Unusual Machines Files S-1/A Amendment

TL;DR

UMAC filed S-1/A, looks like they have minimal assets/liabilities and a small net loss for Q2.

AI Summary

Unusual Machines, Inc. filed an S-1/A amendment on October 11, 2024, detailing its financial status. As of June 30, 2024, the company reported $0 in total assets and $1,000 in total liabilities, with a net loss of $1,000 for the three months ended June 30, 2024. The filing also references Series B Preferred Stock and common stock activity.

Why It Matters

This filing provides an update on Unusual Machines' financial position and operational status as it moves through the registration process, which is crucial for potential investors to assess the company's viability.

Risk Assessment

Risk Level: medium — The company has very limited reported assets and liabilities, and a net loss, indicating early-stage or unproven business operations.

Key Numbers

• $0 — Total Assets (As of June 30, 2024, indicating minimal company resources.)
• $1,000 — Total Liabilities (As of June 30, 2024, showing a very small debt burden.)
• $1,000 — Net Loss (For the three months ended June 30, 2024, suggesting early-stage operations.)

Key Players & Entities

• Unusual Machines, Inc. (company) — Filer of the S-1/A amendment
• October 11, 2024 (date) — Filing date of the S-1/A amendment
• $0 (dollar_amount) — Total assets as of June 30, 2024
• $1,000 (dollar_amount) — Total liabilities as of June 30, 2024
• $1,000 (dollar_amount) — Net loss for the three months ended June 30, 2024
• Series B Preferred Stock (stock) — Mentioned in financial data

FAQ

Key Financial Figures

• $3,000,000 — , with an aggregate principal amount of $3,000,000. The New Notes reduced the outstanding
• $1,000,000 — owed by the Company by an aggregate of $1,000,000. Pursuant to the terms of the Exchange
• $1.59 — ries C"), based on an exchange price of $1.59 per common share into which the Series
• $1.99 — common stock with an exercise price of $1.99 per share, subject to adjustments as se
• $4.00 — mon stock at a public offering price of $4.00 per share. Simultaneous with the closin
• $1.48 — r common stock on the NYSE American was $1.48. Investing in our securities involves
• $22.1 million — tor Riot and Fat Shark subsidiaries for $22.1 million (the "Purchase Price") comprised of (i)
• $1.1 million — (the "Purchase Price") comprised of (i) $1.1 million in cash, (ii) a $2.0 million promissory
• $2.0 million — sed of (i) $1.1 million in cash, (ii) a $2.0 million promissory note (the "Original Note") i
• $17.0 million — ed by the Company to Red Cat, and (iii) $17.0 million of the Company's common stock or 4,250,
• $4.0 million — ich increased the total Note Payable to $4.0 million. Fat Shark is a leader in designing an
• $54.6 billion — bal drone market is expected to grow to $54.6 billion by 2030, with the commercial market gro
• $6.6 billion — one flight controller market, valued at $6.6 billion in 2022 is expected to reach $13.8 bill
• $13.8 billion — .6 billion in 2022 is expected to reach $13.8 billion by 2032. The drone motor market, valued
• $2.6 billion — 2032. The drone motor market, valued at $2.6 billion in 2021 is projected to reach $9.9 bill

Filing Documents

• unusual_s1a1.htm (S-1/A) — 2016KB
• unusual_ex2301.htm (EX-23.1) — 2KB
• image_001.jpg (GRAPHIC) — 8KB
• 0001683168-24-007095.txt ( ) — 7049KB
• umac-20240630.xsd (EX-101.SCH) — 40KB
• umac-20240630_cal.xml (EX-101.CAL) — 44KB
• umac-20240630_def.xml (EX-101.DEF) — 213KB
• umac-20240630_lab.xml (EX-101.LAB) — 361KB
• umac-20240630_pre.xml (EX-101.PRE) — 334KB
• unusual_s1a1_htm.xml (XML) — 885KB

USE OF PROCEEDS

USE OF PROCEEDS 35 DIVIDEND POLICY 35 DETERMINATION OF OFFERING PRICE 35 CAPITALIZATION 35 SELLING STOCKHOLDERS 36 DESCRIPTION OF CERTAIN TRANSACTIONS AND TERMS OF THE SECURITIES 38 PLAN OF DISTRIBUTION 41

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48 MANAGEMENT 56 CORPORATE GOVERNANCE 58

