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) 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 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 7.01 Regulation FDDisclosure.
On July 14, 2025, the Company issued a press release announcing the pricing of the a registered direct offering of common stock and pre-funded warrants. A copy of the press release is furnished as Exhibit 99.1.
The information contained in the press releases attached as Exhibit 99.1, respectively, to this Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press releases attached as Exhibit 99.1, respectively, to this Report shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act of 1933.
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Press Release dated July 14, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 14, 2025 | By: | /s/ Allan Evans |
| Name: | Allan Evans | |
| Title: | Chief Executive Officer |
| 2 |
| --- |
Exhibit 99.1
Unusual Machines Announces Pricing of $48.5 Million Registered DirectOffering 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 the purchase and sale of 5,000,000 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering (the "Offering") at a public offering price of $9.70 per share.
Dominari Securities LLC is acting as the exclusive placement agent for the Offering.
The closing of the Offering is expected to occur on or about July 15, 2025, subject to the satisfaction of customary closing conditions. The Company expects to receive aggregate gross proceeds of $48.5 million from the Offering, before deducting placement agent fees and other related expenses. The Company intends to use the net proceeds from the Offering to support U.S.-based manufacturing expansion, working capital needs, and general corporate purposes.
The common stock (or pre-funded warrants in lieu thereof) will be issued in a registered direct offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286413), previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on April 21, 2025. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and once filed, will be available on the SEC's website located at http://www.sec.gov or by contacting Dominari Securities LLC, Attention: Syndicate Department, 725 5th Ave 23 Floor, New York, NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of 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, Inc.
Unusual Machines, Inc. manufactures and sells drone components and drones across a diversified brand portfolio, which includes Fat Shark, the leader in first-person view (FPV) () 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. Information on the Company’s website does not constitute a part of and is not incorporated by reference into this press release.
Safe Harbor Statement
This press release contains forward-looking statements which involve substantial risks and uncertainties relating to closing the Offering and use of proceeds. Forward-looking statements are often identifiable by the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "ongoing," "plan," "predict," "project," "potential," "should," "will," or "would," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for making each forward-looking statement contained in this press release, the Company cautions that these statements are based on a combination of facts and factors currently known by the Company and its expectations of the future, about which the Company cannot be certain. Forward-looking statements are subject to considerable risks and uncertainties, as well as other factors that may cause the Company's actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions; the failure to meet customary closing conditions related to the Offering; and other risks and uncertainties, including those described within the section entitled "Risk Factors" in the Company's 2024 Annual Report on Form 10-K, changes in its business which affect the planned use of proceeds and the Risk Factors contained in the Prospectus Supplement. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances, except as required by law.
Investor Contact:
CS Investor Relations
investors@unusualmachines.com
Media Contact:
media@unusualmachines.com