8-K
Unusual Machines, Inc. (UMAC)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange 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 incorporation) | File Number) | Identification No.) |
| 4677 L B McLeod Rd, Suite J | **** | |
| --- | --- | |
| Orlando**, FL** | 32811 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (855) 921-4600
N/A
(Former name or former address, if changed since last report.)
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.01 | UMAC | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 RegulationFD Disclosure.
On August 23, 2024, Unusual Machines, Inc. (the “Company”) issued a press release announcing 6,700 Rotor Riot Brave F7 Flight Controllers have been ordered one week following Blue UAS Framework approval. A copy of the press release is being furnished as Exhibit 99.1.
In addition, on August 23, 2024, the Company is updating an investor presentation to the Company’s website. A copy of the slide presentation is being furnished as Exhibit 99.2.
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 FinancialStatements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press Release issued by Unusual Machines, Inc. on August 23, 2024 |
| 99.2 | Investor Presentation dated August 23, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Unusual Machines, Inc. | ||
|---|---|---|
| Date: August 23, 2024 | By: | /s/ Brian Hoff |
| Name: | Brian Hoff | |
| Title: | Chief Financial Officer |
| 4 |
| --- |
Exhibit 99.1
Unusual Machines Announces 6,700Rotor 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 being approved and listed on the Blue UAS Framework on August 7, 2024.
The Rotor Riot Brave F7 Flight Controller is the first flight controller on the Blue UAS Framework list designed specifically for First-Person View (FPV) flight. This listing positions Unusual Machines as a provider of FPV technology to the United States Department of Defense as well as commercial customers seeking alternatives to components produced in restricted regions or in China.
“The market response has been tremendous,” said Allan Evans, CEO of Unusual Machines. “Customer demand has surprised us as the interest our components is even greater than we originally anticipated. We have listened to the feedback that price does matter, and we expect similar demand for other products in our roadmap.”
The Rotor Riot Brave F7 Flight Controller meets the performance standards required by the U.S. government, commercial enterprises, and drone enthusiasts. As the first of many American-made components planned by Unusual Machines, this aligns with the company's mission to bring drone manufacturing back to the U.S. and strengthen domestic supply chains.
“We are extremely proud of the market's positive reception of the Brave F7,” said Drew Camden, COO of Unusual Machines. “The response reflects the growing interest in American-made drone technology, particularly in FPV systems. This demand showcases the confidence our customers have in our products and the significance of the Blue UAS approval in driving innovation and growth within the drone industry.”
Unusual Machines remains focused on developing dual-use products and technology that support the American drone industry. The company looks forward to further innovations and expanding its presence in the market.
For more information about the Rotor Riot Brave F7 Flight Controller or to place an order, please visit www.RotorRiot.com or contact via purchasing@rotorriot.com.
About Unusual Machines
Unusual Machines manufactures and sells drone components and drones across a diversified brand portfolio, which includes Fat Shark, the leader in FPV (first-person view) ultra-low latency video goggles for drone pilots. The Company also retails small, acrobatic FPV drones and equipment directly to consumers through the curated Rotor Riot e- commerce store. With a changing regulatory environment, Unusual Machines seeks to be a dominant Tier-1 parts supplier to the fast-growing multi-billion-dollar U.S. drone industry. According to Fact.MR, the global drone accessories market is currently valued at $17.5 billion and is set to top $115 billion by 2032.
For more information, visit Unusual Machines at https://www.unusualmachines.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected future demand for our products, our development of new products and seeking to expand of our market presence, and projections and anticipated future growth of our business and the industry in which we operate. The words "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect," and similar expressions, as they relate to us, are intended to identify forward-looking statements. The results expected by some or all of these forward-looking statements may not occur. Factors that affect these forward-looking statements include competition we face and the possibility that competitors develop and market more effective and/or less expensive alternatives to our products, our ability to obtain and maintain regulatory clearance for our products, private and government spending trends and initiatives which may among other things be adversely impacted by economic challenges such as a possible U.S. or global recession and potential adverse developments in government spending on our products and related technologies, and those risks described in the section titled "Risk Factors" contained in the Company's final Prospectus filed with the Securities and Exchange Commission on April 19, 2024. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Any forward-looking statement made by us herein speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.
CONTACT:
CS Investor Relations
Phone: 917-633-8980
Email: investors@unusualmachines.com
SOURCE: Unusual Machines, Inc.
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 plan to expand our market presence and pursue new market opportunities, a potential new market arising from proposed government legislation and programs, demand for our products and our intended efforts to meet such demand including in the U.S. defense sector as a result of global conflicts and a trend towards U.S. - made products, our strategy to pursue organic growth and sales in the U.S. and abroad, anticipated enterprise revenue in Q3 2024, and trends and projected growth of our business and the industry in which we operate generally. All statements other than statements of historical fact included in this presentation are forward - looking statements. These forward - looking statements may also include projections and estimates concerning the timing and success of our proposed products and any potential future financial results and are based on the Company's current expectations, projections and forecasts about future events and trends that the Company believes may affect its business, financial condition, operating results and growth prospects. We often identify forward - looking statements by accompanying them with words such as "estimate," "project," "predict," "believe," "expect," "intend," "anticipate," "potential," "plan," "goal," "foresee," "likely," "target," "may," "should," "could," or other words that convey the uncertainty of future events or outcomes. The results expected by some or all of these forward - looking statements may not occur. Factors that may affect the potential events described in forward - looking statements and our ability to achieve these results include our ability to select, negotiate and close any acquisition targets, the sufficiency of our cash resources and future stock price, our ability to enhance our existing products, develop new products and create new services for our customers and future customers, competition we face and the possibility that competitors develop and market more effective and/or less expensive alternatives to our products, our ability to obtain and maintain regulatory clearance for our products, private and government spending trends and initiatives which may among other things be adversely impacted by economic challenges such as a possible U.S. or global recession and potential adverse developments in government spending on our products and related technologies, the possibility that projections and forecasts on which we rely are not accurate or too optimistic and the risk factors contained in our final Prospectus filed with the Securities and Exchange Commission on April 19, 2024. These forward - looking statements speak only as of the date of this presentation was prepared and we disclaim any obligation to update these statements, whether as a result of new information, future events or otherwise, unless required by law. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and beyond our control.
3 Expanding into a new drone market opportunity from an established position • Continued organic retail growth and launching new enterprise component initiative Strong financial profile with demonstrated growth across combined businesses • B2C Revenue 2023 4.3M • B2C Revenue 2022 3.1M • Represents 37% YoY Growth in Retail Revenues Legislative Tailwinds create a new market opportunity 1,2 • Recent U.S. legislation is creating a U.S. drone and drone component manufacturing market that has historically been dominated by Chinese suppliers • The global conflicts (including Ukraine) are creating a government urgency to quickly invest in and build a domestic supply chain from components to finished drones US - based development and assembly provides a strong competitive advantage • Made - in - USA extremely attractive amid national security concerns • Regulatory and DoD procurement provide for major immediate growth drivers • Launched a US - made and NDAA compliant flight controller approved for BLUE UAS Framework 1. “Consumer Drones Market.” SNS Insider. March 20, 2023 https:// www.snsinsider.com/reports/consumer - drones - market - 1301 2. “Drone Components Market.” TechSci Research. https:// www.techsciresearch.com/report/drones - components - market/3139.html INVESTMENT HIGHLIGHTS 3
4 Core Business: Unusual Machines specializes in the production and sale of small drones and essential components Market Leadership in FPV Drones: Our brand recognition and curated retail give us a leadership position in the First Person View (FPV) drone market segment. Growth Strategy: • Continued organic growth of our retail business • Leverage retail business to onshore production of critical drone components • Focus on component sales to defense partners for FPV drones (in U.S. and Europe) 1 Brand New Market: China has dominated the drone industry for the last decade. The conflict in Europe and recent and proposed U.S. legislation present a new opportunity for domestic drone and drone component manufacturing. Vision for Industry Leadership: Our aim is to grow our domestic component manufacturing business by serving as a premier supplier to the U.S. drone industry, providing a crucial alternative to Chinese suppliers. UNUSUAL MACHINES: OVERVIEW 1. We have agreed to enter into a five year non - compete agreement which precludes us from selling drones directly to the U.S. Department of Defense without Red Cat Approval
5 86K+ 276K+ 111K+ Subscribers Unique Registered Customers Social Media Followers Rotor Riot is at the center of the high - performance drone market and has a large following of FPV drone pilots Online store with drone parts and ready - to - fly drones are featured in Rotor Riot’s extensive media Components are already sold at scale to a wide range of customers RETAIL BUSINESS - 1,600 1,400 1,200 1,000 800 600 400 200 Retail Revenue (in $’000s) Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Revenue As of August 2024
6 COMPONENT BUSINESS Domestic Solutions for NDAA Compliance: In response to U.S. Government restrictions on critical components, we are focusing on manufacturing NDAA - compliant components domestically. We have launched a U . S . - made flight controller that has been successfully integrated into the Defense Innovation Unit (DIU) BlueUAS framework Initial Focus on FPV Components for Defense: First U.S. company to launch BlueUAS Framework FPV drone component Competitive pricing and first mover advantage Enterprise revenues expected to contribute Q3 of 2024
CONFLICT DRIVEN DEMAND 7 1. Ukraine to produce one million drones next year, Zelenskiy says : https:// www.reuters.com/world/europe/ukraine - produce - one - million - drones - next - year - zelenskiy - says - 2023 - 12 - 19/ 2. Russia to produce over 32,000 drones each year by 2030, TASS reports: https:// www.reuters.com/world/europe/russia - produce - over - 32000 - drones - each - year - by - 2030 - tass - 2024 - 01 - 06/ Conflict is driving a surge in FPV drone demand: Ukraine projects manufacturing 1 million FPV drones in 2024 1 . Estimates of Russian drone production ~32,000 units per year 2 . To serve this demand, we will: Expand our sales to defense sector clientele. Foster a new market segment for our component business, positioning ourselves as a robust alternative to the currently Chinese - dominated supply chains. Strategically align our innovative technologies and manufacturing capabilities to meet the U.S. Department of Defense's procurement cycle requirements. The Company is subject to five - year non - competition agreement with Red Cat generally restricting activities and sales involving Class 1 and Class 2 UAVs for government, quasi - governmental, and third parties exercising any regulatory or other governmental authority.
8 0 2024 2030 Drone Market Size and Forecast 2023 - 2030 60 50 40 30 20 10 Revenues in Billion USD 2025 2026 2027 2028 2029 Global Drone Market Report 2023 - 2030 by Drone Industry Insights Drone Industry Insights estimates that the global drone market is expected to grow to $54.6B by 2030 1 The drone flight control system market, valued at $15.53B in 2021, is projected to reach $28.86B by 2031 2 The drone motor market size was valued at $2.6B in 2021 and is projected to reach $9.9B by 2031 3 According to Forbes, Ukraine expects to manufacture more than one million drones in 2024 alone 4 There is legislation aimed at enhancing the U.S.'s competitiveness in emerging technologies like drones and reducing dependence on tech imports, particularly from China 5 . THE GROWING DRONE MARKET 1. 2. 3. 4. 5. Global Drone Market Report 2023 - 2030 by Drone Industry Insights Allied Market Research Drone Flight Controller System Market Size, Share, Competitive Landscape and Trend Analysis Report 2023 - 2032 Allied Market Research Drone Motor Market Size, Share, Competitive Landscape and Trend Analysis Report 2021 - 2031 Ukraine to produce one million drones next year, Zelenskiy says : https:// www.reuters.com/world/europe/ukraine - produce - one - million - drones - next - year - zelenskiy - says - 2023 - 12 - 19/ U.S. Drone Act Proposal: https:// www.congress.gov/bill/118th - congress/senate - bill/473/all - info#:~:text=Introduced%20in%20Senate%20(02%2F16%2F2023)&text=This%20bill%20bans%20the%20procurement,control%20by%20China%2C% 20w ith%20e xceptions.
AMERICAN SECURITIES DRONE ACT (2023) (PROPOSED LEGISLATION) Prohibits the use or purchase of Chinese - manufactured drones by government agencies and contractors REPLICATOR INITIATIVE (2023) The U.S. Department of Defense has allocated $4 billion to acquire domestically - produced small drones 1 NATIONAL DEFENSE AUTHORIZATION ACT (2023) China is designated as a "covered foreign entity" A ban has been imposed on drones manufactured by DJI The U.S. Government is prohibited from purchasing drones that contain critical components manufactured in China, including Flight Controllers, Radios, Cameras, Gimbals, Ground Stations, Software, Networking systems, or Data Storage solutions COUNTERING CCP DRONES ACT (PROPOSED LEGISLATION) Prohibits the use of drones by entities associated with the Chinese Communist Party (CCP) in sensitive government operations. Establishes a rigorous vetting process for drone technology used in national security contexts. Encourages the development and adoption of domestically produced drones to reduce reliance on foreign technology. 9 U.S. ONSHORING: RECENT AND PROPOSED LEGISLATION PRESENTS A MULTI - BILLION DOLLAR US MARKET 1. Defense News. (2023, December 19). 'Replicator: An Inside Look at the Pentagon's Ambitious Drone Program.' Retrieved March 15, 2024, from https:// www.defensenews.com/pentagon/2023/12/19/replicator - an - inside - look - at - the - pentagons - ambitious - drone - program/
10 Initial Response to First US Made Component Over 6700 units sold Over 80 unique consumer and enterprise customers Multiple customers indicated they are evaluating for use in their programs We anticipate similar interest in future NDAA compliant products
11 COMPONENT SUPPLIERS DRONE MANUFACTURERS USERS AND SERVICE PROVIDERS U.S. DRONE MARKETPLACE
FINANCIAL SNAPSHOT 12 Assets (as of June 30, 2024) $2.2 million Cash $2.7 million Inventory & prepaid inventory $19.7 million Goodwill & intangibles $25.2 million Total assets Liabilities $4.0 million Promissory note (due Nov 2025) $5.2 million Total liabilities Equity $20.0 million Total equity (see cap table slide for more information) For the Six Months Ended June 30, 2024 $2.0 million Revenue* $0.6 million Gross profit* 29% Gross margin $3.2 million Operating expenses** $2.7 million Net loss * Revenue and gross profit information includes activity from February 16, 2024 (the date of acquisitions of Rotor Riot and Fat Shark) through June 30, 2024 ** Operating expenses include approximately $0.9 million in non - recurring expenses related to the acquisitions and transition costs; and approximately $0.4 million of stock compensation expense
CAPITALIZATION TABLE 1 13 Common Stock: 1,355,142 shares Closely Held Shares 2 4,829,841 shares Free Float 6,184,983 shares Total Common Shares Preferred Stock: 4,250,000 shares Series A Preferred (As Converted) 250,000 shares Series B Preferred (As Converted) Other Equity Components: 62,500 shares Underwriter Warrants 460,234 shares Employee Incentive Plan (EIP) Availability 22% 78% Closely Held Shares Free Float 1. As of August 2024 2. Includes Management Ownership and Board Ownership
Drew Camden, Chief Operating Officer Chief Operating Officer. As President of Rotor Riot from 2018, Camden expanded into media and e - commerce, established a headquarters in Orlando, and launched a successful FPV drone line. This leadership resulted in Rotor Riot's acquisition by Red Cat Holdings in 2020, with the company achieving a 50% average yearly revenue growth under his direction. LEADERSHIP Dr. Allan Evans, Chief Executive Officer Chief Executive Officer. Previously served as Chief Operating Officer at Red Cat (Nasdaq: RCAT) and CEO of Fat Shark. His career includes board membership at Ballast Technologies and co - founding Avegant. His expertise spans new technologies, engineering, business development, and corporate strategy. Brian Hoff, Chief Financial Officer Chief Financial Officer. Brings extensive experience in leading high growth accounting & finance teams at companies including Auddia, Inc. (Nasdaq: AUUD), STACK Infrastructure, and Coalfire. Sanford “Sandy” Rich, Director Chair Audit Committee. Executive Director of the NYC Board of Education Retirement System. Sandy is an SEC audit committee financial expert, a member of the Investor Advisory Group of the PCAOB, and has served as both CEO and CFO of public and private companies. Jeff Thompson, Director CEO and Chairman Red Cat Holdings (NASDAQ: RCAT). Thompson is a serial tech entrepreneur who has led companies from the startup phase to successful exits and IPOs. Cristina A. Colon, Director Chair Governance Committee. She is an attorney currently admitted to practice federal law and state law in the District of Columbia and Florida. She is the CEO of Cinmarc, a multi - faceted consulting firm working with public housing authorities and local governments. Robert Lowry, Director Chair Comp Committee. Over 38 years of business experience in the financial and securities industries. Degrees in Economics and Finance and a Certified Financial Planner with series 63, series 7 licenses. 14
15 Expanding into a new drone market opportunity from an established position • Continued organic retail growth and launching new enterprise component initiative Strong financial profile with demonstrated growth across combined businesses • B2C Revenue 2023 4.3M • B2C Revenue 2022 3.1M • Represents 37% YoY Growth in Retail Revenues Legislative Tailwinds create a new market opportunity 1,2 • Recent U.S. legislation is creating a U.S. drone and drone component manufacturing market that has historically been dominated by Chinese suppliers • The global conflicts (including Ukraine) are creating a government urgency to quickly invest in and build a domestic supply chain from components to finished drones US - based development and assembly provides a strong competitive advantage • Made - in - USA extremely attractive amid national security concerns • Regulatory and DoD procurement provide for major immediate growth drivers • Launched a US - made and NDAA compliant flight controller approved for BLUE UAS Framework 1. “Consumer Drones Market.” SNS Insider. March 20, 2023 https:// www.snsinsider.com/reports/consumer - drones - market - 1301 2. “Drone Components Market.” TechSci Research. https:// www.techsciresearch.com/report/drones - components - market/3139.html INVESTMENT HIGHLIGHTS 15
16 INVESTOR CONTACT Email: investors@unusualmachines.com Tel: +1 (917) 633 - 8980 4677 L B McLeod Rd Suite J Orlando, FL 32811 United States