UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.01 Changes in Registrant’s Certifying Accountant.
Dismissal of previous independent registered public accounting firm
On July 2, 2025, the Audit Committee (the “Committee”) of the Board of Directors of AgEagle Aerial Systems Inc. (the “Company”) dismissed WithumSmith+Brown, P.C. (“Withum”) as its independent registered public accountant.
Withum audited the Company’s financial statements for the fiscal years ended December 31, 2024 and 2023. The reports of Withum on such financial statements did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception that said report included an explanatory paragraph regarding the uncertainty of the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period from January 1, 2025 to July 2, 2025, there were no disagreements (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in connection with its report.
During the same period, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except as disclosed below:
As described in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023, during the preparation of the Company’s interim condensed consolidated financial statements for the period ended September 30, 2024, management identified a material weakness in the Company’s internal controls related to the computation of net loss attributable to common stockholders resulting in an understatement of loss per share (“EPS”) as presented on the Company’s consolidated statements of operations and comprehensive loss. In addition to the EPS computation error, accrued dividends and deemed dividends were included as a component of other comprehensive loss instead of being included in net loss attributable to common stockholders. The Company filed a 10-K/A on November 27, 2024 amending the previously filed Form 10-K for the year ended December 31, 2023, which included the impact of the identified error on previously filed Form 10-Qs for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023.
The Company provided Withum with a copy of the foregoing disclosures and requested that Withum furnish the Company with a letter addressed to the United States Securities and Exchange Commission stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of that letter, dated July 2, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of new independent registered public accounting firm
On July 2, 2025, the Committee approved the engagement of Grassi & Co., CPAs, P.C. (“Grassi”) as the Company’s independent registered public accounting firm, effective July 9, 2025, to audit the Company’s consolidated financial statements for the year ending December 31, 2025.
During the fiscal years ended December 31, 2024 and 2023 and through July 2, 2025, neither the Company nor anyone on the Company’s behalf consulted with Grassi with respect to (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Grassi on the Company’s financial statements, and Grassi did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit | |
| 16.1 | Letter from Withum, dated July 9, 2025 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 9, 2025 | AGEAGLE AERIAL SYSTEMS INC. | |
| By: | /s/ Alison Burgett | |
| Name: | Alison Burgett | |
| Title: | Chief Financial Officer | |