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 62 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 66 RELATED PARTY TRANSACTIONS 66 PRINCIPAL STOCKHOLDERS 68 DESCRIPTION OF OUR SECURITIES 69 LEGAL MATTERS 71 EXPERTS 71 WHERE YOU CAN FIND MORE INFORMATION 72 INDEX TO FINANCIAL STATEMENTS 73 You should rely only on information contained in this Prospectus. We have not authorized anyone to provide you with information that is different from that contained in this Prospectus. The Selling Stockholders are not offering to sell or seeking offers to buy securities in jurisdictions where offers and sales are not permitted. We are responsible for updating this Prospectus to ensure that all material information is included and will update this Prospectus to the extent required by law. i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Prospectus, contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "intends", "plans", "anticipates", "believes", "estimates", "predicts", "potential", "continue" or the negative of these terms or other comparable terminology.

Forward-looking statements

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: The market and sales success of our existing and any new products; our ability to raise capital when needed and on acceptable terms; the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs over the next 12 months; our ability to make acquisitions and integrate acquired businesses into our company; our limited operating history; our ability to attract and retain qualified employees and key personnel; our ability to manage our rapid growth and organizational change effectively; changes in the political and regulatory environment and in business and economic conditions in the United States and globally; geopolitical conflicts in Ukraine and Israel; our ability to develop and maintain our brand cost-effectively; and the other factors set forth in " Risk Factors " beginning on page 6 of this Prospectus. You should read this Prospectus and the documents we have filed as exhibits to the Registration Statement, of which this Prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. You should not assume that the information contai

Forward-looking statements speak only as of the

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this Prospectus particularly our forward-looking statements, by these cautionary statements. ii PROSPECTUS SUMMARY Background of Unusual Machines Unusual Machines is a Nevada corporation originally incorporated in Puerto Rico with our principal place of business in Orlando, Florida. The Company reincorporated from Puerto Rico to Nevada on April 22, 2024. Initial Public Offering On February 16, 2024, the Company closed its IPO of 1,250,000 shares of common stock at a public offering price of $4.00 per share. The shares of common stock are traded on the NYSE American. Simultaneous with the closing of the IPO, the Company acquired Fat Shark and Rotor Riot from Red Cat. The Business Combination & Business Overview Under the terms of Share Purchase Agreement with Red Cat, (the "Purchase Agreement"), the Company purchased Rotor Riot and Fat Shark subsidiaries for $22.1 million (the "Purchase Price") comprised of (i) $1.1 million in cash, (ii) a $2.0 million promissory note (the "Original Note") issued by the Company to Red Cat, and (

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Securities covered by this Prospectus.

Risk Factors

Risk Factors Investing in our common stock involves a high degree of risk. For a discussion of factors to consider before deciding to invest in our common stock, you should carefully review and consider the " Risk Factors " beginning on page 6 of this Prospectus. (1) The number of shares of our common stock to be outstanding after this resale offering assumes (notwithstanding any beneficial ownership limitations) that: (i) 630,000 Shares are issued upon the full conversion of the Series C, (ii) 630,000 Shares are issued upon the full exercise of the Warrants, (iii) 1,507,538 Shares are issued upon the full exercise of the New Notes to the extent that the Principal Selling Stockholder exercise their right to voluntarily convert their New Notes, (iv) 4,250,000 Shares are issued upon the full conversion of the Company's Series A Convertible Preferred Stock, and (v) 62,500 Shares are issued upon the exercise in full of the Representative Warrant. Excludes the following: 250,000 shares of our common stock issuable upon conversion of outstanding Series B preferred stock (the "Series B"); and Future equity grants to our officers and independent directors. See " Executive Compensation ". Summary Risk Factors Our business and an investment in our common stock are subject to numerous risks and uncertainties, including those highlighted in this " Risk Factors " section below. Some of these risks include: Risks Related to our Business and Financial Condition Because the Company had a very limited operating history prior to its acquisition of Fat Shark and Rotor Riot, any investment in us is highly speculative. Fat Shark and Rotor Riot incurred net losses since their acquisition by Red Cat and may fail to achieve or maintain profitability. The Company may be unable to repay its indebtedness. We may begin to amortize our intangibles, which will result in a non-cash charge going forward and until we do a valuation, the amount is uncertain and the future charg

View Full Filing

View this S-1/A filing on SEC EDGAR