Form 8-K - Current report

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) May 7, 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 7.01 Regulation FD Disclosure.

On May 7, 2024, Unusual Machines, Inc. (the “Company”) issued a press release announcing the formalization of a contract for Allan Evans to continue his services as the Company’s Chief Executive Officer and other recent developments.

A copy of the press release is being furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
99.1		Press Release issued by Unusual Machines, Inc. on May 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 7, 2024	By:	/s/ Allan Evans
	Name:	Allan Evans
	Title:	Chief Financial Officer

Exhibit 99.1

Unusual Machines Formalizes CEO’s Contract for Two Years Along with Other Corporate Updates

ORLANDO, FL – May 7, 2024 (ACCESSWIRE) – Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), a drone and drone components manufacturer, today announced it had formalized its contract for Allan Evans to continue to serve as CEO following Unusual Machine’s Board of Directors unanimous approval for two years.

The contract follows a rapid series of business developments since Dr. Evans became the CEO less than six months ago. Since his initial appointment, Unusual Machines successfully listed on the NYSE American, acquired Rotor Riot and Fat Shark from Red Cat Holdings, reincorporated in Nevada, and joined the Red Cat Futures Initiative as part of the Company’s expansion into the U.S. government segment of the market.

"It’s been a whirlwind of energy and excitement as we work to grow as fast as we possibly can," said Dr. Evans, CEO of Unusual Machines. "Our team is fully bought-in to the mission, and we are well-positioned to drive growth with a focus on getting to cash flow positive. I believe in what we are doing, where we are going, and who we are doing it with."

The Company continues to show strong growth with its existing operations from the acquisitions of Rotor Riot and Fat Shark. Unusual Machines is developing drone components to be manufactured in compliance with the National Defense Authorization Act (NDAA) with a focus on US-based production. The Company expects to release a US-made flight controller for FPV drones during the second quarter of 2024 that will be eligible, through the Company’s partners, for Blue UAS certification, a U.S. Department of Defense program certifying drones approved for government use.

“Allan's leadership has propelled us forward at an unprecedented pace,” added Andrew Camden, Chief Operating Officer of Unusual Machines. “His strategic foresight is transforming our operations, enabling us to tackle new markets and achieve ambitious goals with precision and confidence. It is exciting working with Allan. His dedication to innovation and excellence is driving our team to new heights of success in this burgeoning industry.”

Brian Hoff, Chief Financial Officer of Unusual Machines, added, “The Company has gone through a tremendous amount of change in the last couple of months. Starting with Allan joining the Company, he made an immediate and positive impact through his leadership and fostering of a strong culture. He has a clear vision and path forward for the Company that positions us to fill a big need within the industry, and I look forward to partnering with him for years to come.”

The Company changed its independent registered accounting firm to Salberg & Company, P.A. (“Salberg”), as previously announced in an 8-K filed with the SEC on April 16, 2024. Mr. Hoff added “We are excited to have retained an experienced audit firm like Salberg as the Company moves forward. We have been working diligently to complete our quarterly review procedures and anticipate filing our required quarterly report with the SEC on time.”

About Unusual Machines

Unusual Machines manufactures and sells drone components and drones across a diversified brand portfolio, which includes Fat Shark, the leader in FPV (first-person view) ultra-low latency video goggles for drone pilots. The Company also retails small, acrobatic FPV drones and equipment directly to consumers through the curated Rotor Riot e-commerce store. With a changing regulatory environment, Unusual Machines seeks to be a dominant Tier-1 parts supplier to the fast-growing multi-billion-dollar US drone industry. According to Fact.MR, the global drone accessories market is currently valued at $17.5 billion and is set to top $115 billion by 2032.

For more information visit Unusual Machines at https://www.unusualmachines.com/.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including seeking to be a dominant Tier-1 supplier, showing growth and releasing a U.S. made flight controller during the current quarter. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. The results expected by some or all of these forward-looking statements may not occur. Factors that affect our ability to achieve these results our ability to enhance our existing products, develop new products and create new services for our customers and future customers, achieve Blue UAS certification, continuation of global conflicts including the wars in Ukraine and Israel, and the risk factors contained in our final Prospectus filed with the Securities and Exchange Commission. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Any forward-looking statement made by us herein speaks only as of the date on which it is made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Contact:

Dave Gentry

RedChip Companies

1-407-491-4498

1-800-733-2447

UMAC@redchip.com

SOURCE: Unusual Machines, Inc.

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 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