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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Unusual Machines, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
656,642 Shares of Common Stock Unusual Machines, Inc. Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-286413 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 21, 2025) 656,642 Shares of Common Stock Unusual Machines, Inc. On June 12, 2025, Unusual Machines, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) to acquire 100% of the capital stock of Rotor Lab Pty Ltd, an Australian company (“Rotor |
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| August 29, 2025 |
Unusual Machines, Inc. Common Stock ($0.01 par value per share) Capital on Demand™ Sales Agreement Exhibit 1.1 Unusual Machines, Inc. Common Stock ($0.01 par value per share) Capital on Demand™ Sales Agreement August 28, 2025 JonesTrading Institutional Services LLC 325 Hudson Street., 6th Floor New York, NY 10013 Ladies and Gentlemen: Unusual Machines, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”) |
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| August 29, 2025 |
Up to $300,000,000 of Shares of Common Stock Unusual Machines, Inc. Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-286413 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 21, 2025) Up to $300,000,000 of Shares of Common Stock Unusual Machines, Inc. We have entered into a Capital on DemandTM Sales Agreement at-the-market offering agreement (the “Offering Agreement”) with JonesTrading Institutional Services LLC (the “Agent” or “Jones”), |
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| August 29, 2025 |
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) August 29, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inco |
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| August 27, 2025 |
Unusual Machines Issues Letter to Shareholders Exhibit 99.1 Unusual Machines Issues Letter to Shareholders ORLANDO, FLORIDA / ACCESS Newswire / August 27, 2025 / Unusual Machines, Inc. (NYSE American: UMAC), a provider of NDAA-compliant drone components, today announced that CEO Allan Evans has issued a letter to shareholders providing an update on the company’s investment strategy and recent developments. Dear Shareholders, I hope this letter |
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| August 27, 2025 |
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) August 27, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 19, 2025 |
Exhibit 99.1 Parts and Platforms: Building the American Drone Industry NYSE American: UMAC Investor Presentation August 2025 FORWARD - LOOKING STATEMENTS 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” |
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| August 19, 2025 |
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) August 19, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 19, 2025 |
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) August 19, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 19, 2025 |
Exhibit 99.1 Unusual Machines Secures $1.6 Million Order for Aura Cameras and HDO+ Goggles to Support U.S. Defense Supply Chain ORLANDO, FLORIDA / ACCESS Newswire / August 19, 2025 / Unusual Machines, Inc. (NYSE American: UMAC), a provider of NDAA-compliant drone components, today announced a $1.6 million purchase of Fat Shark Aura cameras and HDO+ goggles placed by a domestic defense drone manufa |
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| August 14, 2025 |
CEO Allan Evans Shares Q2 2025 Highlights and Provides Strategic Insight into the Company’s Plans Exhibit 99.1 Unusual Machines Issues Letter to Shareholders CEO Allan Evans Shares Q2 2025 Highlights and Provides Strategic Insight into the Company’s Plans ORLANDO, Florida – August 14, 2025 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a manufacturer of NDAA compliant drones and drone components, today announced it filed its Form 10-Q with th |
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| August 14, 2025 |
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) August 14, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-41961 Unusual |
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| July 15, 2025 |
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT July 14, 2025 PERSONAL AND CONFIDENTIAL Unusual Machines, Inc. 4677 L B McLeod Rd, Suite J, Orlando, FL 32811 Attention: Allen Evans Chief Executive Officer Dear Mr. Evans: Introduction. Subject to the terms and conditions herein (this “Agreement”), Unusual Machines, Inc., a Nevada corporation (the “Company”), hereby agrees to sell the securities of the Comp |
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| July 15, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2025, between Unusual Machines, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio |
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| July 15, 2025 |
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) July 14, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| July 15, 2025 |
Unusual Machines, Inc. Announces Closing of $48.5 Million Registered Direct Offering of Common Stock Exhibit 99.1 Unusual Machines, Inc. Announces Closing of $48.5 Million Registered Direct Offering of Common Stock Orlando, Florida, July 15, 2025 (NYSE American: UMAC) - Unusual Machines, Inc. (the “Company” or “Unusual Machines”), a United States based manufacturer and distributor of drone parts, today announced the closing of its previously announced registered direct offering of 5,000,000 share |
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| July 15, 2025 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-286413 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 21, 2025) 5,000,000 Shares of Common Stock at $9.70 per share Placement Agent Warrants to purchase up to 350,000 shares of our Common Stock Up to 350,000 Shares of Common Stock issuable upon the full exercise of the Placement Agent Warrants Unusual Machines, Inc. We a |
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| July 15, 2025 |
Placement Agent Warrant, issued to Dominari Securities LLC Exhibit 10.3 PLACEMENT AGENT WARRANTS UNUSUAL MACHINES, INC. Warrant Shares: 350,000 (subject to adjustment) Initial Issuance Date: July 15, 2025 THIS PLACEMENT AGENT WARRANTS TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Dominari Securities LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions h |
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| July 14, 2025 |
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) July 14, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| July 14, 2025 |
Unusual Machines Announces Pricing of $48.5 Million Registered Direct Offering of Common Stock Exhibit 99.1 Unusual Machines Announces Pricing of $48.5 Million Registered Direct Offering of Common Stock ORLANDO, FLORIDA / ACCESS Newswire / July 14, 2025 / Unusual Machines, Inc. (NYSE American: UMAC) (the “Company” or “Unusual Machines”), a leader in drone technology and component manufacturing, today announced it has entered into a securities purchase agreement with certain investors for th |
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| July 7, 2025 |
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) June 30, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incor |
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| June 30, 2025 |
Unusual Machines Inc. Joins Russell Microcap® Index Amid Strategic U.S. Expansion Exhibit 99.2 Unusual Machines Inc. Joins Russell Microcap® Index Amid Strategic U.S. Expansion New index inclusion aligns with company’s domestic growth strategy, including new facility and increased hiring ORLANDO, FLORIDA / ACCESS Newswire / June 30, 2025 / Unusual Machines, Inc. (NYSE American: UMAC), a leader in drone technology and component manufacturing, announced its inclusion in the Russe |
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| June 30, 2025 |
Exhibit 99.1 Investor Presentation July 2025 Parts and Platforms: Building the American Drone Industry NYSE American: UMAC FORWARD - LOOKING STATEMENTS 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” |
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| June 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) June 30, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incor |
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| June 13, 2025 |
Exhibit 99.2 Unusual Machines Enters into a Definitive Agreement to Acquire Rotor Lab to Accelerate Drone Motor Production ORLANDO, FL / ACCESS Newswire / June 13, 2025 / Unusual Machines, Inc. (NYSE American: UMAC), a leader in drone technology and component manufacturing, today announced it has signed a definitive agreement, effective June 12, 2025, to acquire Rotor Lab Pty Ltd, an Australian de |
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| June 13, 2025 |
Unusual Machines Announces Termination of Definitive Agreement to Acquire Aloft Exhibit 99.1 Unusual Machines Announces Termination of Definitive Agreement to Acquire Aloft ORLANDO, FL / ACCESS Newswire / June 13, 2025 / Unusual Machines, Inc. (NYSE American: UMAC), a leader in drone technology and component manufacturing, today announced that it has notified Aloft that the previously announced acquisition has been terminated, effective June 9, 2025, in accordance with the te |
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| June 13, 2025 |
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) June 9, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| June 13, 2025 |
Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025 Exhibit 10.1 Share purchase agreement Each person listed in column 1 of the table in Schedule 1 Unusual Machines, Inc. Jason Philip Vella Contents 1 Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 15 1.3 Joint and several 16 1.4 Headings 16 1.5 Awareness 17 2 Conditions 17 2.1 Conditions 17 2.2 Reasonable assistance 18 2.3 Obligation to keep reasonably informed 18 2.4 Waiver |
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| June 10, 2025 |
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) June 4, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| June 10, 2025 |
Exhibit 10.1 LEASE This Lease (this “Lease”) is made and entered into as of June 4, 2025 (the “Effective Date”), by and between ICON FL ORLANDO INDUSTRIAL OWNER POOL 5 GA/FL, LLC, a Delaware limited liability company (“Landlord”), and UNUSUAL MACHINES, INC., a Nevada corporation (“Tenant”). 1. BASIC TERMS AND DEFINITIONS. (a) Definitions: The capitalized terms below have the corresponding definiti |
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| June 10, 2025 |
Exhibit 99.1 Parts and Platforms: Building the American Drone Industry NYSE American: UMAC Investor Presentation June 2025 1 FORWARD - LOOKING STATEMENTS 2 This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target, |
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| June 5, 2025 |
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) June 5, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| June 5, 2025 |
Unusual Machines Signs Lease for 17,000 sq ft Orlando Drone Motor Factory Exhibit 99.1 Unusual Machines Signs Lease for 17,000 sq ft Orlando Drone Motor Factory New facility for dedicated large volume U.S. motor production Orlando, FL – June 4, 2025 – Unusual Machines, Inc. (NYSE American: UMAC), a U.S.-based manufacturer of drones and NDAA-compliant components, today announced it has signed a lease for a 17,000-square-foot drone motor production facility in Orlando, Fl |
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| May 29, 2025 |
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) May 29, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| May 29, 2025 |
Exhibit 99.1 Unusual Machines to Participate in the “2025 Virtual Tech Conference: Discover the Innovations Reshaping Tomorrow” Virtual Conference Presented by Maxim Group LLC on Tuesday, June 3rd at 10:00 a.m. EDT ORLANDO, FLORIDA May 29, 2025 Unusual Machines, Inc. (NYSE American: UMAC) ("Unusual Machines" or the "Company"), a leading U.S. manufacturer of drone components, today announced that C |
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| May 22, 2025 |
Calculation of Filing Fees Table Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Unusual Machines, Inc. |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— Form S-8 ——————— REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 66-0927642 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4677 L B McLeod Rd Suite J Orlando, FL 32811 (720) |
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| May 21, 2025 |
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) May 19, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| May 21, 2025 |
Form of Restricted Stock Agreement Exhibit 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of May 19, 2025, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”). 1. The Plan. This Award is made pursuant to the P |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| May 8, 2025 |
Financial Statements and Exhibits, Other Events 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) May 8, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| May 8, 2025 |
Exhibit 10.9 Amendment AND WAIVER to MERGER Agreement This Amendment AND WAIVER (the “Amendment”) to the Agreement and Plan of Merger and Reorganization, dated as of February 1, 2025 (the “Agreement”), by and between UNUSUAL MACHINES, Inc., a Nevada corporation (the “Company”), ALOFT TECHNOLOGIES, INC., a Delaware corporation (“Aloft”), UMAC MERGER SUB, INC., a Delaware corporation and a wholly ow |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-41961 Unusua |
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| May 8, 2025 |
Exhibit 99.1 Unusual Machines Issues Letter to Shareholders CEO Allan Evans shares Q1 2025 highlights and provides insight into the Company’s future plans ORLANDO, Florida – May 8, 2025 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it filed its Form 10-Q with the U.S. Securities and Exch |
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| May 7, 2025 |
Exhibit 10.1 PLACEMENT AGENCY AGREEMENT May 5, 2025 PERSONAL AND CONFIDENTIAL Unusual Machines, Inc. 4677 L B McLeod Rd, Suite J, Orlando, FL 32811 Attention: Allen Evans Chief Executive Officer Dear Mr. Evans: Introduction. Subject to the terms and conditions herein (this “Agreement”), Unusual Machines, Inc., a Nevada corporation (the “Company”), hereby agrees to sell the securities of the Compan |
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| May 7, 2025 |
Exhibit 99.2 Unusual Machines, Inc. Announces Closing in which it sold $40 Million in a Public Offering of Common Stock Orlando, Florida, May. 7, 2025 (NYSE American: UMAC) (GLOBE NEWSWIRE) - Unusual Machines, Inc. (the “Company”), a United States based manufacturer and distributor of drone parts has successfully closed a confidentially marketed public offering for the sale of 8,000,000 shares of |
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| May 7, 2025 |
Placement Agent Warrant, issued to Dominari Securities LLC Exhibit 4.1 PLACEMENT AGENT WARRANTS UNUSUAL MACHINES, INC. Warrant Shares: 640,000 (subject to adjustment) Initial Issuance Date: May 7, 2025 THIS PLACEMENT AGENT WARRANTS TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Dominari Securities LLC, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions here |
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| May 7, 2025 |
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) May 5, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| May 7, 2025 |
Exhibit 99.1 Unusual Machines, Inc. Announces Pricing of $40.0 Million Confidentially Marketed Public Offering of Common Stock Orlando, Florida, May. 5, 2025 (GLOBE NEWSWIRE) - Unusual Machines, Inc. (“Unusual Machines” or the “Company”) (NYSE American: UMAC), a United States based manufacturer and distributor of drone parts announced today the pricing of its confidentially market public offering |
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| May 6, 2025 |
Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-286413 PROSPECTUS SUPPLEMENT (To the Prospectus dated April 21, 2025) 8,000,000 Shares of Common Stock Placement Agent Warrants to purchase 640,000 shares of our Common Stock 640,000 Shares of Common Stock issuable upon the full exercise of the Placement Agent Warrants Unusual Machines, Inc. We are offering 8,000,000 shares of |
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| May 5, 2025 |
Subject to Completion, Dated May 5, 2025 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-286413 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, |
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| April 17, 2025 |
April 17, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Unusual Machines, Inc. Registration Statement on Form S-3 Registration No. 333-286413 Ladies and Gentleman, Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), Unusual Machines, Inc. (the “Registrant”) hereby requests that the effec |
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| April 16, 2025 |
April 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Unusual Machines, Inc. Registration Statement on Form S-3 Registration No. 333-286413 Ladies and Gentleman, Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), Unusual Machines, Inc. (the “Registrant”) hereby requests that the effec |
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| April 7, 2025 |
As filed with the Securities and Exchange Commission on April 7, 2025 Table of Contents As filed with the Securities and Exchange Commission on April 7, 2025 Registration No. |
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| April 7, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Unusual Machines, Inc. |
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| March 27, 2025 |
Exhibit 99.1 Unusual Machines Issues Letter to Shareholders CEO Allan Evans shares Q4 2024 highlights and provides insight into the Company’s future plans ORLANDO, Florida – March 27, 2025 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it filed its Form 10-K with the U.S. Securities and E |
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| March 27, 2025 |
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) March 27, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incor |
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| March 27, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 001-41961 Unusual Machines, |
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| March 17, 2025 |
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) March 17, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incor |
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| March 17, 2025 |
Exhibit 99.1 Building the Foundations for the American Drone Industry NYSE American: UMAC Investor Presentation March 2025 FORWARD - LOOKING STATEMENTS 2 This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended, including but not limited to statements rel |
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| February 27, 2025 |
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) February 25, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of i |
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| February 5, 2025 |
Amendment No. 1 to Amended and Restated Bylaws Exhibit 3.1 Unusual Machines, Inc. First Amendment to the Amended and Restated Bylaws Article III, Section 3.05 Stockholder Quorum and Voting Requirements is hereby amended by adding the sentence below at the end: The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, to a date within 60 days from the |
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| February 5, 2025 |
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) February 3, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| February 4, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) February 1, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| February 4, 2025 |
Agreement and Plan of Merger and Reorganization dated February 1, 2025 Exhibit 10.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization (this “Agreement”), dated as of February 1, 2025 (the “Effective Date”), is entered into among Unusual Machines, Inc., a Nevada corporation (the “Company”), Aloft Technologies, Inc., a Delaware corporation (“Aloft”), UMAC Merger Sub, Inc., a Delaware corporation and a wholly owned subs |
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| February 3, 2025 |
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) February 3, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| February 3, 2025 |
Exhibit 99.1 Unusual Machines Enters into a Definive Agreement to Acquire Drone Software Company Aloft Technologies to Grow the American Drone Ecosystem February 3, 2025 – Orlando, FL –Unusual Machines (NYSE: UMAC) has announced the signing of a binding agreement to acquire of Aloft Technologies, Inc. (https://www.aloft.ai/), the leading FAA-approved provider of unmanned aerial system (UAS) servic |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Prox |
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| January 16, 2025 |
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) January 14, 2025 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| January 16, 2025 |
Form of Restricted Stock Agreement Exhibit 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of January 14, 2025, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”). 1.The Plan. This Award is made pursuant to th |
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| January 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox |
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| December 23, 2024 |
Exhibit 99.1 Letter to Shareholders Dear Shareholders, I hope this letter finds you well this holiday season. While this communication is unusual for this time of year, I feel it’s important to address a matter that has been brought to my attention. Short sellers are likely planning to create a negative news cycle targeting Unusual Machines, taking advantage of the holidays to manipulate our share |
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| December 23, 2024 |
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) December 23, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of i |
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| December 17, 2024 |
UNUSUAL MACHINES, INC. 3,577,568 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-283494 UNUSUAL MACHINES, INC. PROSPECTUS 3,577,568 Shares of Common Stock On October 30, 2024, Unusual Machines, Inc. (the “Company” or “Unusual Machines”) closed a financing in which it received gross proceeds of $1,955,000 before deducting fees to the placement agent and other offering expenses payable by the Company (the “P |
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| December 13, 2024 |
December 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Unusual Machines, Inc. Registration Statement on Form S-1 Registration No. 333-283494 Ladies and Gentleman, Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), Unusual Machines, Inc. (the “Registrant”) hereby requests that the ef |
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| December 6, 2024 |
Unregistered Sales of Equity Securities, Other Events 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) December 2, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| December 5, 2024 |
As filed with the Securities and Exchange Commission on December 5, 2024 Table of Contents As filed with the Securities and Exchange Commission on December 5, 2024 Registration No. |
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| December 2, 2024 |
Introduction – Christine Petraglia Exhibit 99.1 Introduction – Christine Petraglia Good afternoon everyone and thank you for joining Unusual Machines 3rd quarter 2024 earnings call. With us today are Unusual Machines CEO Allan Evans and CFO Brian Hoff. Following today’s remarks, we will conduct a Q&A session. Now, let me hand the call over to CEO Allan Evans, please go-ahead Allan: **************************** Allan *************** |
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| December 2, 2024 |
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) November 27, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of i |
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| November 27, 2024 |
Exhibit 10.28 Form of Advisory Agreement THIS ADVISORY AGREEMENT (this “Agreement”) is entered into by and between Unusual Machines, Inc. a Nevada Corporation, with its principal place of business at 4677 L B McLeod Road, Suite J, Orlando, FL 32811, ("UMAC" or the “Company”) and , (“Contractor”). 1.Engagement: UMAC hereby engages Contractor and Contractor promises and agrees to hold himself availa |
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| November 27, 2024 |
As filed with the Securities and Exchange Commission on November 27, 2024 Table of Contents As filed with the Securities and Exchange Commission on November 27, 2024 Registration No. |
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| November 27, 2024 |
Donald Trump Jr. Joins Unusual Machines as an Advisor Exhibit 99.1 Donald Trump Jr. Joins Unusual Machines as an Advisor ORLANDO, Fla., November 27, 2024 - Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a U.S. based drone and drone components manufacturer, today announced that Donald Trump Jr., a globally recognized business leader, best-selling author and investor in the Company, has joined the Company’s advisory |
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| November 27, 2024 |
Exhibit 107 Calculation of Filing Fee Form S-1 (Form Type) Unusual Machines, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2)(3) Fee Rate Amount of Registration Fee |
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| November 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) November 27, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of i |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox |
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| November 14, 2024 |
Exhibit 99.1 Joint Filing Agreement. EX-99.1 2 ele241198ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Un |
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| November 14, 2024 |
Exhibit 99.1 Unusual Machines Issues Letter to Shareholders CEO Allan Evans shares Q3 2024 highlights and provides insight into the Company’s future plans ORLANDO, Florida – November 14, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it filed its Form 10-Q with the U.S. Securities an |
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| November 14, 2024 |
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) November 14, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of i |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 333-270519 U |
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| November 14, 2024 |
UMAC / Unusual Machines, Inc. / Eleven Fund LLC - SC 13G/A Passive Investment SC 13G/A 1 ele241198sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Unusual Machines, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U9154A 208 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Ch |
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| November 8, 2024 |
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) November 8, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| November 8, 2024 |
Exhibit 99.1 Unusual Machines to Host Q3 Earnings Call and Provide Corporate Update on Thursday, November 14, 2024 ORLANDO, FL / ACCESSWIRE / November 8, 2024 / Unusual Machines, Inc. (NYSE American:UMAC) (the "Company"), a leader in the American drone industry, will host a webcast on Thursday, November 14, at 4:30 p.m. ET to discuss the Company's operational and financial highlights for the third |
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| November 7, 2024 |
Form of Restricted Stock Agreement Exhibit 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of November 5, 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”). 1.The Plan. This Award is made pursuant to th |
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| November 7, 2024 |
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) November 5, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| October 30, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| October 30, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2024, between Unusual Machines, Inc, a Nevada corporation (the “Company”), and each of the several s signatories hereto (each such signatory, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Securities Purchase Agreement, da |
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| October 30, 2024 |
Unusual Machines Announces Closing of $1.95 Million Private Placement Exhibit 99.1 Unusual Machines Announces Closing of $1.95 Million Private Placement ORLANDO, Fla., October 30, 2024 - Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced the closing of a private placement with certain institutional investors. The aggregate gross cash proceeds were approximately $1,955,000, be |
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| October 30, 2024 |
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) October 29, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| October 30, 2024 |
Form of Common Stock Purchase Warrant Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 30, 2024 |
Form of Placement Agent Warrant Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 30, 2024 |
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October 29, 2024 PERSONAL AND CONFIDENTIAL Unusual Machines, Inc. 4677 L B McLeod Rd, Suite J, Orlando, FL 32811 Attention: Allen Evans Chief Executive Officer Dear Mr. Evans: Introduction. Subject to the terms and conditions herein (this “Agreement”), Unusual Machines, Inc., a Nevada corporation (the “Company”), hereby agrees to sell the securities of the C |
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| October 30, 2024 |
Exhibit 10.6 Lock-Up Agreement October , 2024 Unusual Machines, Inc. 4677 L B McLeod Rd Suite J, Orlando, FL 32811 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 Ladies and Gentlemen: The undersigned understands that Dominari Securities LLC (the “Placement Agent”), proposes to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) with Unusual Machines, |
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| October 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) October 29, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| October 29, 2024 |
Unusual Machines Announces Pricing of $1.96 Million Private Placement Exhibit 99.1 Unusual Machines Announces Pricing of $1.96 Million Private Placement ORLANDO, Fla., October 29, 2024 - Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced the pricing of a private placement with certain institutional investors. The aggregate gross cash proceeds were approximately $1.96 million, |
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| October 25, 2024 |
UNUSUAL MACHINES, INC. 7,080,038 Shares of Common stock Filed Pursuant to Rule 424(b)(3) Registration No: 333-282035 UNUSUAL MACHINES, INC. |
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| October 25, 2024 |
Here To Serve The American Drone Industry NYSE American: UMAC Investor Presentation October 2024 Exhibit 99.1 Here To Serve The American Drone Industry NYSE American: UMAC Investor Presentation October 2024 FORWARD - LOOKING STATEMENTS 2 This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended, including but not limited to statements relating to our |
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| October 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) October 25, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| October 24, 2024 |
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) October 22, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| October 24, 2024 |
Form of Restricted Stock Agreement Exhibit 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of October 22, 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”). 1.The Plan. This Award is made pursuant to th |
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| October 23, 2024 |
October 23, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Unusual Machines, Inc. Registration Statement on Form S-1 Registration No. 333-282035 Ladies and Gentleman, Pursuant to Rule 461 under the Securities Act of 1933 (the “Securities Act”), Unusual Machines, Inc. (the “Registrant”) hereby requests that the eff |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Prox |
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| October 11, 2024 |
October 11, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 Attention: Eranga Dias Evan Ewing Re: Unusual Machines, Inc. |
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| October 11, 2024 |
As filed with the Securities and Exchange Commission on October 11, 2024 Table of Contents As filed with the Securities and Exchange Commission on October 11, 2024 Registration No. |
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| October 8, 2024 |
Letter Agreement - Titan Multi-Strategy Fund I, Ltd. Exhibit 10.1 Unusual Machines, Inc. 4677 L B McLeod Rd, Suite J Orlando, Florida 32811 October 3, 2024 Eleven Ventures LLC 463 Adams Street Denver, CO 80206 Attn: Hartley Wasko Re: Unusual Machines, Inc. Dear Mr.Wasko: This letter agreement documents our understanding regarding the Transactions (as defined herein) between Ventures LLC (“Eleven”) and Unusual Machines, Inc. (the “Company”) and Titan |
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| October 8, 2024 |
Amendment No.1 to 2022 Equity Incentive Plan, as amended Exhibit 10.3 Unusual Machines, Inc Amendment No. 1 to 2022 Equity Incentive Plan (Effective October 3, 2024) All references made to incentive stock options (“ISOs”) are hereby deleted in their entirety and ISOs may not be granted under the Plan. Section 24(a) is amended to read in its entirety as follows: 24. (a) Forfeiture of Stock Rights Granted to Employees or Consultants. Notwithstanding any o |
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| October 8, 2024 |
Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF UNUSUAL MACHINES, INC. I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION 1.01. Certain References. Any reference herein made to law shall be deemed to refer to the law of the State of Nevada, including any applicable provision of Chapter 78 of Title 7 of the Nevada Revised Statutes, or any successor statutes, as from time to time amended and in effect (some |
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| October 8, 2024 |
Letter Agreement - Eleven Ventures LLC Exhibit 10.2 Unusual Machines, Inc. 4677 L B McLeod Rd, Suite J Orlando, Florida 32811 October 3, 2024 Titan Multi-Strategy Fund I, Ltd. 5825 Windsor Court Boca Raton, FL 33496 Attn: Jonathan Honig Re: Unusual Machines, Inc. Dear Mr. Honig: This letter agreement documents our understanding regarding the Transactions (as defined herein) between Ventures LLC (“Eleven”) and Unusual Machines, Inc. (th |
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| October 8, 2024 |
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) October 3, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ☒ Filed by Party other than Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Prox |
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| September 11, 2024 |
Registration No. 333-270519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNUSUAL MACHINES, INC. (Exact name of registrant as specified in its charter) Nevada 3663 66-0927642 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organizatio |
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| September 11, 2024 |
Entry into a Material Definitive Agreement 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) September 6, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41961 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| September 11, 2024 |
Exchange Agreement – Titan Multi-Strategy Fund I, Ltd. Exhibit 10.24 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of August 21, 2024, is made by and between Unusual Machines, Inc., a Nevada corporation (the “Company”), and the holder of the Company’s 8% Promissory Note in the principal amount of $1,818,181.82 dated July 17, 2024 (the “Original Note”) signatory hereto (the “Holder”). WHEREAS, the Holder holds such Original Not |
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| September 11, 2024 |
Common Stock Purchase Warrant – Titan Multi-Strategy Fund I, Ltd. Exhibit 10.22 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STAT |
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| September 11, 2024 |
Exhibit 107 Calculation of Filing Fee Form S-1 (Form Type) Unusual Machines, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2)(3) Fee Rate Amount of Registration Fee |
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| September 11, 2024 |
Exchange Agreement – Eleven Ventures LLC Exhibit 10.25 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of August 21, 2024, is made by and between Unusual Machines, Inc., a Nevada corporation (the “Company”), and the holder of the Company’s 8% Promissory Note in the principal amount of $2,181,818.18 dated July 17, 2024 (the “Original Note”) signatory hereto (the “Holder”). WHEREAS, the Holder holds such Original Not |
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| September 11, 2024 |
4% Convertible Promissory Note – Titan Multi-Strategy Fund I, Ltd. Exhibit 10.20 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT |
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| September 11, 2024 |
As filed with the Securities and Exchange Commission on September 11, 2024 Table of Contents As filed with the Securities and Exchange Commission on September 11, 2024 Registration No. |
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| September 11, 2024 |
Registration Rights Agreement – Eleven Ventures LLC Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). The Company and each Purchaser hereby agrees as follows: 1 |
