313,943 as a result of the sale of 1,057,214 shares of Common Stock in connection with a securities purchase agreement ~~with an Investor, pursuant to which the Company agreed to sell to the Investor~~(the “December Purchase Agreement”) entered on December 31, 2020. Also on February 8, 2021, we received $8,305,368 in ~~a registered direct offering Pre-Funded Warrants to purchase up to 1,057,214 shares of common stock, for~~additional gross proceeds ~~of approximately $6.375 million (which includes subsequent payment of~~associated with the exercise of 2,516,778 of warrants issued at a price of $3.30 in connection with a securities purchase agreement dated August 4, 2020.

During the Pre-Funded Warrants in the amount of $1,057.21). The shares of common stock underlying the Pre-Funded Warrants are referred to as the “Warrant Shares.” The purchase price for each Pre-Funded Warrant is $6.029. The exercise price for each Pre-Funded Warrant is $0.001.period from May 29, 2021, through June 30, 2021, we raised approximately $28,647,161 by utilizing our ATM Offering with co-agents Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates.

We continue to realize losses from operations. However, as a result of our capital raise efforts, we believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements through December 2022. Our primary need for liquidity is to fund working capital requirements of our business, capital expenditures, acquisitions, debt service, and for general corporate purposes. Our primary source of liquidity is funds generated by financing activities and from private placements. Our ability to fund our operations, to make planned capital expenditures, to make planned acquisitions, to make scheduled debt payments, and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control.

Off-Balance Sheet Arrangements

On ~~March 31,~~June 30, 2021, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Inflation

Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

New Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, and in light of the material weakness in internal controls described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report ~~are functioning effectively~~were not effective as of June 30, 2021.

Our internal control over financial reporting did not result in the accurate recording of revenues, costs of goods sold and other operating expenses for the period ended March 31, 2021. Therefore internal controls over financial reporting were not effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosures. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

No change in our internal control over financial reporting occurred during the three months ended ~~March 31,~~June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the three-month period ended ~~March 31,~~June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.The Company’s management is in the process of the remediation and improvement of our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Legal Proceedings

From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition and results of operations.

Lopez v. AgEagle Aerial Systems, Inc., et al., Case No. 2:21-cv-01810 (C.D. Cal.Cal.), consolidated with Madrid v. AgEagle Aerial Systems, Inc., et al., Case No. 2:21-cv-01991 (C.D. Cal.)

~~On February 26, 2021, Shawn Lopez~~As previously disclosed, AgEagle and certain of its current and former officers and directors were named as defendants in two putative securities class actions filed ~~a shareholder class action complaint~~ in the U.S. District Court for the Central District of California seeking unspecified monetary damages for alleged violations of the United States Securities Exchange Act of 1934 during the period from September 2, 2019 to February 18, 2021 against AgEagle Aerial Systems, Inc. (“AgEagle” or the “Company”), ~~J. Michael Drozd, Nicole Fernandez-McGovern, Bret Chilcott, and Barrett Mooney (the “Defendants”). The case is captioned Lopez~~(Lopez v. AgEagle Aerial Systems Inc., et al., Case No. 2:~~21-cv-01810 (C.D. Ca~~l.)21-cv01810; and ~~was assigned to District Judge Christina A. Snyder~~Madrid v. AgEagle Aerial Systems Inc., et al., Case No. 2:21-cv-01991). These matters were consolidated, and ~~Magistrate Judge Charles F. Eick. Plaintiff’s initial complaint alleges, among other things, that Defendants purportedly violated~~a Lead Plaintiff designated by Court Order. On July 30, 2021, the Court-appointed Lead Plaintiff filed a voluntary dismissal of the consolidated securities ~~laws by making or approving statements that contained allegedly false representations concerning the Company’s business relationship with an e-commerce company.~~class action.

Nostrand and Rickerson v. Mooney et al. (Defendants) and AgEagle Aerial Systems, Inc. (Nominal Defendant), Case No. 3:21-cv-00130 (D. Nev.)

As previously disclosed, two shareholders filed a shareholder derivative complaint on behalf of nominal defendant AgEagle against Barrett Mooney, Grant Begley, Luisa Ingargolia, Thomas Gardner, Bret Chilcott, J. Michael Drozd, and Nicole Fernandez-McGovern. On July 20, 2021, the Plaintiffs in this derivative action filed a voluntary dismissal of the action, and the Court designated the case “closed” and “terminated.”

Granja v. AgEagle Aerial Systems Inc. (Nominal Defendant), et al, Case No. 2:21-cv-06056 (C.D. Cal.)

On July 27,2021, a separate shareholder filed a similar derivative complaint on behalf of the Company and against certain of its current and former officers and directors in the U.S. District Court for the Central District of California (Granja v. AgEagle Aerial Systems Inc., et al, Case No. 2:21-cv-06056). This action currently remains pending. As of this date and to the best of our knowledge, neither ~~AgEagle~~the Company nor the individual Defendants have been served or have agreed to accept service of the summons and complaint. ~~As of~~On August 11, 2021, the Plaintiff in this ~~date, Plaintiff has not~~California derivative action filed ~~an affidavit of service with the Court concerning service upon any Defendant. On April 27, 2021,~~ a number of non-party movants filed motions seeking the Court’s appointment to serve as lead plaintiff(s) in the action, for the further appointment of certain lead counsel, as well as the consolidation of this action with the Madrid action discussed below. The pending motions have been made returnable with the Court on or before June 7, 2021, following the Court’s resolution of which it is common for the newly-appointed lead plaintiff(s) to amend the complaint and allegations underlying the claims. For this reason, we cannot provide a meaningful evaluation at this timevoluntary dismissal of the ~~likelihood of an unfavorable outcome.~~action.

~~Madrid v. AgEagle Aerial Systems, Inc., et al., Case No. 2:21-cv-01991 (C.D. Ca~~l.)

On March 4, 2021, Cristian Jesus Merino Madrid filed a shareholder class action complaint in the U.S. District Court for the Central District of California seeking unspecified monetary damages for alleged violations of the United States Securities Exchange Act of 1934 during the period from September 2, 2019 to February 18, 2021 against AgEagle Aerial Systems, Inc. (“AgEagle” or the “Company”), ~~J. Michael Drozd, Nicole Fernandez-McGovern, Bret Chilcott, and Barrett Mooney (captioned Madrid v. AgEagle Aerial Systems, Inc., et al., Case No. 2:21-cv-01991 (C.D. Ca~~l.)) (the “Defendants”). Plaintiff’s initial complaint alleges, similar to the Lopez case described above, that Defendants, among other things, purportedly violated the securities laws by making or approving statements that contained allegedly false representations concerning the Company’s business relationship with an e-commerce company.

On March 9, 2021, this case was transferred to District Judge Christina A. Snyder and Magistrate Judge Charles F. Eick as a related case to Lopez v. AgEagle Aerial Systems, Inc., et al., Case No. 2:21-cv-01810.

~~Nostrand and Rickerson v. Mooney et al. (Defendants) andAgEagle Aerial Systems, Inc. (Nominal Defendant), Case No. 3:21-cv-00130 (D. Nev~~.)

On March 17, 2021, John Nostrand and Drew Rickerson filed a shareholder derivative complaint on behalf of nominal defendant AgEagle Aerial Systems, Inc. (“AgEagle” or the “Company”) against Barrett Mooney, Grant Begley, Luisa Ingargolia, Thomas Gardner, Bret Chilcott, J. Michael Drozd, and Nicole Fernandez-McGovern, seeking unspecified monetary damages and other relief for the benefit of the Company for alleged breaches of fiduciary duties and violations of the United States Securities Exchange Act of 1934 for the period September 3, 2019 to the present. Plaintiffs’ complaint alleges, among other things, that Defendants purportedly breached their fiduciary duties and violated the securities laws by making or approving statements that contained allegedly false representations concerning the Company’s business relationship with an e-commerce company.

~~The Company believes that each of the foregoing complaints are without merit and intends to vigorously defend itself against each of these claims.~~

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Recent Sales of Unregistered Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

~~None.~~As previously reported in a Current Report on Form 8-K filed with the SEC on May 26, 2021, the Company and J. Michael Drozd mutually agreed to Mr. Drozd’s resignation as Chief Executive Officer of the Company, effective on May 24, 2021 (the “Termination Date”). In connection with Mr. Drozd’s departure, the Company and Mr. Drozd entered into a Separation Agreement and General Release, dated June 11, 2021 (the “Separation Agreement”), pursuant to which, among other things, the Company has agreed to pay Mr. Drozd (i) regular base salary at the annual rate of $235,000 through the Termination Date; (ii) an annual performance bonus consisting of $37,130 in cash and 118,500 shares of the Company’s common stock, (iii) severance pay equal to six (6) months of his base salary as of the Termination Date; and (iv) cash payment equal to three (3) days of accrued and unused vacation days.

The foregoing description of the Separation Agreement set forth under this Item 5.02 does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.3 and is incorporated herein by reference.

Item 6. Exhibits

Exhibit No.		Description
10.1		Stock Purchase Agreement, dated as of January 26, 2021, by and among Parrot Drones S.A.S., Justin B. McAllister, AgEagle Aerial Systems Inc. and AgEagle Sensor Systems, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 27, 2021)
10.2		Registration Rights Agreement, dated as of January 27, 2021, by and among Parrot Drones S.A.S., Justin B. McAllister, AgEagle Aerial Systems Inc. and AgEagle Sensor Systems, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 27, 2021)
~~31.1~~10.3		Separation Agreement and General Release, dated June 11, 2021, by and between AgEagle Aerial Systems Inc. and Michael Drozd.
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer
32.1		Section 1350 Certification of principal executive officer
32.2		Section 1350 Certification of principal financial and accounting officer
101.INS		XBRL INSTANCE DOCUMENT
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AGEAGLE AERIAL SYSTEMS INC.

Dated: ~~May~~August 17, 2021	By:	/s/ ~~J. Michael Drozd~~Brandon Torres Declet
		~~J. Michael Drozd~~Brandon Torres Declet
		Chief Executive Officer & Board Director

Dated: ~~May~~August 17, 2021	By:	/s/ Nicole Fernandez-McGovern
		Nicole Fernandez-McGovern
		Chief Financial Officer, EVP of Operations and Secretary

3844

	As of
	March 31,			December 31,
ASSETS	2021			2020
	(Unaudited)
CURRENT ASSETS:
Cash	$	24,193,542		$	23,940,333
Accounts receivable		380,419			—
Inventories, net		894,811			135,647
Prepaid and other current assets		282,869			122,011
Notes receivable		500,000			600,000
Total current assets		26,251,641			24,797,991

Property and equipment, net		299,259			122,589
Right of use asset		1,136,742			257,363
Intangible assets, net		3,667,492			440,527
Goodwill		22,116,591			3,108,000
Other assets		25,000			—
Total assets	$	53,496,725		$	28,726,470

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	492,921		$	159,812
Accrued expenses and other liabilities		3,581,902			1,844,825
Contract liabilities		65,893			2,302
Current portion of liability related to acquisition agreement		4,578,775			—
Current portion of lease liability		244,826			85,895
Current portion of promissory note		102,962			89,533
Total current liabilities		9,067,279			2,182,367

Long term portion of lease liability		894,210			171,468
Long term portion of promissory note		4,477			17,906
Long term portion of liability related to acquisition agreement		5,000,000			—
Total liabilities		14,965,966			2,371,741

COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)

STOCKHOLDERS’ EQUITY:
Preferred Stock, $0.001 par value, 25,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2021 and December 31, 2020
Common Stock, $0.001 par value, 250,000,000 shares authorized, 62,500,815 and 58,636,365 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		62,501			58,636
Additional paid-in capital		62,344,452			47,241,757
Accumulated deficit		(23,876,194	)		(20,945,664	)
Total stockholders’ equity		38,530,759			26,354,729
Total liabilities and stockholders’ equity	$	53,496,725		$	28,726,470

Year Ending December 31,	Amount
2021	$	189,961
2022		263,890
2023		266,383
2024		194,550
2025		207,101
2026		17,857
	$	1,136,742