Unusual Machines Files 8-K: Agreements, Equity Sales, Bylaw Changes

TL;DR

UMAC filed an 8-K detailing new debt, equity sales, and bylaw changes. Watch closely.

AI Summary

Unusual Machines, Inc. entered into a material definitive agreement on August 21, 2024, which also created a direct financial obligation. The company also reported unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• August 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — e on Which Registered Common Stock, $0.01 UMAC NYSE American Indicate by chec
• $3,000,000 — , with an aggregate principal amount of $3,000,000. The New Notes reduced the outstanding
• $1,000,000 — owed by the Company by an aggregate of $1,000,000. The New Notes also reduced the interes
• $1.59 — shares of the Company's common stock at $1.59 per share (the share price at the close
• $1.99 — common stock with an exercise price of $1.99 per share, subject to adjustments as se
• $5.0 million — re the Company receives net proceeds of $5.0 million in one or more related transactions, th
• $3.00 — rement Period") has equaled or exceeded $3.00 and (ii) the average daily trading volu

Filing Documents

• umac_8k.htm (8-K) — 38KB
• umac_ex0301.htm (EX-3.1) — 70KB
• umac_ex9901.htm (EX-99.1) — 7KB
• image_001.jpg (GRAPHIC) — 201KB
• image_002.jpg (GRAPHIC) — 173KB
• image_003.jpg (GRAPHIC) — 187KB
• image_004.jpg (GRAPHIC) — 234KB
• image_005.jpg (GRAPHIC) — 194KB
• image_006.jpg (GRAPHIC) — 218KB
• image_007.jpg (GRAPHIC) — 183KB
• image_008.jpg (GRAPHIC) — 184KB
• image_009.jpg (GRAPHIC) — 224KB
• image_010.jpg (GRAPHIC) — 186KB
• image_011.jpg (GRAPHIC) — 211KB
• image_012.jpg (GRAPHIC) — 200KB
• image_013.jpg (GRAPHIC) — 175KB
• image_014.jpg (GRAPHIC) — 156KB
• image_017.jpg (GRAPHIC) — 21KB
• image_016.jpg (GRAPHIC) — 82KB
• 0001683168-24-005966.txt ( ) — 4219KB
• umac-20240821.xsd (EX-101.SCH) — 3KB
• umac-20240821_lab.xml (EX-101.LAB) — 33KB
• umac-20240821_pre.xml (EX-101.PRE) — 24KB
• umac_8k_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On August 21, 2024 (the "Closing Date"), Unusual Machines, Inc. (the "Company") entered into two Exchange Agreements with two third-party accredited investors (each, an "Investor" and together the "Investors"), under which each Investor exchanged their respective 8% Promissory Notes (the "Old Notes") for new 4% Convertible Promissory Notes (the "New Notes"), with an aggregate principal amount of $3,000,000. The New Notes reduced the outstanding principal amount previously owed by the Company by an aggregate of $1,000,000. The New Notes also reduced the interest rate of such notes from 8% to 4%. Pursuant to the terms of the Exchange Agreements, each Investor exchanged its Old Note for (i) the New Note, (ii) 105 shares of the newly-designated Series C Preferred Stock (the "Series C"), convertible into 315,000 shares of the Company's common stock at $1.59 per share (the share price at the close of the market on August 20, 2024, and (iii) five-year warrants exercisable for 315,000 shares of the Company's common stock with an exercise price of $1.99 per share, subject to adjustments as set forth in the warrants (the "Warrants"). Each New Note bears interest at 4% annually with interest payable monthly and the principal due on November 30, 2025. In the event of a qualified financing of debt or equity where the Company receives net proceeds of $5.0 million in one or more related transactions, the Investors may require the Company to repay the New Notes with accrued interest thereon in cash. The New Notes are convertible into common stock at $1.99 per share (125% of the closing bid price on August 20, 2024). Upon an event of default, the Investors may require the Company to convert the New Notes into shares of our common stock, subject to beneficial ownership limitations set forth in the New Notes, at a conversion price equal to the 10% discount of the average three day VWAP, as defined in the New Notes, prior to the

03 Certain

Item 2.03 Certain Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03, the information contained in Item 1.01 regarding the issuance of the New Notes is incorporated herein by reference. The transaction was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02, the information contained in Item 1.01 regarding the issuance of the Series C is incorporated herein by reference. The transaction was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933.

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On August 21, 2024, following approval by the Board of Directors, the Company filed a Certificate of Designations, Preferences, and Rights of the Series C Convertible Preferred Stock (the "Series C COD") with the Nevada Secretary of State. The COD designated 3,000 shares of Series C, par value $0.01 per share. The Series C ranks senior to the Company's common stock and other series of preferred stock, except the Company's Series A Convertible Preferred Stock, with respect to preferences as to dividends, distributions, and payments upon the liquidation, dissolution, and winding up of the Company. Each share of Series C converts into 3,000 shares of the Company's common stock. The Series C has a beneficial the COD prohibit the Company from effectuating any conversion of the Series C to the extent such Series C holder or any of its affiliates would beneficially own over 19.9% of the Company's common stock outstanding as of August 21, 2024, or such lesser percentage as determined by the NYSE American, until the Company receives stockholder approval, if required by the NYSE American. The COD became effective on August 21, 2024. The foregoing description of the Series C and the COD does not purport to be complete and is qualified in its entirety by reference to the COD, a copy of which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

01 Regulation

Item 7.01 Regulation FD Disclosure. On August 22, 2024, the Company issued a press release announcing the Exchange Agreements and related transactions. A copy of the press release is being furnished as Exhibit 99.1

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Exhibit 3.1 Certificate of Designations, preferences, and Rights of the Series C Convertible Preferred Stock of Unusual Machines, Inc. 99.1 Press Release issued by Unusual Machines, Inc. on August 22, 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: August 22, 2024 By: /s/ Brian Hoff Name: Brian Hoff Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR