Unusual Machines, Inc. Files S-1 Registration Statement

TL;DR

<b>Unusual Machines, Inc. has filed an S-1 registration statement, signaling a potential public offering.</b>

AI Summary

Unusual Machines, Inc. (UMAC) filed a IPO Registration (S-1) with the SEC on April 10, 2024. Unusual Machines, Inc. filed an S-1 registration statement on April 10, 2024. The filing pertains to the Securities Act of 1933. The company's principal business address is in Orlando, FL. The SIC code for the company is 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT). The filing includes financial data for fiscal years ending December 31, 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking Unusual Machines, Inc., this filing contains several important signals. This S-1 filing indicates the company is preparing to offer its securities to the public, which could lead to increased liquidity and capital for growth. As a registration statement, it provides detailed financial and business information, offering investors a closer look at the company's operations and prospects.

Risk Assessment

Risk Level: medium — Unusual Machines, Inc. shows moderate risk based on this filing. The company is in the early stages of its public offering process, with significant financial details and future performance yet to be fully disclosed or proven in the public market.

Analyst Insight

Monitor future filings for details on the IPO price, number of shares offered, and use of proceeds.

Key Numbers

• 2023-12-31 — Fiscal Year End (Financial reporting period)
• 2022-12-31 — Previous Fiscal Year End (Financial reporting period)
• 2021-12-31 — Prior Fiscal Year End (Financial reporting period)
• 333-278601 — SEC File Number (Registration number)
• 0001683168-24-002275 — Accession Number (Filing identifier)

Key Players & Entities

• Unusual Machines, Inc. (company) — Filer name
• 0001683168-24-002275 (other) — Accession Number
• 20240410 (date) — Filing Date
• 333-278601 (other) — SEC File Number
• Orlando, FL (location) — Business Address
• 3663 (other) — Standard Industrial Classification
• PR (location) — State of Incorporation
• 1933 Act (regulation) — SEC Act

FAQ

Industry Context

The company operates within the Radio & TV Broadcasting & Communications Equipment industry, as indicated by its SIC code.

Regulatory Implications

The S-1 filing is made under the Securities Act of 1933, which governs the registration of new securities offerings.

What Investors Should Do

1. Review the full S-1 filing for detailed business description and risk factors.
2. Track subsequent SEC filings (e.g., S-1/A, prospectus) for updates on the offering.
3. Analyze the company's financial statements and management discussion for performance insights.

Key Dates

• 2024-04-10: Filing of S-1 Registration Statement — Initiates the process for a potential public offering.

Year-Over-Year Comparison

This is the initial S-1 filing, so there is no prior filing to compare against for changes in financial or business information.

Key Financial Figures

• $4.00 — mon stock at a public offering price of $4.00 per share. Simultaneous with the closin
• $1.82 — r common stock on the NYSE American was $1.82. Investing in our securities involves
• $20.0 million — tor Riot and Fat Shark subsidiaries for $20.0 million (the "Purchase Price") comprised of (i)
• $1.0 million — (the "Purchase Price") comprised of (i) $1.0 million in cash, (ii) a $2.0 million promissory
• $2.0 million — sed of (i) $1.0 million in cash, (ii) a $2.0 million promissory note (the "Note") issued by
• $17.0 million — ed by the Company to Red Cat, and (iii) $17.0 million of the Company's common stock or 4,250,
• $54.6 billion — bal drone market is expected to grow to $54.6 billion by 2030, with the commercial market gro
• $15.53 billion — one flight controller market, valued at $15.53 billion in 2021 is expected to reach $28.86 bil
• $28.86 billion — 53 billion in 2021 is expected to reach $28.86 billion by 2031. The drone motor market, valued
• $2.6 billion — 2031. The drone motor market, valued at $2.6 billion in 2021 is projected to reach $9.9 bill
• $9.9 billion — 6 billion in 2021 is projected to reach $9.9 billion by 2031. Unusual Machines intends to p

Filing Documents

• unusual_s1.htm (S-1) — 1720KB
• unusual_ex2301.htm (EX-23.1) — 2KB
• unusual_ex107.htm (EX-FILING FEES) — 28KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001683168-24-002275.txt (&nbsp;) — 3427KB
• umac-20231231.xsd (EX-101.SCH) — 14KB
• umac-20231231_cal.xml (EX-101.CAL) — 27KB
• umac-20231231_def.xml (EX-101.DEF) — 45KB
• umac-20231231_lab.xml (EX-101.LAB) — 136KB
• umac-20231231_pre.xml (EX-101.PRE) — 108KB
• unusual_s1_htm.xml (XML) — 135KB

USE OF PROCEEDS

USE OF PROCEEDS 35 DIVIDEND POLICY 35 DETERMINATION OF OFFERING PRICE 35 CAPITALIZATION 36 SELLING STOCKHOLDERS 37 PLAN OF DISTRIBUTION 38

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 MANAGEMENT 54 CORPORATE GOVERNANCE 56

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 60 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 64 RELATED PARTY TRANSACTIONS 65 PRINCIPAL STOCKHOLDERS 66 DESCRIPTION OF OUR SECURITIES 67 LEGAL MATTERS 69 EXPERTS 69 WHERE YOU CAN FIND MORE INFORMATION 69 INDEX TO FINANCIAL STATEMENTS 70 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; our ability to make acquisitions and integrate acquired businesses into our company; 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 continue to operate as a going concern; 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

Forward-looking statements speak only as of the date

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, Inc. ("Unusual Machines" or the "Company") is a Puerto Rico corporation, originally incorporated July 11, 2019, with our principal place of business in Orlando, Florida. The Company was incorporated in Puerto Rico under the name "Red Cat Motor Corporation" on July 11, 2019, before changing its name to "AerocarveUS Corporation" on October 20, 2020 and then to "Unusual Machines, Inc." on July 5, 2022. The Company is in the process of reincorporating as a Nevada corporation. 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 On November 21, 2022, the Company enter

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 offering is based on 9,333,341 shares of our common stock outstanding as of the date of this Prospectus and excludes the following: 62,500 shares of our common stock issuable upon the exercise of our Warrant issued to the underwriter of the IPO; 350,000 shares of our common stock issuable upon conversion of outstanding Series B preferred stock (the "Series B"); and Future equity grants to our Chief Executive Officer, Chief Financial Officer, 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 Fat Shark and Rotor Riot's auditors have qualified their reports on a going concern basis and with our history of losses, we may not be able to continue operating as a going concern. 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. The Company may be unable to repay indebtedness. Fat Shark and Rotor Riot incurred net losses since their acquisition by Red Cat and may fail to achieve or maintain profitability. If the proceeds of the IPO are insufficient to meet our working capital needs, and if we are then not able to obtain sufficient capital, we may be forced to limit the scope of our operations. If we lose key personnel, it may adversely affect our business. Conflicts of interest involving our board of directors ("Board") and other

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whe

View Full Filing

View this S-1 filing on SEC EDGAR