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) December 4, 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: (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 December 4, 2025, Unusual Machines, Inc. (the “Company”) issued a press release announcing that its Annual Meeting of Stockholders that convened on December 1, 2025, has been adjourned until December 19, 2025, at 1:00 p.m. ET to solicit additional proxies to achieve a quorum and to approve the election of five directors for a one-year term expiring at the next Annual Meeting of stockholders. A copy of the release is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
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 dated December 4, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 4, 2025 | By: | /s/ Brian Hoff |
| Name: | Brian Hoff | |
| Title: | Chief Financial Officer |
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Exhibit 99.1
Unusual Machines Announces Adjournment of Annual Meeting
Meeting scheduled to reconvene December 19, 2025, at 1:00 p.m.ET
ORLANDO, FL / ACCESSWIRE / December 4, 2025 — Unusual Machines, Inc. (NYSE American: UMAC), a leading provider of NDAA-compliant drone components, today announced that its Annual Meeting of Stockholders, which convened on December 1, 2025, has been adjourned until December 19, 2025, at 1:00 p.m. ET. to solicit additional proxies to achieve a quorum and for its proposal to approve the election of five directors for a one-year term expiring at the next Annual Meeting of Stockholders. The adjourned meeting will be a completely “virtual” meeting of the stockholders, and stockholders will be able to listen and participate in the virtual meeting as well as vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/UMAC2025 and entering the control ID and Request ID number printed on the form of proxy or voting instruction form.
The Board of Directors believes approval of the proposal is in the best interests of Unusual Machines, Inc. and its stockholders. The proposal is described in more detail in Unusual Machines, Inc.’s proxy statement dated October 20, 2025, furnished to stockholders in connection with the Annual Meeting filed under the Company’s EDGAR profiles. It can also be found on the Company’s website at https://www.unusualmachines.com/financials/sec-filings/#
At the time of the meeting, there was no quorum, and insufficient votes were cast to approve the proposal. Unusual Machines encourages any stockholder who has not yet voted their shares on the proposal or is uncertain whether their shares have been voted on the proposal to contact their broker or bank. The record date of the meeting shall remain October 6, 2025. Accordingly, the Board of Directors and management request that stockholders as of the record date, October 6, 2025, please vote their proxies as soon as possible, but no later than December 18, 2025, at 11:59 p.m. (Eastern Time). Stockholders who have previously submitted their proxy or otherwise voted for the proposal and who do not want to change their vote need not take any action.
How do I vote?
If you are a stockholder of record, you may vote*:
| 1. | By Internet. The website address for Internet voting is on your proxy card. |
|---|---|
| 2. | By phone. Call 1-800-690-6903 and follow the instructions on your proxy card. |
| 3. | By mail. Mark, date, sign, and mail promptly the enclosed proxy card (a postage-paid envelope is provided for mailing in the United<br>States). |
| 4. | In person: You may vote in person by attending the virtual Annual Meeting. |
* If you vote by Internet or phone, please DO NOT mail your proxy card.
If your shares are held in street name, you may vote:
| 1. | By Internet. The website address for Internet voting is on your voting instruction form provided by your bank, broker, or similar<br>organization. |
|---|---|
| 2. | By mail. Mark, date, sign, and mail promptly the enclosed voting instruction form provided by your bank or broker. |
| 3. | In person: You may vote in person by attending the virtual Annual Meeting. |
If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Annual Meeting, please be prepared to demonstrate proof of your beneficial ownership as of the record date (such as your most recent account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee or nominee, or other similar evidence of ownership) and a legal proxy from your nominee authorizing you to vote your shares.
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What constitutes a Quorum?
To carry on the business of the Annual Meeting, we must have a quorum. A quorum is present when one-third of the voting power of the outstanding shares of all classes or series of stock entitled to vote, as of the record date, are represented in person or by proxy. Shares owned by Unusual Machines are not considered outstanding or present at the Annual Meeting. Broker non-votes (because there are routine matters presented at this Annual Meeting) and abstentions are counted as present for the purpose of determining the existence of a quorum.
Stockholder Questions
If you have any questions or require any assistance in voting your shares, please call Innisfree M&A Incorporated at 877-800-5186.
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
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