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Restatement

12 Months Ended

Dec. 31, 2023

Note 17 – Restatement

The restatement of the prior filings are a result of the transactions summarized below that led to errors in our previously filed Form 10-K filed with the SEC on April 1, 2024 and our Forms 10-Q for the quarterly periods March 31, 2023, June 30, 2023 and September 30, 2023. This Amendment No. 1 reflects the corrections for the errors discussed below as of and for the years ended December 31, 2023 and 2022 and restates the Company’s consolidated statements of operations and comprehensive loss. This Amendment No. 1 also includes expanded financial and other disclosures in lieu of filing separate amended Form 10-Q/As for each of the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023.

The net loss attributable to common stockholders erroneously excluded accrued cumulative dividends on outstanding Series F preferred stock and deemed dividends resulting from the triggering of down round features embedded within outstanding equity-linked financial instruments. Pursuant to ASC 260 Earnings Per Share, income available to common stockholders shall be computed by deducting dividends accumulated for the period on cumulative preferred stock. Also, the value of the effect of a down round feature shall be recognized in an equity-classified freestanding financial instrument when the down round feature is triggered. That effect shall be treated as a dividend and as a reduction of income available to common stockholders in basic and diluted earnings per share.

In addition to the above accrued cumulative dividends and deemed dividends were included as a component of other comprehensive loss. However, pursuant to ASC 220 – Income Statement – Reporting Comprehensive Income items required to be reported as direct adjustments to additional paid-in capital and retained earnings are not considered to be components of other comprehensive income (loss).

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Note 17 – Restatement-Continued

The tables below reflects the restatements.

Schedule of Impact of the Restatement

Impact of the Restatement - December 31, 2023

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	For the Year Ended December 31, 2023
Statement of Operations Data	As Previously Reported			Adjustment			As Restated
Net loss attributable to common stockholders	$	(42,421,737	)	$	(11,947,541	)	$	(54,369,278	)
Net loss per common share – basic and diluted (i)	$	(8.04	)	$	(2.26	)	$	(10.30	)
Total comprehensive loss, net of tax	$	(54,273,058	)	$	11,947,541		$	(42,325,517	)

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	For the Year Ended December 31, 2022
Statement of Operations Data
Net loss attributable to common stockholders	$	(58,253,723	)	$	(2,417,973	)	$	(60,671,696	)
Net loss per common share – basic and diluted (i)	$	(13.97	)	$	(0.59	)	$	(14.56	)
Total comprehensive loss, net of tax	$	(60,591,019	)	$	2,417,973		$	(58,173,046	)

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	Three Months Ended March 31, 2023
Statement of Operations Data (Unaudited)
Net loss attributable to common stockholders	$	(4,599,499	)	$	(322,897	)	$	(4,922,396	)
Net loss per common share – basic and diluted (i)	$	(1.03	)	$	(0.07	)	$	(1.10	)
Total comprehensive loss, net of tax	$	(4,827,792	)	$	322,897		$	(4,504,895	)

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	Three Months Ended June 30, 2023
Statement of Operations Data (Unaudited)
Net loss attributable to common stockholders	$	(5,290,583	)	$	(4,709,152	)	$	(9,999,735	)
Net Loss Per Common Share – basic and diluted (i)	$	(1.10	)	$	(0.98	)	$	(2.08	)
Total comprehensive loss, net of tax	$	(9,926,511	)	$	4,709,152		$	(5,217,359	)

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	Six Months Ended June 30, 2023
Statement of Operations Data (Unaudited)
Net loss attributable to common stockholders	$	(9,890,082	)	$	(5,032,050	)	$	(14,922,132	)
Net Loss Per Common Share - basic and diluted (i)	$	(2.13	)	$	(1.08	)	$	(3.21	)
Total comprehensive loss, net of tax	$	(14,754,304	)	$	5,032,050		$	(9,722,254	)

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	Three Months Ended September 30, 2023
Statement of Operations Data (Unaudited)
Net loss attributable to common stockholders	$	(8,020,128	)	$	(49,122	)	$	(8,069,250	)
Net loss per common share – basic and diluted (i)	$	(1.44	)	$	(0.01	)	$	(1.45	)
Total comprehensive loss, net of tax	$	(8,077,019	)	$	49,122		$	(8,027,897	)

Statement of Operations Data	As Previously Reported			Adjustment			As Restated
	Nine Months Ended September 30, 2023
Statement of Operations Data (Unaudited)
Net loss attributable to common stockholders	$	(17,910,210	)	$	(5,081,171	)	$	(22,991,381	)
Net loss per common share – basic and diluted (i)	$	(3.62	)	$	(1.03	)	$	(4.65	)
Total comprehensive loss, net of tax	$	(22,831,322	)	$	5,081,171		$	(17,750,151	)

(i)	Adjusted for the effect of a reverse stock split that was effective February 9, 2024.

AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022