Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

AGEAGLE AERIAL SYSTEMS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

AgEagle Aerial Systems Reminds Shareholders to Vote Before the Proxy Voting Deadline for the Upcoming Special Meeting of Shareholders

Shareholders are reminded to vote prior to the proxy voting deadline of 11:59 p.m. (Eastern Time) on December 19, 2024

WICHITA, Kan., December 11, 2024 - AgEagle Aerial Systems Inc. (NYSE: UAVS) ("AgEagle" or the "Company"), a leading provider of best-in-class unmanned aerial systems (UAS), sensors and software solutions for customers worldwide in the commercial and government verticals, would like to remind shareholders to cast their votes for the matters that will be voted on at the Company's annual meeting of shareholders (the "Meeting") in advance of the proxy voting deadline of 11:59 p.m. (Eastern Time) on Thursday, December 19, 2024.

The Meeting will be held on Friday, December 20, 2024 at 11:00 a.m. (Eastern Daylight Time). It will be held in a virtual-only format, via live webcast at https://web.viewproxy.com/uavs/2024.

AgEagle's Board of Directors unanimously recommends that shareholders vote "FOR" all proposed matters that will be voted on at the Meeting. AgEagle shareholders are encouraged to read the meeting materials in detail and cast their votes prior to the proxy voting deadline.

In addition to the Board of Directors both leading advisory firms, ISS and Glass, are recommending investors vote in support of all matters.

Your vote is important! Please vote today!

How to Vote and Shareholder Questions

To ensure that your shares will be voted at the meeting, shareholders are encouraged to vote online or by telephone in advance of the proxy cut-off of 11:59 p.m. (Eastern Time) on December 19, 2024.

Beneficial Holders:

Please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically.

Shareholders who have questions about the meeting resolutions or need assistance voting may contact Alliance Advisors LLC, AgEagle's proxy solicitor at:

Alliance Advisors LLC

Telephone: 866-620-1197 (toll free)
Email: [email protected]

Registered Holders:

INTERNET: Vote online at www.FCRvote.com/UAVS using the control number located on the proxy card.

TELEPHONE: Call 1-866-402-3905 toll free and follow the instructions for telephone voting on your proxy card.

MAIL: Votes may by cast by mail by completing, signing, and dating the proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

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 fulfilment of current and future purchase 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, 2023, 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: [email protected]

Media:

Email: [email protected]

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