Unusual Machines Files 8-K on Equity Sales

TL;DR

UMAC filed an 8-K for unregistered equity sales - details TBD.

AI Summary

Unusual Machines, Inc. filed an 8-K on December 6, 2024, reporting unregistered sales of equity securities and other events that occurred on December 2, 2024. The filing does not specify the details of the equity sales or the nature of the other events, nor does it mention any dollar amounts or specific parties involved.

Why It Matters

This filing indicates potential dilution or changes in the company's capital structure due to unregistered equity sales, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered equity sales can signal financial distress or dilution, requiring further investigation into the terms and impact.

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• December 2, 2024 (date) — Date of earliest event reported
• December 6, 2024 (date) — Filing date
• 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
• $248,750 — or in connection with the conversion of $248,750 of a 4% Convertible Promissory Note due
• $1.99 — ember 30, 2025 at a conversion price of $1.99. The issuance was exempt from registrat
• $626,850 — . The Company received cash proceeds of $626,850 related to the warrant exercise. The is
• $935,568.14 — conversions in the aggregate amount of $935,568.14 of a 4% Convertible Promissory Note due
• $3.0 million — n Item 3.02 above, all of the Company's $3.0 million of indebtedness pursuant to the two not
• $1,523,700 — ash proceeds in the aggregate amount of $1,523,700. 2 SIGNATURES Pursuant to the requ

Filing Documents

• umac_8k.htm (8-K) — 28KB
• 0001683168-24-008543.txt ( ) — 201KB
• umac-20241202.xsd (EX-101.SCH) — 3KB
• umac-20241202_lab.xml (EX-101.LAB) — 33KB
• umac-20241202_pre.xml (EX-101.PRE) — 24KB
• umac_8k_htm.xml (XML) — 4KB

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. On December 2, 2024, Unusual Machines, Inc. (the "Company") issued 125,000 shares of the Company's common stock to an accredited investor in connection with the conversion of $248,750 of a 4% Convertible Promissory Note due November 30, 2025 at a conversion price of $1.99. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On December 3, 2024, the Company issued 315,000 shares of the Company's common stock to an accredited investor in connection with a warrant exercise of 315,000 warrant shares at an exercise price of $1.99. The Company received cash proceeds of $626,850 related to the warrant exercise. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On December 3, 2024, the Company issued 315,000 shares of the Company's common stock to an accredited investor in connection with a conversion of 105 shares of the Company's Series C Convertible Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On December 3, 2024, the Company issued 470,135 shares of the Company's common stock to an accredited investor in connection with conversions in the aggregate amount of $935,568.14 of a 4% Convertible Promissory Note due November 30, 2025 at a conversion price of $1.99. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On December 4, 2024, the Company issued an accredited investor 428,000 shares of the Company's common stock in connection with a conversion of 428 shares of the Company's Series A Convertible Preferred Stock and 315,000 shares of the Company's common stock in connection with a conversion of 105 shares of the Company's Series C Convertible Preferred Stock. The issuances were exempt from registration under Section 3(a)(9) of the Securities Act of 1933. On December 5, 2024, the Company issued 315,000 shares of the Co

01 Other Events

Item 8.01 Other Events. As a result of the conversions and exercises described in Item 3.02 above, all of the Company's $3.0 million of indebtedness pursuant to the two notes referenced above has been eliminated and all outstanding shares of the Company's preferred stock have been converted into shares of the Company's common stock. In addition, other than 8,500 warrants issued in connection with our IPO and the warrants issued in connection with the private placement that was consummated on November 27, 2024, all other outstanding warrants have been exercised and the Company received cash proceeds in the aggregate amount of $1,523,700. 2

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 6, 2024 By: /s/ Brian Hoff Name: Brian Hoff Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR