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) September 3, 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 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: (720) 323-8983
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 2.01 Completionof Acquisition or Disposition of Assets.
As of September 3, 2025 (“the Closing Date”), Unusual Machines, Inc. (the “Company”) acquired 100% of the capital stock of Rotor Lab Pty Ltd, an Australian company (“Rotor Lab”) from its existing shareholders Andrew Robert Simpson (“Simpson”) and Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as a trustee for Vella Hardjadinata Family Trust (“VHC”), (collectively the “Sellers”) in exchange for 656,642 shares of the Company’s common stock, calculated in accordance with the terms of the Agreement (the “Initial Consideration”), plus Earnout Consideration (as defined in the Agreement) of up to $3,000,000 worth of shares of common stock. The Company and Rotor Lab had previously entered into a Share purchase agreement dated June 12, 2025, as amended (the “Purchase Agreement”). The Purchase Agreement contained, among other terms, the terms and conditions required to consummate the acquisitions and contained customary representations and warranties.
On the Closing Date, the Company issued the Sellers the Initial Consideration. As agreed in the Purchase Agreement, for one year following the Closing Date, a total of 131,328 shares of the Initial Consideration for the Sellers will be subject to possible forfeiture in the event of a breach of representations and warranties and indemnification.
In accord with the Purchase Agreement, the Initial Consideration was issued to the Company’s effective shelf Registration Statement on Form S-3 (Registration Statement No. 333-286413) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on April 21, 2025, and a Prospectus Supplement filed with the SEC dated September 2, 2025.
Rotor Lab will continue as a wholly-owned subsidiary of the Company and will be used as an engineering hub for motor design and prototyping, complementing the Company’s U.S. manufacturing operations. The sellers have agreed to be bound by two-year non-compete periods following the Closing Date The foregoing description of the Agreement is a summary only and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On September 4, 2025, the Company issued a press release announcing that it had consummated the acquisition described in Item 2.01 of this Current Report. The Company’s press release is filed 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 |
|---|---|
| 10.1 | Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025* |
| 99.1 | Press Release dated September 4, 2025, regarding the Company entering into the Share Purchase Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously filed an Exhibit 10.1 to the Company’s 8-K report, filed June 13, 2025 (File No. 333-270519).
| 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: September 9, 2025 | By: | /s/ Allan Evans |
| Name: | Allan Evans | |
| Title: | Chief Executive Officer |
| 3 |
| --- |
Exhibit 99.1
Unusual Machines Closes Acquisitionof Rotor Lab
ORLANDO, FLORIDA / ACCESS Newswire / September 4, 2025 / Unusual Machines, Inc. (NYSE American: UMAC), a leading provider of NDAA-compliant drone components, today announced that on September 3, 2025, it completed its acquisition of Rotor Lab Pty Ltd, an Australian developer of electric motors and propulsion systems for unmanned aerial systems (UAS). The all-stock transaction, originally announced on June 13, 2025, is valued at $7.0 million, including a $3.0 million earnout.
Rotor Lab expands Unusual Machines’ portfolio with high-performance motors used in both commercial and defense applications. The two companies have already co-developed a family of motors — including the 2207, 2807, and 3220 sizes — that will be among the first produced at Unusual Machines’ new motor facility in Orlando, Florida, scheduled to open in September 2025. Rotor Lab’s Canberra site will continue to operate as an engineering hub for motor design and prototyping, complementing U.S. manufacturing operations.
“This acquisition adds valuable engineering expertise, proven prototyping processes, and a second production location for Unusual Machines,” said Allan Evans, Chief Executive Officer of Unusual Machines. “By integrating Rotor Lab’s capabilities with ours, we are accelerating execution and can deliver better motors to our customers faster.”
Andrew Simpson, formerly Chief Executive Officer of Rotor Lab, will serve as Vice President of Motor Production at Unusual Machines and continue to lead Rotor Lab’s operations.
Safe Harbor Statement
This press release 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,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements include: our expectation that we will commence operations in our new Orlando manufacturing facility in September 2025 and that we will be successful in integrating Rotor Lab into our company. The results expected by some or all of these forward-looking statements may not occur. Factors that affect our ability to achieve these results include the continued the availability of a satisfactory labor pool, potential supply chain issues, the impact from tariffs including inflation, and the Risk Factors contained in our Form 10-Q, filed with the SEC on May 8, 2025, Prospectus Supplement filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2025 and in our Form 10-K for the year ended December 31, 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.
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 ecommerce 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, please visit www.unusualmachines.com.
Investor Contact:
CS Investor Relations
investors@unusualmachines.com
Media Contact:
media@unusualmachines.com