AgEagle Aerial Systems Receives Non-Compliance Notice from NYSE American and Makes NYSE American Section 610(b) Public Announcement

Rhea-AI Summary

AgEagle Aerial Systems, a provider of unmanned aerial systems and solutions, has received a non-compliance notice from NYSE American due to insufficient stockholders' equity. The company reported a stockholders' deficit of $5.7 million and losses over the past five fiscal years through December 31, 2024.

Key points:

• Company must submit compliance plan by May 23, 2025
• Has until October 23, 2026 to regain compliance
• Stock continues trading under "UAVS" with ".BC" designation
• Auditors raised substantial doubt about going concern

AgEagle must meet minimum equity requirements of $2-6 million based on loss history. While the company intends to submit a recovery plan, there's no guarantee of success. The notice doesn't affect daily operations or SEC reporting requirements.

Positive

• None.

Negative

• Stockholders' deficit of $5.7 million as of December 31, 2024
• Reported losses for five consecutive fiscal years through 2024
• Non-compliance with NYSE American minimum stockholders' equity requirements
• Risk of delisting from NYSE American if compliance plan is not accepted
• Auditor raised substantial doubt about company's going concern status
• Added '.BC' designation to stock symbol indicating below compliance status

Insights

Financial Analyst

NYSE American non-compliance notice and auditor's going concern warning signal significant financial distress at AgEagle after five years of losses.

AgEagle Aerial Systems has received formal notice from the NYSE American exchange regarding non-compliance with continued listing standards. The company reported a $5.7 million stockholders' deficit as of December 31, 2024, and has experienced losses for five consecutive fiscal years, triggering multiple minimum stockholders' equity requirement violations.

This non-compliance notice initiates a formal regulatory process with specific deadlines. AgEagle must submit a compliance plan by May 23, 2025, and if accepted, will have until October 23, 2026, to regain compliance. During this period, the stock will continue trading but with a ".BC" designation indicating "below compliance" status.

Of significant concern is the disclosure that the company's most recent annual financial statements contained an audit opinion with a "Substantial Doubt Regarding Going Concern" paragraph. This formal statement from independent auditors indicates material uncertainty about the company's ability to continue operations, representing one of the most serious warnings in financial reporting.

The combination of NYSE American non-compliance, five consecutive years of losses, negative stockholders' equity, and a going concern warning collectively indicate severe financial challenges. The regulatory timeline provides an 18-month window to address these issues if the company's plan is accepted by the exchange.

WICHITA, Kan., April 29, 2025 (GLOBE NEWSWIRE) -- AgEagle Aerial Systems Inc. (NYSE: UAVS) a leading provider of best-in-class unmanned aerial systems (UAS), sensors and software solutions for customers worldwide in the commercial and government verticals, announces that on April 23, 2025, the Company received written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with the minimum stockholders’ equity requirements of Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”) requiring stockholders’ equity of (i) $2.0 million or more if the Company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, (ii) $4.0 million or more if the Company has reported losses from continuing operations and/or net losses in three of the four most recent fiscal years and (iii) $6.0 million or more if the Company has reported losses from continuing operations and/or net losses in its five most recent fiscal years, respectively. As of December 31, 2024, the Company had stockholders’ deficit of $5.7 million and has had losses in the most recent five fiscal years ended December 31, 2024.

The Company is now subject to the procedures and requirements of Section 1009 of the Company Guide. The Company has until May 23, 2025 to submit a plan (the “Plan”) of actions it has taken or will take to regain compliance with the continued listing standards by October 23, 2026, which is eighteen months from receipt of the Letter (“Cure Period”). The Company intends to submit the Plan to regain compliance with NYSE American listing standards, however there can be no assurance that the Company will be able to achieve compliance with such standards within the Cure Period. If the NYSE American accepts the Plan, the Company will be able to continue its listing during the Cure Period and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan until it has regained compliance. If the Plan is not accepted by the NYSE American, the Letter states that delisting proceedings will commence. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

The notice has no immediate impact on the listing of the Company’s shares of common stock, which will continue to be listed and traded on the NYSE American under the symbol “UAVS”, but will have an added designation of “.BC” to indicate the status of the common stock is “below compliance”. The notice does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

The Company also advises that as previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024, filed March 31, 2025, with the Securities and Exchange Commission, the audited financial statements contained an audit opinion from its independent registered public accounting firm that included a Substantial Doubt Regarding Going Concern paragraph. This announcement is made pursuant to NYSE American Company Guide Section 610(b), which requires separate public announcement of the receipt of an audit opinion containing a going concern paragraph. This announcement does not represent any change or amendment to the Company's consolidated financial statements or to its Annual Report on Form 10-K for the year ended December 31, 2024.

About AgEagle Aerial Systems Inc.

Through its three centers of excellence, AgEagle is actively engaged in designing and delivering best-in-class flight hardware, sensors and software that solve important problems for its customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, AgEagle is a leading provider of full stack UAS, sensors and software solutions for customers worldwide in the energy, construction, agriculture, and government verticals. For additional information, please visit our website at www.ageagle.com.

Forward-Looking Statements 

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “suggest,” “target,” “aim,” “should,” "will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on AgEagle’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including risks related to the timing and ability to regain compliance with the NYSE American Listing Standards, the timing and fulfilment of current and future orders relating to AgEagle’s products, the success of new programs, the ability to implement a new strategic plan and the success of a new strategic plan. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of AgEagle in general, see the risk disclosures in the Annual Report on Form 10-K of AgEagle for the year ended December 31, 2024, and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by AgEagle. All such forward-looking statements speak only as of the date they are made, and AgEagle undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

AgEagle Aerial Systems Contacts Investor Relations: Email: UAVS@ageagle.com Media: Email: media@ageagle.com

FAQ

Why did AgEagle (UAVS) receive a non-compliance notice from NYSE American on April 23, 2025?

AgEagle received the notice because it failed to meet minimum stockholders' equity requirements, reporting a $5.7 million deficit as of December 31, 2024, and losses in the past five fiscal years.

What happens to UAVS stock trading status after the NYSE American non-compliance notice?

UAVS stock will continue trading on NYSE American with an added '.BC' designation to indicate 'below compliance' status, but there's no immediate impact on listing or SEC reporting requirements.

What is the deadline for AgEagle (UAVS) to submit its compliance plan to NYSE American?

AgEagle must submit its compliance plan by May 23, 2025, and has until October 23, 2026 (18 months from notice) to regain compliance with NYSE American listing standards.

What are the minimum stockholders' equity requirements UAVS failed to meet?

UAVS failed to meet three requirements: $2.0 million for 2-year losses, $4.0 million for 3-year losses, and $6.0 million for 5-year losses, with current stockholders' deficit at $5.7 million.

What happens if NYSE American rejects AgEagle's (UAVS) compliance plan?

If the plan is rejected, NYSE American will commence delisting proceedings, though AgEagle can appeal the delisting determination under Section 1010 and Part 12 of the Company Guide.

Does the UAVS going concern warning affect its current NYSE American listing?

No, the going concern warning in the 2024 audit opinion doesn't directly affect the current listing, but it requires public disclosure under NYSE American Company Guide Section 610(b).