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| September 11, 2024 |
Common Stock Purchase Warrant – Eleven Ventures LLC Exhibit 10.23 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STAT |
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| September 11, 2024 |
4% Convertible Promissory Note – Eleven Ventures LLC Exhibit 10.21 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT |
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| September 11, 2024 |
Registration Rights Agreement – Titan Multi-Strategy Fund I, Ltd. Exhibit 10.26 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). The Company and each Purchaser hereby agrees as follows: 1 |
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| August 23, 2024 |
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) August 23, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 23, 2024 |
Exhibit 99.1 Unusual Machines Announces 6,700 Rotor Riot Brave F7 Flight Controllers Ordered In One Week Following Blue UAS Framework Approval ORLANDO, FL / ACCESSWIRE / August 23, 2024 / Unusual Machines, Inc. (NYSE American: UMAC) ("Unusual Machines" or the "Company"), a supplier to the American drone industry, reports over 6,700 Rotor Riot Brave F7 Flight Controllers have been ordered since bei |
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| August 23, 2024 |
Here To Serve The American Drone Industry NYSE American: UMAC Investor Presentation August 2024 Exhibit 99.2 Here To Serve The American Drone Industry NYSE American: UMAC Investor Presentation August 2024 FORWARD - LOOKING STATEMENTS 2 This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended, including but not limited to statements relating to our p |
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| August 22, 2024 |
Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock Exhibit 3.1 Filed in the Office of Secretary of State State Of Nevada Business Number E39113322024 - 5 Filing Number 20244269023 Filed On 8/21/2024 11:19:00 AM Number of Pages 16 1 Docusign Envelope ID: 4A0942C6 - BA56 - 4300 - 82C5 - 07EA6E5CC012 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES C CONVERTIBLE PREFERRED STOCK OF UNUSUAL MACHINES INC. I, Brian Hoff, hereby certify t |
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| August 22, 2024 |
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) August 21, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 22, 2024 |
Exhibit 99.1 Unusual Machines Agrees to Exchange $1M of its Existing Debt for Series C Preferred Shares Convertible at Market Value ORLANDO, FL / ACCESSWIRE / August 22, 2024 / Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), an American drone and drone components manufacturer, on August 21, 2024 entered into two exchange agreements (each, an “Exchange Agreement” |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of in |
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| August 15, 2024 |
Letter from Salberg & Company, P.A. Exhibit 7.1 August 15, 2024 Securities and Exchange Commission 100 F Street N.E. Washington D.C. 20549 We have read the statements of Unusual Machines, Inc. relating to the events described under Item 4.02 of Form 8-K/A dated August 6, 2024 and we agree with such statements. Very truly yours, /s/ SALBERG & COMPANY, P.A. SALBERG & COMPANY, P.A. |
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| August 14, 2024 |
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) August 14, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 333-270519 Unusua |
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| August 14, 2024 |
Exhibit 99.1 Unusual Machines Issues Letter to Shareholders CEO Allan Evans shares Q2 2024 achievements and provides insight into the Company’s strategic expansion ORLANDO, Florida – August 14, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it filed its 10-Q with the U.S. Securities |
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| August 9, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-2705 |
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| August 9, 2024 |
Exhibit 21.1 List of Subsidiaries Rotor Riot, LLC Fat Shark Holdings, Ltd |
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| August 7, 2024 |
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) August 6, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inco |
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| August 1, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Unusual Machines, Inc., a Nevada corporation. This Join |
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| August 1, 2024 |
UMAC / Unusual Machines, Inc. / Eleven Fund LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Unusual Machines, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U9154A 208 (CUSIP Number) August 1, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| July 31, 2024 |
Form of Restricted Stock Agreement Exhibit 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of July , 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to (the “Recipient”) under the 2022 Equity Incentive Plan, as amended (the “Plan”). 1.The Plan. This Award is made pursuan |
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| July 31, 2024 |
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) July 29, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incor |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Unusual Machines, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U9154A 208 (CUSIP Number) Red Cat Holdings, Inc. 15 Ave. Muñoz Rivera, Ste. 2200 San Juan, PR 00901-2510 (833) 373-3228 (Name, Address and Telep |
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| July 22, 2024 |
Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of July , 2024, is made by and between Unusual Machines, Inc., a Nevada corporation (“Company”), and the holder of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) signatory hereto (“Holder”). WHEREAS, the Holder holds such number of shares of the Company’s Common Stock (the “Exchange Secu |
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| July 22, 2024 |
Unusual Machines finalizes working capital, extends loan, and reduces outstanding common shares Exhibit 99.1 Unusual Machines finalizes working capital, extends loan, and reduces outstanding common shares Unusual Machines, Inc. (NYSE: UMAC), a leader in the American drone industry, announces finalization of several transactions with Red Cat Holdings (“Red Cat”) including one relating to the closing conditions related to the acquisitions of Rotor Riot and Fat Shark. The Share Purchase Agreeme |
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| July 22, 2024 |
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) July 17, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incor |
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| July 22, 2024 |
Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock Exhibit 3.1 Business Number E39113322024 - 5 Filed in the Office of Secretary of State State Of Nevada Filing Number 20244188165 Filed On 7/16/2024 2:06:00 PM Number of Pages 14 Docusign Envelope ID: 178C6O5B - D3AE - 457A - A20E - 460EE39C5AEC CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF UNUSUAL MACHINES INC. I , Allan Evans, hereby certify th |
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| July 22, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT O |
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| July 22, 2024 |
Form of Closing Date working Capital Agreement and Consent Exhibit 10.2 CLOSING DATE WORKING CAPITAL AGREEMENT AND CONSENT (UNUSUAL MACHINES ) The undersigned, being all of the parties to that certain Share Purchase Agreement, dated as of November 21, 2022, as amended by amendment No. 1 dated as of March 31, 2023, Amendment No. 2 dated as of July 10, 2023, Amendment No. 3 dated as of September 18, 2023 and Amendment No. 4 dated as of December 11, 2023 (th |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 333-270519 Unusu |
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| May 15, 2024 |
Unusual Machines to Host Q1 Earnings Call on May 15 Exhibit 99.1 Unusual Machines to Host Q1 Earnings Call on May 15 ORLANDO, Florida – May 15, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, will host a webcast on Wednesday, May 15, at 4:30 p.m. ET to discuss the Company's operational and financial highlights for the first quarter ended March 31, 202 |
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| May 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) May 15, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| May 15, 2024 |
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) May 15, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| May 15, 2024 |
Exhibit 99.1 Unusual Machines Issues Letter to Shareholders CEO Allan Evans shares post-IPO achievements and provides insight into the Company’s strategic expansion into defense sector ORLANDO, Florida – May 15, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it filed its 10-Q with th |
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| May 7, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) May 7, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| May 7, 2024 |
Unusual Machines Formalizes CEO’s Contract for Two Years Along with Other Corporate Updates Exhibit 99.1 Unusual Machines Formalizes CEO’s Contract for Two Years Along with Other Corporate Updates ORLANDO, FL – May 7, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it had formalized its contract for Allan Evans to continue to serve as CEO following Unusual Machine’s Board of |
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| May 6, 2024 |
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, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Nevada 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of inco |
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| May 6, 2024 |
Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”), is made as of May 1, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”) and 8 Consulting LLC, a Puerto Rico limited liability company (the “Consultant”) for the services of Dr. Allan Evans, in his individual capacity (“Evans”). WHEREAS, Evans has experience in the drone industr |
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| May 6, 2024 |
Unusual Machines, Inc. 940,719 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278601 PROSPECTUS SUPPLEMENT (to Prospectus dated April 19, 2024) Unusual Machines, Inc. 940,719 Shares of Common Stock This Prospectus Supplement supplements the Prospectus dated April 19, 2024 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1 (File No. 333-278601) (the “Registration Statement”) filed by Unusual |
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| May 6, 2024 |
Form of Restricted Stock Agreement Exhibit 10.2 Unusual Machines, Inc. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this “Agreement”) entered into as of , 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”). 1. The Plan. This Award is made |
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| May 1, 2024 |
Table of Contents Confidential Draft submitted to the Securities and Exchange Commission on May 1, 2024. |
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| April 23, 2024 |
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 19, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of |
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| April 23, 2024 |
Exhibit 3.2 BYLAWS OF UNUSUAL MACHINES, INC. I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION 1.01. Certain References. Any reference herein made to law shall be deemed to refer to the law of the State of Nevada, including any applicable provision of Chapter 78 of Title 7 of the Nevada Revised Statutes, or any successor statutes, as from time to time amended and in effect (sometimes referred to her |
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| April 23, 2024 |
Unusual Machines, Inc. 940,719 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-278601 PROSPECTUS SUPPLEMENT (to Prospectus dated April 10, 2024) Unusual Machines, Inc. 940,719 Shares of Common Stock This Prospectus Supplement supplements the Prospectus dated April 19, 2024 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1 (File No. 333-278601) (the “Registration Statement”) filed by Unusual |
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| April 23, 2024 |
Exhibit 3.1 ARTICLES OF INCORPORATION OF UNUSUAL MACHINES, INC. a Nevada corporation 1. The name of the corporation is Unusual Machines, Inc. (the “Corporation”). 2. The registered agent for service of process is Corporate Creations Network Inc. and the registered address is 8275 South Eastern Avenue #200, Las Vegas, Nevada 89123. 3. The purpose of the Corporation is to engage in any lawful activi |
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| April 23, 2024 |
Exhibit 2.1 FORM OF AGREEMENT AND PLAN OF MERGER OF UNUSUAL MACHINES, INC. (a Puerto Rico corporation) AND UNUSUAL MACHINES, INC. (a Nevada corporation) This Agreement and Plan of Merger, dated as of (the “Agreement”), is entered into the 19th day of April, 2024 by and between Unusual Machines, Inc., a Puerto Rico corporation (“UMAC Puerto Rico”), and Unusual Machines, Inc., a Nevada corporation a |
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| April 23, 2024 |
Form of Common Stock Certificate Exhibit 3.4 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA. XXXX UNUSUAL MACHINES, INC. EFFECTIVE 2024 XXXX AUTHORIZED COMMON STOCK: 500,000,000 shares PAR VALUE: $0.01 This certifies that [Shareholder] SEE LEGEND ON REVERSE SIDE IS THE RECORD HOLDER OF [*number of shares*] Shares of Unusual Machines, Inc. Common Stock transferable on the books |
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| April 23, 2024 |
Certificate of Designation of Series B Convertible Preferred Stock Exhibit 3.3 CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK OF UNUSUAL MACHINES, INC. The undersigned, Allan Evans, Chief Executive Officer of Unusual Machines, Inc. a corporation (the “Corporation”) organized and existing under Chapter 78 of the Nevada Revised Statutes (the “NRS”), in accordance with the provisions of Sections NRS 78.195 and NRS 78.1955 of the NRS, D |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A/A (Amendment No. |
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| April 19, 2024 |
UNSUAL MACHINES, INC. 940,719 Shares of Common stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No: 333-278601 UNSUAL MACHINES, INC. |
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| April 16, 2024 |
Registration No. 333-278601 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Unusual Machines, Inc. (Exact name of Registrant as specified in its charter) Puerto Rico 3663 66-0927642 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification C |
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| April 16, 2024 |
Unusual Machines, Inc. 4677 L B McLeod Rd., Suite J Orlando, FL 32811 April 16, 2024 Unusual Machines, Inc. 4677 L B McLeod Rd., Suite J Orlando, FL 32811 April 16, 2024 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Fullem Re: Unusual Machines, Inc. Registration Statement on Form S-1 File No. 333-278601 Dear Mr. Fullem: In accordance with Rule 461 promulgated pursuant to the Securities Act |
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| April 16, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 12, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of |
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| April 16, 2024 |
Exhibit 16.1 April 16, 2024 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, D.C. 20549 Re: Unusual Machines, Inc. Ladies and Gentleman: We have read the statements under item 4.01 in the Form 8-K dated April 12, 2024, of Unusual Machines, Inc. (the “Company”) to be filed with the Securities and Exchange Commission and we agree with suc |
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| April 10, 2024 |
As filed with the Securities and Exchange Commission on April 10, 2024 Table of Contents As filed with the Securities and Exchange Commission on April 10, 2024 Registration No. |
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| April 10, 2024 |
Exhibit 107 Calculation of Filing Fee Form S-1 (Form Type) Unusual Machines, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Ca |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement UNUSUAL MACHINES, I |
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| March 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement UNUSUAL MACHINES, I |
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| March 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 333-270519 Unusual Machines, |
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| March 22, 2024 |
Insider Trading Compliance Policy Exhibit 19.1 Insider Trading Policy The best way to protect Unusual Machines, Inc. (the “Company”) and its executive officers, directors and employees from potential liability from the insider trading under the federal securities laws is to adopt and implement and enforce a clear policy that defines insider trading and prohibits all employees, officers, directors and other individuals who are awar |
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| March 22, 2024 |
Exhibit 4.7 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of “blank check” preferred stock, par value $0.01 per share. The following description summarizes the material terms of our securities, which does not purport to be complete and is qualified in its entirety by reference to our Amended a |
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| March 22, 2024 |
Exhibit 97.1 Unusual Machines, Inc. (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted |
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| March 18, 2024 |
Here To Serve The American Drone Industry Investor Presentation March 2024 Exhibit 99.1 Here To Serve The American Drone Industry Investor Presentation March 2024 FORWARD - LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended, that are based on the Company's current expectations, projections and forecasts |
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| March 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) March 18, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of |
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| March 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement UNUSUAL MACHINES, I |
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| March 7, 2024 |
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) March 4, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer of |
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| March 7, 2024 |
Unusual Machines Appoints FPV Drone Expert Andrew Camden as Chief Operating Officer Exhibit 99.1 Unusual Machines Appoints FPV Drone Expert Andrew Camden as Chief Operating Officer SAN JUAN, PUERTO RICO – March 7, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, announced today the appointment of First-Person View (“FPV”) drone expert Drew Camden as its Chief Operating Officer. Camde |
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| February 22, 2024 |
Allan Evans Non-Compete Agreement Exhibit 10.9 Non-Compete I hereby enter into this Non-Compete (“Agreement”) with Unusual Machines, Inc. (“the Company”) on this the 16th day of February 2024 (the “Effective Date”). WHEREAS, I have been an employee as Chief Executive Officer of the Company pursuant to an Offer Letter dated November 27, 2023 (the “Offer Letter”); WHEREAS pursuant to a Share Purchase Agreement dated November 21, 202 |
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| February 22, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 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) February 16, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer |
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| February 22, 2024 |
UMAC / Unusual Machines, Inc. / BROADLEAF CAPITAL PARTNERS INC - SCHEDULE 13D Activist Investment SC 13D 1 rcat0223sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Unusual Machines, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U9154A 208 (CUSIP Number) Red Cat Holdings, Inc. 15 Ave. Muñoz Rivera, Ste. 2200 San Juan, PR 00901-2510 (833) 373-3228 Fe |
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| February 22, 2024 |
Unusual Machines Completes Acquisitions of Fat Shark and Rotor Riot Exhibit 99.1 Unusual Machines Completes Acquisitions of Fat Shark and Rotor Riot SAN JUAN, PUERTO RICO – February 22, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”) announced today the closing of its acquisitions of Fat Shark Holdings, Ltd. (“Fat Shark”), a pioneer in the design and manufacture of ultra-low latency first-person-view (FPV) gog |
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| February 16, 2024 |
Form of Representatives Warrant Exhibit 4.1 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) D |
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| February 16, 2024 |
Exhibit 1.1 UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENT February 13, 2024 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate |
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| February 16, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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) February 13, 2024 Unusual Machines, Inc. (Exact name of registrant as specified in its charter) Puerto Rico 333-270519 66-0927642 (State or other jurisdiction (Commission (IRS Employer |
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| February 16, 2024 |
Unusual Machines Announces Closing of $5,000,000 Initial Public Offering Exhibit 99.2 Unusual Machines Announces Closing of $5,000,000 Initial Public Offering SAN JUAN, PUERTO RICO – February 16, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (“Unusual Machines” or the “Company”), an emerging leader in first-person view (FPV) drone technology, announced today the closing of its initial public offering (the “Offering”) of 1,250,000 shares of common stock at a public offerin |
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| February 16, 2024 |
Unusual Machines Announces Pricing of Initial Public Offering Exhibit 99.1 Unusual Machines Announces Pricing of Initial Public Offering SAN JUAN, PUERTO RICO – February 14, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (“Unusual Machines” or the “Company”), an emerging leader in first-person view (FPV) drone technology, announced today the pricing of its initial public offering (the “Offering”) of 1,250,000 shares of common stock at a public offering price of |
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| February 15, 2024 |
Table of Contents Filed pursuant to 424(b)(1) Under the Securities Act of 1933, as amended Registration No. |
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| February 13, 2024 |
Unusual Machines, Inc. 151 Calle De San Francisco San Juan, Puerto Rico 00901-1607 February 13, 2024 Unusual Machines, Inc. 151 Calle De San Francisco San Juan, Puerto Rico 00901-1607 February 13, 2024 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Attention: Thomas Jones, Esq. Re: Unusual Machines, Inc. Registration Statement on Form S-1 File No. 333-270519 Dear Mr. Jones: In accordance with Rule 461 promulgated pursuant to |
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| February 13, 2024 |
Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 February 13, 2024 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 February 13, 2024 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| February 13, 2024 |
Unusual Machines, Inc. 151 Calle De San Francisco San Juan, Puerto Rico 00901-1607 February 13, 2024 Unusual Machines, Inc. 151 Calle De San Francisco San Juan, Puerto Rico 00901-1607 February 13, 2024 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Attention: Thomas Jones, Esq. Re: Unusual Machines, Inc. Registration Statement on Form S-1 File No. 333-270519 Dear Mr. Jones: Unusual Machines, Inc. is hereby withdrawing the ac |
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| February 13, 2024 |
DOMINARI SECURITIES LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 February 13, 2024 DOMINARI SECURITIES LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 February 13, 2024 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Unusual Machines, Inc. |
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| February 8, 2024 |
Unusual Machines, Inc. 151 Calle De San Francisco San Juan, Puerto Rico 00901-1607 February 8, 2024 Unusual Machines, Inc. 151 Calle De San Francisco San Juan, Puerto Rico 00901-1607 February 8, 2024 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Attention: Thomas Jones, Esq. Re: Unusual Machines, Inc. Registration Statement on Form S-1 File No. 333-270519 Dear Mr. Jones: In accordance with Rule 461 promulgated pursuant to |
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| February 8, 2024 |
Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 February 8, 2024 VIA EDGAR Thomas Jones Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| February 1, 2024 |
Form of Lock-up Agreement – Jeffrey Thompson Exhibit 10.15 LOCK-UP AGREEMENT , 2024 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 Re: Unusual Machines, Inc. Ladies and Gentlemen: As an inducement to Dominari Securities LLC, as representative of the underwriters (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of shares of the |
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| February 1, 2024 |
Table of Contents Registration No. 333-270519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNUSUAL MACHINES, INC. (Exact name of registrant as specified in its charter) Puerto Rico 3663 66-0927642 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or o |
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| February 1, 2024 |
Revised Form of Representatives Warrant Exhibit 10.7 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) |
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| February 1, 2024 |
Exhibit 10.14 LOCK-UP AGREEMENT , 2024 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, NY 10022 Re: Unusual Machines, Inc. Ladies and Gentlemen: As an inducement to Dominari Securities LLC, as representative of the underwriters (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of shares of the |
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| February 1, 2024 |
Form of Underwriting Agreement Exhibit 1.1 UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENT [●], 2024 Dominari Securities LLC 725 Fifth Avenue, 23rd Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] s |
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| December 15, 2023 |
Brandon Torres Declet Termination and Release Agreement Exhibit 10.22 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this day of December, 2023 by and between Brandon Torres Declet (the “Employee”) and Unusual Machines, Inc. (the “Employer” or the “Company”). WHEREAS, the Employee was employed as the Chief Executive Officer of the Employer and served as the Chairman of the Board of Di |
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| December 15, 2023 |
Employment Offer Letter with Dr. Allan Evans Exhibit 10.21 Unusual Machines, Inc. 151 Calle De San Francisco Ste. 200 PMB 2106 San Juan, Puerto Rico 00901-1607 855-921-4600 November 27, 2023 Dr. Allan Evans 1511 Ave Ponce De Leon Ciudadela Unit 984 San Juan, Puerto Rico. 00909 Re: Offer to become Chief Executive Officer Dear Allan: Offer and Position We are very pleased to extend an offer of employment to you for the position of Chief Execut |
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| December 15, 2023 |
Amended 2022 Equity Incentive Plan Exhibit 10.11 UNUSUAL MACHINES, INC. 2022 EQUITY INCENTIVE PLAN, as Amended 1. Scope of Plan; Definitions. (a) This 2022 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Unusual Machines, Inc. (the “Company”) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and directors, by creating ince |
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| December 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Unusual Machines, Inc. |
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| December 15, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT O |
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| December 15, 2023 |
Amendment No. 4 to Share Purchase Agreement Exhibit 10.5 AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated December , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Par |
