Unusual Machines Reports Material Definitive Agreement

TL;DR

**UMAC just signed a big deal, but the details are under wraps for now.**

AI Summary

Unusual Machines, Inc. (UMAC) filed an 8-K on February 16, 2024, reporting an "Entry into a Material Definitive Agreement" and "Other Events" as of February 13, 2024. The filing indicates a significant corporate action, though specific details of the agreement, such as parties involved or financial terms, are not disclosed within the provided text. The company's business address is 151 Calle De San Francisco, Suite 200 PMB 2106, San Juan, Puerto Rico 00901-1607.

Why It Matters

This filing signals a potentially significant strategic or financial move by Unusual Machines, Inc. that could impact its future operations, financial health, and stock performance, even though the specific details are not yet public.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement without disclosing its terms, creating uncertainty about its potential positive or negative impact on the company.

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• Puerto Rico (company) — State of incorporation
• February 13, 2024 (date) — Date of earliest event reported
• February 16, 2024 (date) — Filed as of date
• 720-383-8983 (dollar_amount) — Business phone number

FAQ

Key Financial Figures

• $0.01 — e on Which Registered Common Stock, $0.01 UMAC NYSE American Indicate by chec
• $4.00 — option of at a public offering price of $4.00 per share. Pursuant to the Underwriting
• $5.00 — ck. Such Warrant will be exercisable at $5.00 per share, which is equal to 125% of th
• $5,000,000 — in exchange for total gross proceeds of $5,000,000. After deducting underwriting discounts
• $3,725,000 — received net proceeds of approximately $3,725,000. The Company used the net proceeds from

Filing Documents

• umac_8k.htm (8-K) — 35KB
• umac_ex0101.htm (EX-1.1) — 327KB
• umac_ex0401.htm (EX-4.1) — 75KB
• umac_ex9901.htm (EX-99.1) — 9KB
• umac_ex9902.htm (EX-99.2) — 9KB
• 0001683168-24-001045.txt ( ) — 728KB
• umac-20240213.xsd (EX-101.SCH) — 3KB
• umac-20240213_lab.xml (EX-101.LAB) — 33KB
• umac-20240213_pre.xml (EX-101.PRE) — 22KB
• umac_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 13, 2024, Unusual Machines, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Dominari Securities LLC ("Dominari") to serve as the managing underwriter relating to the Company's initial public offering of 1,250,000 shares (the "Shares") of the Company's common stock, $0.01 par value per share ("Common Stock"), and up to an additional 187,500 Shares potentially issuable upon exercise of the underwriter's over-allotment option of at a public offering price of $4.00 per share. Pursuant to the Underwriting Agreement, in exchange for Dominari's firm commitment to purchase the Shares, the Company agreed to sell the Shares to Dominari at a purchase price of $4.00 and issue Dominari and/or its designees a warrant, exercisable for five years (the "Warrant"), to purchase a total of 62,500 shares of our Common Stock. Such Warrant will be exercisable at $5.00 per share, which is equal to 125% of the public offering price. The offer and sale of the Shares, and the issuance of the Warrant, were registered pursuant to the Company's Registration Statement on Form S-1 (File No. 333-270519), as amended (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 13, 2024. The final prospectus dated February 13, 2024, was filed with the SEC on February 15, 2024 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). The closing of the public offering took place on February 16, 2024. At the closing, the Company issued the Shares in exchange for total gross proceeds of $5,000,000. After deducting underwriting discounts and commissions, and other offering expenses, the Company received net proceeds of approximately $3,725,000. The Company used the net proceeds from the public offering to acquire two drone companies as described in the Registration Statement, and it intends

01. Other Events

Item 8.01. Other Events. On February 14, 2024, the Company issued a press release announcing that it had priced the underwritten public offering described in Item 1.01 of this Current Report. The Company's press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. On February 16, 2024, the Company issued a press release announcing it had closed the underwritten public offering described in Item 1.01 of this Current Report. The Company's press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated February 14, 2024, by and between Unusual Machines, Inc. and Dominari Securities, LLC 4.1 Form of Representative's Warrant 99.1 Press Release Dated February 14, 2024 99.2 Press Release dated February 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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: February 16, 2024 By: /s/ Allan Evans Name: Allan Evans Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR