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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 30, 2020

 

AEROVIRONMENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33261   95-2705790
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
incorporation or organization)        

 

900 Innovators Way    
Simi Valley, California   93065
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (805) 581-2187

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.0001 par value AVAV The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On April 30, 2020, AeroVironment, Inc. (the “Company”) entered into an amendment to the Design and Development Agreement (the “Amendment”) with HAPSMobile, Inc. Under the Amendment, the maximum net value of the Design and Development Agreement increased by $17,531,644 due to a mutually agreed upon decision for a flight test site relocation, for a total maximum net value of $157,791,267. Payments regarding the relocation effort will be paid upon the completion of certain milestones and a mutually agreed upon payment schedule. The total maximum net value excludes approximately $6.0 million of consideration paid to the Company by SoftBank Corp. under preliminary design agreements related to the program.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendments. The Company intends to seek confidential treatment for certain portions of all amendments entered into under the Design and Development Agreement. The Company will file the amendments as exhibits to its Annual Report on Form 10-K for the year ended April 30, 2020.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  AEROVIRONMENT, INC.
     
     
Date: May 5, 2020 By: /s/ Wahid Nawabi
    Wahid Nawabi
    President and Chief Executive Officer

 

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