Unusual Machines Files 8-K with Equity, Shareholder Votes, and Financials

TL;DR

UMAC filed an 8-K detailing unregistered equity sales, shareholder votes, and financials as of Nov 27, 2024.

AI Summary

Unusual Machines, Inc. filed an 8-K on November 27, 2024, reporting on several key events. These include the unregistered sale of equity securities, a submission of matters to a vote of security holders, Regulation FD disclosures, and financial statements. The company, incorporated in Nevada, is based in Orlando, Florida.

Why It Matters

This 8-K filing provides crucial updates on the company's financial activities, including equity sales and shareholder decisions, which can impact its stock performance and investor outlook.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or financial distress, and the submission of matters to a vote of security holders, suggesting potential corporate governance changes.

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• November 27, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Orlando, FL (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — e on Which Registered Common Stock, $0.01 UMAC NYSE American Indicate by chec
• $226,250 — received cash proceeds in the amount of $226,250. The issuances were exempt from registr
• $43,750 — received cash proceeds in the amount of $43,750. The issuances were exempt from registr
• $497,500 — conversions in the aggregate amount of $497,500 of an 8% Promissory Note due November 3
• $1.99 — vember 30, 2025 at an exercise price of $1.99 and 662,403 shares of the Company's com
• $1,318,182 — nversions in the aggregate amount of of $1,318,182 of a 4% Convertible Promissory Note due

Filing Documents

• umac_8k.htm (8-K) — 40KB
• umac_ex9901.htm (EX-99.1) — 27KB
• 0001683168-24-008458.txt ( ) — 249KB
• umac-20241127.xsd (EX-101.SCH) — 3KB
• umac-20241127_lab.xml (EX-101.LAB) — 33KB
• umac-20241127_pre.xml (EX-101.PRE) — 22KB
• umac_8k_htm.xml (XML) — 4KB

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. On November 27, 2024, Unusual Machines, Inc. (the "Company") issued 900,000 shares of the Company's common stock to an accredited investor in connection with a conversion of 900 shares of the Company's Series A Convertible Preferred Stock and 540,000 shares of the Company's common stock to another accredited investor in connection with a conversion of 540 shares of the Company's Series A Convertible Preferred Stock. In addition, the Company issued 45,250 shares of the Company's common stock to Dominari Securities, LLC in connection with a warrant exercise of 45,250 warrant shares and received cash proceeds in the amount of $226,250. The issuances were exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On November 29, 2024, the Company issued 1,075,000 shares of the Company's common stock to an accredited investor in connection with a conversion of 1,075 shares of the Company's Series A Convertible Preferred Stock and 632,000 shares of the Company's common stock to another accredited investor in connection with a conversion of 632 shares of the Company's Series A Convertible Preferred Stock. In addition, the Company issued 8,750 shares of the Company's common stock to Revere Securities, LLC in connection with a warrant exercise of 8,750 warrant shares and received cash proceeds in the amount of $43,750. The issuances were exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On December 2, 2024, the Company issued 250,000 shares of the Company's common stock to an accredited investor in connection with conversions in the aggregate amount of $497,500 of an 8% Promissory Note due November 30, 2025 at an exercise price of $1.99 and 662,403 shares of the Company's common stock to another accredited investor in connection with conversions in the aggregate amount of of $1,318,182 of a 4% Convertible Promissory Note due November 30, 2025 at an exercise price of $1.99. T

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 2, 2024, the 2024 Annual Meeting of the Company was held. At the 2024 Annual Meeting, the Company's stockholders voted on (i) the election of five members of the Company's Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) ratification of the appointment of Salberg & Company as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 2); (iii) approval of the issuance of additional shares of the Company's common stock exceeding 20% of the Company's outstanding shares (Proposal 3); (iv) approval of the 2022 Equity Incentive Plan (Proposal 4); and (v) approval of an adjournment of the 2024 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the 2024 Annual Meeting (Proposal 5), all as described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 15, 2024. Set forth below are the voting results on each matter submitted to the stockholders at the 2024 Annual Meeting. Proposal 1 . The Company's stockholders voted to elect the following five individuals as directors to hold office until the next annual meeting of stockholders: Nominee Votes For Abstentions Broker Non-Votes Dr. Allan Evans 2,401,970 39,365 1,055,484 Cristina A. Coln 2,393,374 47,961 1,055,484 Robert Lowry 2,393,624 47,711 1,055,484 Sanford Rich 2,402,484 38,851 1,055,484 Jeffrey Thompson 2,401,969 39,366 1,055,484 2 Proposal 2 . The Company's stockholders voted to ratify the appointment of Salberg & Company as the Company's independent registered public accounting firm for the Votes For Votes Against

01 Regulation

Item 7.01 Regulation FD Disclosure. Due to a technical problem, the Company is unable to post a broadcast of the Company's 3 rd quarter earnings release call that was held on November 14, 2024 on the Company's website. Accordingly, a copy of the complete script for the earnings release call is being furnished as Exhibit 99.1.

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Exhibit 99.1 Company's 3 rd Quarter Earnings Script 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: December 2, 2024 By: /s/ Brian Hoff Name: Brian Hoff Title: Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR