false 0001956955 0001956955 2024-12-02 2024-12-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) December 2, 2024

 

Unusual Machines, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   333-270519   66-0927642
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

4677 L B McLeod Rd, Suite J    
Orlando, FL   32811
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 921-4600

 

N/A

(Former name or former address, if changed since last report.)

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol(s) Name of Each Exchange on
Which Registered
Common Stock, $0.01 UMAC NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

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 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.

 

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

 

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 

 

v3.24.3
Cover
Dec. 02, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 02, 2024
Entity File Number 333-270519
Entity Registrant Name Unusual Machines, Inc.
Entity Central Index Key 0001956955
Entity Tax Identification Number 66-0927642
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 4677 L B McLeod Rd
Entity Address, Address Line Two Suite J
Entity Address, City or Town Orlando
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32811
City Area Code (855)
Local Phone Number 921-4600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01
Trading Symbol UMAC
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Unusual Machines (AMEX:UMAC)
Historical Stock Chart
From Nov 2024 to Dec 2024 Click Here for more Unusual Machines Charts.
Unusual Machines (AMEX:UMAC)
Historical Stock Chart
From Dec 2023 to Dec 2024 Click Here for more Unusual Machines Charts.