Item 5.02 Departure of Directors or Principal Officers; Election of Directors;


           Appointment of Principal Officers.

On December 6, 2022, the board of the directors (the "Board") of AgEagle Aerial Systems Inc. (the "Company") appointed Kelly J. Anderson as a Board member to fill the vacancy on the Board created by Luisa Ingargiola's recent resignation, effective December 5, 2022. Ms. Anderson qualifies as an independent director under the corporate governance standards of the NYSE American and meets the financial sophistication requirements of the NYSE American. She also meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and qualifies as an "audit committee financial expert" as such term is currently defined in Item 407(d)(5) of Regulation S-K. Also effective on December 5, 2022, Ms. Anderson was appointed to the Company's Compensation Committee and Nominating and Corporate Governance Committee and was appointed to chair the Company's Audit Committee.

As compensation for services as an independent director, Ms. Anderson shall receive:



  · An annual cash fee of $60,000, payable quarterly; and
  · A quarterly grant of 25,000 stock options with an exercise price at the
    current market price of the Company's common stock at the time of issuance
    (the "Quarterly Options"). The Quarterly Options are exercisable for a period
    of five years from the date of grant and vest in equal quarterly installments
    over a period of two years from the date of grant.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits

Exhibit No. Description 10.1 Director Offer Letter, dated December 6, 2022 99.1 Press Release, dated December 7, 2022

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