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| December 15, 2023 |
Revised Form of Registration Rights Agreement Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2024 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”). WHEREAS, the Company has entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”) with the Inv |
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| December 15, 2023 |
Table of Contents Registration No. 333-270519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNUSUAL MACHINES, INC. (Exact name of registrant as specified in its charter) Puerto Rico 3663 66-0927642 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or o |
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| September 19, 2023 |
Table of Contents Registration No. 333-270519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNUSUAL MACHINES, INC. (Exact name of registrant as specified in its charter) Puerto Rico 3663 66-0927642 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or o |
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| September 19, 2023 |
Amendment No. 3 to Share Purchase Agreement Exhibit 10.4 AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated September , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Pa |
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| August 29, 2023 |
Unusual Machines, Inc. 151 Calle De San Francisco Ste. 200 PMB 2106 San Juan, Puerto Rico 00901-1607 August 29, 2023 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.W. Washington, DC 20549 Attention: Kevin Woody, Accounting Branch Chief Andi Carpenter, Staff Accountant Re: Unusual Machines, Inc. Amendment No. 4 to Registration Statement on Form S-1 F |
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| August 29, 2023 |
Revised Form of Representatives Warrant Exhibit 10.5 EXHIBIT F THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER |
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| August 29, 2023 |
Table of Contents Registration No. 333-270519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNUSUAL MACHINES, INC. (Exact name of registrant as specified in its charter) Puerto Rico 3663 66-0927642 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or o |
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| August 7, 2023 |
Drone Racing League Sponsorship Agreement Exhibit 10.19 This Sponsorship Agreement (“Agreement”), is between Drone Racing League, Inc., a Delaware corporation (“DRL”), and Unusual Machines, Inc., a Puerto Rico corporation (“Sponsor” or “UM”). DRL and Sponsor are sometimes referred to herein individually as a “party” or together as the “parties”. WHEREAS, Sponsor is in the process of acquiring Fat Shark Ltd. (“Fat Shark”) and Rotor Riot LL |
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| August 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Unusual Machines, Inc. |
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| August 7, 2023 |
Revised Form of Registration Rights Agreement Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the day of , 2023 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”). WHEREAS, the Company has entered into a Securities Purchase Agreement (as amended, the “Purchase Agreement”) with the Inv |
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| August 7, 2023 |
Exhibit 10.14 UNUSUAL MACHINES, INC. Audit Committee Charter Members Chair (Independent Board Member) Member Name 1 Member Name 2 Purpose The Audit Committee (the “Committee”) is appointed by the Board of Directors of Unusual Machines, Inc. to assist the Board in its oversight of: (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and indepen |
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| August 7, 2023 |
Exhibit 10.8 NON-COMPETITION AGREEMENT This Non-Competition Agreement (the “Agreement”) is entered into as of , 2023 (the “Effective Date”) by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Rotor Riot, LLC, an Ohio limited liability company (“Rotor Riot”) and Fat Shark Holdings, Ltd, a Nevada corporation (collectively, the “Restricted Parties”) and Red Cat Holdings, Inc., |
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| August 7, 2023 |
Exhibit 10.7 TRADEMARK ASSIGNMENT ASSIGNOR: UAV Patent Corp. Status: a Nevada corporation Address: 701 S. Carson Street, Suite 200 City: Carson City State/Zip: NV 89701 UMAC IP HOLDINGS Corp. Status: a Florida corporation Address: 3001 PGA Boulevard, Suite 305 City: Palm Beach Gardens State/Zip: FL 33410 ASSIGNEE: TRADEMARK/SERVICE MARK(S): SEE ATTACHED APPENDIX The Assignor having used, filed for |
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| August 7, 2023 |
Form of Lock-up Agreement – Jeffrey Thompson Exhibit 10.13 LOCK-UP AGREEMENT [], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Re: Unusual Machines, Inc. Ladies and Gentlemen: As an inducement to Maxim Group LLC, as representative of the underwriters (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of shares of the common stock ( |
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| August 7, 2023 |
Form of Restricted Stock Unit Agreement Exhibit 10.18 RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this “Agreement”), entered into as of , 2023 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), to (the “Recipient”). 1. Definition and Incorporation of Certain Terms. Th |
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| August 7, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENT [●], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] shares (“S |
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| August 7, 2023 |
Form of Amendment No. 1 to the Amendment to Employment Agreement with Brandon Torres Declet Exhibit 10.10(a) AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”) and Bandon Torres Declet, an individual, (the “Executive,” and together with the Company, the “Parties”). WHEREAS, the Parties entered into an Employment Agreement as of January12, 2 |
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| August 7, 2023 |
Certificate of Amendment – Reverse Stock Split Exhibit 3.1(a) Amendment to Articles of Incorporation Government of Puerto Rico Department of State Transaction Date: 10 - Jul - 2023 Register No: 430601 Order No: 28367762 430601 - UNUSUAL MACHINES, INC. A resolution was adopted setting forth (a) proposed amendment(s) to the Certificate of Incorporation of said corporation, declaring said amendment(s) to be advisable. RESOLVED, that the Certifica |
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| August 7, 2023 |
Exhibit 10.6 PATENT ASSIGNMENT AND LICENSE BACK ASSIGNOR: UAV Patent Corp. Status: a Nevada corporation Address: 701 S. Carson Street, Suite 200 City: Carson City State/Zip: NV 89701 UMAC IP HOLDINGS Corp. Status: a Florida corporation Address: 3001 PGA Boulevard, Suite 305 City: Palm Beach Gardens State/Zip: FL 33410 ASSIGNEE: PATENTS/PATENT APPLICATION(S): SEE ATTACHED APPENDIX WHEREAS, Assignor |
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| August 7, 2023 |
Revised Form of Representatives Warrant Exhibit 10.5 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) |
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| August 7, 2023 |
Exhibit 10.12 LOCK-UP AGREEMENT [], 2023 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Re: Unusual Machines, Inc. Ladies and Gentlemen: As an inducement to Maxim Group LLC, as representative of the underwriters (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of shares of the common stock ( |
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| August 7, 2023 |
Unusual Machines, Inc. 151 Calle De San Francisco Ste. 200 PMB 2106 San Juan, Puerto Rico 00901-1607 August 7, 2023 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street N.W. Washington, DC 20549 Attention: Kevin Woody, Accounting Branch Chief Andi Carpenter, Staff Accountant Re: Unusual Machines, Inc. Amendment No. 3 to Registration Statement on Form S-1 Fi |
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| August 7, 2023 |
Compensation Committee Charter Exhibit 10.15 UNUSUAL MACHINES, INC. Compensation Committee Charter Members Chair - Member Name 1 Member Name 2 Purpose The Compensation Committee (the "Committee") is appointed by the Board of Directors of Unusual Machines, Inc. to discharge the Board's responsibilities relating to compensation of the Company's executives and other compensation matters. References in this Charter to the "Company" |
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| August 7, 2023 |
Table of Contents Registration No. 333-270519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNUSUAL MACHINES, INC. (Exact name of registrant as specified in its charter) Puerto Rico 3663 66-0927642 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or o |
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| August 7, 2023 |
Amendment No. 2 to Share Purchase Agreement Exhibit 10.3 AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated July , 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Parties |
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| August 7, 2023 |
Corporate Governance & Nominating Committee Charter Exhibit 10.16 UNUSUAL MACHINES, INC. Corporate Governance & Nominating Committee Charter Members Chair (Independent Board Member) – Member Name 1 Member Name 2 Purpose The Corporate Governance and Nominating Committee (the “Committee”) is appointed by the Board of Directors of Unusual Machines, Inc. to (1) identify individuals qualified to serve as members of the Board of Directors and, where appr |
