Unusual Machines Files Definitive Proxy Statement

TL;DR

UMAC DEF 14A filed. Annual meeting details out. Shareholders vote soon.

AI Summary

Unusual Machines, Inc. filed a Definitive Proxy Statement (DEF 14A) on January 17, 2025, for its fiscal year ending December 31, 2024. The filing, with SEC file number 001-41961, pertains to the company's annual meeting and related corporate governance matters. The company is incorporated in Nevada and its principal executive offices are located in Orlando, Florida.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the company's annual meeting, including proposals to be voted on, director nominations, and executive compensation details, impacting corporate governance and shareholder rights.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which is standard for publicly traded companies to provide information to shareholders about annual meetings and corporate governance.

Key Numbers

• 20250225 — Fiscal Year End (The report is for the period ending on this date.)
• 20250117 — Filing Date (The date the DEF 14A was filed with the SEC.)

Key Players & Entities

• Unusual Machines, Inc. (company) — Registrant
• 0001683168-25-000425 (filing_id) — Accession Number
• 20250117 (date) — Filing Date
• 001-41961 (sec_file_number) — SEC File Number
• NV (state) — State of Incorporation
• FL (state) — Business Address State

FAQ

Key Financial Figures

• $20,000 — xy solicitation for an estimated fee of $20,000 plus disbursements, reasonable out of p
• $1,955,000 b — in which it received gross proceeds of $1,955,000 before deducting fees to the placement ag
• $1.52 — 4 units at a per unit purchase price of $1.52 per unit. Each unit consisted of one sh
• $0.01 — of one share of common stock, par value $0.01 per share (the “Common Stock&rdqu
• $1.99 — ;s Common Stock at an exercise price of $1.99 per share (each an “Investor Warr
• $250,000 — of Directors, invested an aggregate of $250,000 in the Private Placement on identical t
• $36,842 — ice by paying the Company an additional $36,842, $36,842 and $18,4321, respectively. .
• $18,4321 — pany an additional $36,842, $36,842 and $18,4321, respectively. . If Proposal 2 is appro
• $175,000 — rly interim reviews to be approximately $175,000. 7 PROPOSAL 2. APPROVE THE WAIVER P
• $13.47 — r Common Stock on the NYSE American was $13.47. The Board believes that

Filing Documents

• umac_def14a.htm (DEF 14A) — 126KB
• 0001683168-25-000425.txt ( ) — 127KB

From the Filing

DEF 14A 1 umac_def14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant Filed by Party other than Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Materials Pursuant to §240.14a-12 UNUSUAL MACHINES, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): $_____ per share as determined under Rule 0-11 under the Exchange Act. (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration (3) Filing Party: (4) Date Filed: Unusual Machines, Inc. 4677 L B McLeod Road, Suite J Orlando, FL 32811 720-383-8983 NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON February 25, 2025 To the Stockholders of Unusual Machines, Inc.: We are pleased to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”), which will be held at 11:00 am, Eastern Time on February 25, 2025. The Special Meeting will be held virtually via live webcast and no in person meeting will be held. The Special Meeting is being held to: 1. Ratify the selection of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the year ending December 31, 2025; 2. Approve a waiver of the provision that certain warrants are only exercisable 180 days after issuance (the “Waiver Proposal”); and 3. Approve an adjournment of the Special 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 Special Meeting to approve any of the proposals presented for a vote at the Special Meeting. Our Board of Directors has fixed the close of business on January 15, 2025, as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on February 25, 2025 The Notice, Proxy Statement, and 2023 Annual Report on Form 10-K are available at www.proxyvote.com . This year, our Special Meeting will be accessible exclusively via live webcast and no in person meeting will be held. You can attend our Special Meeting by joining www.virtualshareholdermeeting.com/UMAC2025 . To be admitted to the Special Meeting, you must have the control number found on your proxy card or voting instruction form. We believe that hosting a virtual Special Meeting this year is in the best interest of the Company and its stockholders since a virtual meeting enables increased stockholder attendance and participation because stockholders can participate from any location around the world. There will not be a physical meeting location and you will not be able to attend the Special Meeting in person. Whether or not you expect to participate in the Special Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today . By the Order of the Board of Directors: /s/ Allan Evans Allan Evans Chief Executive Officer January 17, 2024 Table of Contents Page Questions and Answers Regarding the Special Meeting 1

View Full Filing

View this DEF 14A filing on SEC EDGAR