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

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Shareholders to be held on June 16, 2021

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON.

To the Stockholders of AgEagle Aerial Systems Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of AgEagle Aerial Systems Inc. will be held on June 16, 2021 at 11:00 a.m. local time at 700 NW 1st Avenue, Ste. 1200, Miami, Florida 33136-4118 for the following purposes.

Proposal 1 – Election of Directors

Nominees:

1a. Barrett Mooney 1b. Grant Begley 1c. Luisa Ingargiola 1d. Thomas Gardner 1e. Brandon Torres Declet

Proposal 2 – To approve, on an advisory basis, the compensation of our named executive o_cers (“say-on-pay”);

Proposal 3 – To amend the Company’s 2017 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan to 10,000,000 shares.

Proposal 4 – To ratify the appointment of WithumSmith+Brown, PC, as the Company’s independent accountants, for the fiscal year ending December 31, 2020; and

To transact other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends a vote “FOR” the nominee listed under Item 1 and “FOR” Items 2, 3, and 4.

The Securities and Exchange Commission rules permit us to make our proxy materials available to our shareholders via the Internet.

Material for this Annual Meeting and future meetings may be requested by one of the following methods:

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your control number to vote by Internet or request a paper copy of the proxy materials.

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card.

☐	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

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