Unusual Machines Files 8-K: Governance & Agreements

TL;DR

UMAC filed an 8-K detailing new deals, exec changes, and amended bylaws. Big governance shakeup.

AI Summary

Unusual Machines, Inc. announced on October 3, 2024, a material definitive agreement and changes in its board and officer composition. The company also amended its articles of incorporation and bylaws, and filed financial statements and exhibits. The filing details changes in corporate governance and financial reporting.

Why It Matters

This 8-K filing signals significant corporate actions, including new agreements and leadership changes, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in corporate governance, which can introduce operational and strategic risks.

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• October 3, 2024 (date) — Earliest event reported
• 0001683168-24-007007 (filing_id) — Accession Number
• Nevada (jurisdiction) — State of incorporation
• 66-0927642 (tax_id) — IRS Employer Identification No.
• 4677 L B McLeod Rd , Suite J (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — e on Which Registered Common Stock, $0.01 UMAC NYSE American Indicate by chec

Filing Documents

• umac_8k.htm (8-K) — 35KB
• umac_ex0301.htm (EX-3.1) — 76KB
• umac_ex1001.htm (EX-10.1) — 11KB
• umac_ex1002.htm (EX-10.2) — 11KB
• umac_ex1003.htm (EX-10.3) — 6KB
• 0001683168-24-007007.txt ( ) — 345KB
• umac-20241003.xsd (EX-101.SCH) — 3KB
• umac-20241003_lab.xml (EX-101.LAB) — 33KB
• umac-20241003_pre.xml (EX-101.PRE) — 24KB
• umac_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously reported on Unusual Machines, Inc.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2024, the Company entered into two Exchange Agreements with two third-party accredited investors (the "Investors"), under which each Investor exchanged their respective 8% Promissory Note for (i) a new 4% Convertible Promissory Note (the "New Note"), convertible into shares of the Company's common stock; (ii) 105 shares of the Company's Series C Convertible Preferred Stock (the "Series C") convertible into 315,000 shares of the Company's common stock; and (iii) five-year warrants exercisable for 315,000 shares of the Company's common stock (the "Warrants" and together with the New Notes and the Series C, the "Convertible Securities"). The issuance of the Company's common stock upon the conversion or exercise of the Convertible Securities under the two certain Exchange Agreements to the Investors is referred to herein as the "Transactions." The Company entered into a letter agreement with each Investor (the "Letter Agreement") to comply with NYSE American Guide Section 713 to make it clear that in the transaction documents underlying the Convertible Securities no more than 19.9% of the common stock outstanding immediately prior to the Transactions can be issued in the aggregate without first obtaining stockholder approval. On August 20, 2024, there were 6,184,983 shares of the Company's common stock outstanding. Thus, the Investors acknowledged and agreed in the letter agreements that the Company shall not issue common stock under the Transactions if the issuance would exceed 19.9%, or 1,236,379 shares in the aggregate without first obtaining stockholder approval, at which point the limit in the letter agreement will no longer apply. The Investors executed the Letter Agreements on October 3, 2024 and October 4, 2024, respectively. The foregoing descriptio

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On October 3, 2024, the Board of Directors (the "Board") of the Company approved an amendment to the Company's 2022 Equity Incentive Plan, as amended ("Amendment No. 1") to (i) delete all references to incentive stock options and (ii) amend Section 24(a) for forfeiture of stock rights granted to employees or consultants to provide that, notwithstanding the provisions of Section 24(a), the Company has the ability, pursuant to Rule 10D-1 of the Securities Exchange Act of 1943 and related New York Stock Exchange rules, to recover erroneously awarded incentive-based compensation if the Company is required to prepare an accounting restatement due to the Company's material non-compliance with any financial reporting requirement under the securities laws. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment No. 1, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference. 2

03 Amendments to Articles of Incorporation or

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 3, 2024, the Board of the Company approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws") which became effective on October 3, 2024. Among other things, the amendments effected by the Amended and Restated Bylaws include: Amend the quorum for the meeting of stockholders to one third of the aggregate voting power of the outstanding shares of all classes or series of voting stock entitled to vote. Adding the timelines in which stockholders may submit proposals to be brought before an annual meeting. The Amended and Restated Bylaws also include various other updates, including certain technical, conforming, and clarifying changes that align with the Nevada Revised Statutes. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description of Exhibit 3.1 Amended and Restated Bylaws of Unusual Machines, Inc. 10.1 Letter Agreement – Eleven Ventures LLC 10.2 Letter Agreement – Titan Multi-Strategy Fund I, Ltd. 10.3 Amendment No. 1 to 2022 Equity Incentive Plan, as amended 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: October 8, 2024 By: /s/ Brian Hoff Name: Brian Hoff Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR