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) 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 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 October 29, 2024, Unusual Machines, Inc. (the “Company”) issued a press release announcing the pricing of a private placement. A copy of the press release is being furnished as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) 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 October 29, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
| --- |
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: October 29, 2024 | By: | /s/ Brian Hoff |
| Name: | Brian Hoff | |
| Title: | Chief Financial Officer |
| 3 |
| --- |
Exhibit99.1
Unusual Machines Announces Pricingof $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, before deducting fees to the placement agent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the private placement for general corporate purposes and working capital.
In connection with the private placement, the Company will issue an aggregate of 1,286,300 units at a per unit price of $1.52 per unit. Each unit consists of one share of common stock and one warrant, each exercisable for one share of common stock at an exercise price of $1.99 per share. The warrants are exercisable beginning 180 days after the closing date. The warrants have a term of 5 years from the closing date. The exercise price and number of shares of common stock issuable upon exercise of the warrants are subject to adjustment upon future dilutive issuances and stock splits, subject to a floor, as described in more detail in the Current Report on Form 8-K to be filed in connection with the private placement.
Allan Evans, the Company’s Chief Executive Officer and Sanford Rich and Robert Lowry, each a member of the Company’s Board of Directors, will invest an aggregate of $250,000 in the private placement on identical terms.
The closing of the private placement is expected to close on October 30, 2024.
Dominari Securities LLC acted as the Exclusive Placement Agent for the private placement. Nason, Yeager, Gerson, Harris & Fumero, P.A served as counsel to the Company. Sichenzia Ross Ference Carmel LLP served as counsel to Dominari.
The securities described above will be sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission (the "SEC") covering the resale of the common stock to be sold in the private placement and the common stock issuable upon exercise of the warrants to be sold in the private placement.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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/.
Contact:
CS Investor Relations
917-633-8980
investors@unusualmachines.com