Unusual Machines Files 8-K for Material Agreement

TL;DR

UMAC filed an 8-K on Feb 4th for a material agreement, check it out.

AI Summary

Unusual Machines, Inc. filed an 8-K on February 4, 2025, reporting an entry into a material definitive agreement and financial statements. The filing details the company's principal executive offices located at 4677 L B McLeod Rd, Suite J, Orlando, FL 32811, and its primary business address. The report was filed as of February 4, 2025, with the earliest event reported on February 1, 2025.

Why It Matters

This 8-K filing indicates a significant event for Unusual Machines, Inc., potentially involving a new contract or partnership that could impact its future operations and financial performance.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement and financial statements, with no immediate indication of significant financial distress or operational risk.

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• February 1, 2025 (date) — Earliest event reported
• February 4, 2025 (date) — Date of report
• 4677 L B McLeod Rd, Suite J, Orlando, FL 32811 (location) — Principal executive offices and business address

FAQ

Key Financial Figures

• $0.01 — e on Which Registered Common Stock, $0.01 UMAC NYSE American Indicate by chec
• $14.5 million — Agreement. The merger consideration of $14.5 million consists of 1,204,319 shares of common
• $60,000 — the Company and expected not to exceed $60,000 in cash payable to unaccredited investo

Filing Documents

• umac_8k.htm (8-K) — 29KB
• umac_ex1001.htm (EX-10.1) — 440KB
• 0001683168-25-000690.txt ( ) — 736KB
• umac-20250201.xsd (EX-101.SCH) — 3KB
• umac-20250201_lab.xml (EX-101.LAB) — 33KB
• umac-20250201_pre.xml (EX-101.PRE) — 22KB
• umac_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On February 1, 2025, Unusual Machines, Inc. (the "Company") entered into an Agreement and Plan of Merger and Reorganization (the "Agreement") with Aloft Technologies, Inc., a Delaware corporation ("Aloft"), and UMAC Merger Sub, Inc. a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"). Under the terms of the Agreement and subject to customary closing conditions, on the closing date of the Agreement Aloft will merge into Merger Sub, and Merger Sub will continue as a wholly owned subsidiary of the Company. In addition, each issued and outstanding share of Aloft capital stock that is not a dissenting share will be cancelled and each Aloft Stockholder (as defined in the Agreement) receive their pro rata share of the merger consideration payable by the Company as provided for in the Agreement. The merger consideration of $14.5 million consists of 1,204,319 shares of common stock of the Company and expected not to exceed $60,000 in cash payable to unaccredited investors. In addition to customary closing conditions by the parties including Aloft obtaining stockholder approval, the delivery by Aloft of its audited financials acceptable to the Company, the receipt of certain third party consents and the holders of no more than 10% of Aloft common stock have asserted appraisal rights. The foregoing description of the Agreement is a summary only and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 and incorporated by reference herein.

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Exhibit 10.1 Agreement and Plan of Merger and Reorganization dated February 1, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: February 4, 2025 By: /s/ Brian Hoff Name: Brian Hoff Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR