Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal


           Year

On January 24, 2023, the board of directors (the "Board") of AgEagle Aerial Systems Inc. (the "Company") approved and adopted the Second Amended and Restated Bylaws (the "Amended Bylaws") which became effectively immediately. The Amended Bylaws, among other things, lowered the quorum requirement for all meetings of shareholders from the holders of a majority, to the holders of 33-1/3%, of the issued and outstanding shares of the Company's common stock entitled to vote at all such meetings.

A copy of the Company's Amended Bylaws is filed herewith as Exhibit 3.1 and is incorporated herein by reference. The foregoing summary of the Amended Bylaws is subject to, and qualified in its entirety by, the full text of the Amended Bylaws.




  Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.    Description
3.1              Second Amended and Restated Bylaws of the Company

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